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

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

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: ☐ NoNo:: ☒

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates based upon the closing price of ~~$0.015~~$0.004 per share of common stock as of June 30, ~~2021~~2022 (the last business day of the registrant’s most recently completed second fiscal quarter), was $~~37,269,511~~12,934,517.

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

As of March ~~28, 2022,~~29, 2023, registrant had outstanding ~~3,187,771,983~~ 3,664,518,950shares of common stock.

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “Transportation and Logistics Systems, Inc.”, “the Company”, “we”, “us”, “TLSS” and “our”, refer to Transportation and Logistics Systems, Inc., a Nevada corporation and its wholly owned subsidiaries, Shyp FX, Inc. (“Shyp FX”), Cougar Express, Inc. (“Cougar Express”), TLSS Acquisition, Inc. (“~~TLSS Acquisition”~~TLSSA”), ~~and~~ Shyp CX, Inc. (“Shyp CX”), TLSS-FC, Inc. (“TLSS-FC”), TLSS-STI, Inc. (“TLSS-STI”). JFK Cartage, Inc. (“JFK Cartage”) and Freight Connections, Inc. (“Freight Connections”) and its deconsolidated former subsidiaries, Prime EFS, LLC (“Prime EFS”) and Shypdirect, LLC (“Shypdirect”) whose results of operations for the ~~years~~year ended December 31, 2021 ~~and 2020~~ are included in the results of the Company prior to the September 7, 2021 filing of executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey.

Statements made in this Annual Report on Form 10-K (the “Annual Report”) that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “intend,” “plan,” “goal,” “seek,” “strategy,” “future,” “likely,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to known and unknown risks, uncertainties, and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above and the risks set forth in Part I, Item 1A, “Risk Factors” in this Annual Report, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and ~~our ability~~inability to achieve sustained profitability; our need to procure substantial additional financing to fund ongoing losses and the ~~termination~~growth of our ~~mid-mile and long-haul delivery business by the single customer which accounted for the great bulk of that business, Amazon Logistics, Inc.;~~business; adverse or unanticipated events in the litigation to which we are currently a party (or as to which we may become a party in the future); adverse or unanticipated decisions by insurance companies and/or by courts construing third-party liability insurance policies to which the Company and/or its subsidiaries is a party; a failure to obtain adequate liability insurance coverage in the future; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this letter. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described herein, and, among other places, in our ~~Quarterly Reports~~Annual Report on Form ~~10-Q,~~10-K, as well as any amendments hereto or thereto, filed with the Securities and Exchange Commission.

~~We operate through our~~Transportation and Logistics Systems, Inc. (“TLSS” or the “Company”) is a publicly-traded holding company. Its active wholly-owned operating subsidiaries, Cougar Express, Freight Connections, JFK Cartage, and ~~Shyp FX, as~~Severance Trucking Co., Inc. (acquired in 2023, along with Severance Warehousing, Inc. and McGrath Leasing, Inc., together Severance Trucking), together provide a full suite of logistics and transportation ~~company~~ services, specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul services. Such entities operate several warehouse locations located in New York, New Jersey, Connecticut and Massachusetts. Inactive subsidiaries include: TLSSA, Shyp CX, Shyp FX, TLSS-FC, 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 December 31, ~~2021,~~2022, through our active subsidiaries, we owned approximately 1732 vehicles consisting of trucks, box trucks and vans, 14 trailers, and ~~employed~~15 forklifts, while employing approximately 2223 drivers.

In addition, our operations utilize the services of independent contractors, who generally use their own vehicles, on an as needed basis. ~~As of December 31, 2021, approximately nine to 12 independent contractors provided services to us on a part-time basis.~~

Between June 18, 2018 and September 30, 2020, we operated through two New Jersey-based subsidiaries, namely Prime EFS, which conducted a last-mile business focused on deliveries to retail consumers for our primary customer in New York, New Jersey, and Pennsylvania, and Shypdirect, which was formed in July 2018 and focused on, and conducted, our long-haul and mid-mile delivery businesses.

~~The great bulk of Prime EFS’s~~Since exiting the Amazon business ~~prior~~(see below), we have pursued a growth by acquisitions strategy as set forth below and, as such, continue to September 30, 2020 was conducted pursuant to the Delivery Service Provider program (the “Prime EFS DSP Program”) of Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”). In June 2020, Amazon gave notice to Prime EFS that Amazon would not be renewing the Prime EFS DSP Program agreement when that agreement terminated effective September 30, 2020. Amazon made clear to Prime EFS that Amazon’s decision not to renew the DSP agreement was part of a well-publicized initiative by Amazon to restructure how it would be delivering its last-mile services and did not reflect the quality of the services provided by Prime EFS. Prime EFS ceased operations on September 30, 2020 due to Amazon’s non-renewal of the Prime EFS DSP Program.pursue potential acquisition opportunities.

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

During the years ended December 31, 2021 and 2020, one customer, Amazon, represented 28.5% and 96.7% of our total net revenues. Approximately 28.5% of our revenue of $5,495,146 for the year ended December 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2nd fiscal quarter of 2021. This impact caused Prime EFS and Shypdirect to become insolvent and to cease operations.

On August 16, 2021, Prime EFS and Shypdirect executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In an ABC, debtor companies, here Prime EFS and Shypdirect, together referred to as the “Assignors”, executed Deeds of Assignment, assigning all of their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABCs were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Surrogate Court, Bergen County, initiating judicial proceedings. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute.

As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, we relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, we deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Our results of operations for the years ended December 31, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey.

While the Company has commenced replacing its Amazon business with acquisitions as set forth below, we continue to: (i) seek new last-mile, mid-mile and long-haul business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities.

On November 13, 2020, we formed a ~~wholly owned~~wholly-owned subsidiary, Shyp FX, under the laws of the State of New Jersey. On January 15, 2021, through Shyp FX, we simultaneously 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”). ~~The purchase price~~On June 21, 2022, we sold substantially all the assets of Shyp FX in an all-cash transaction. See details below under the APA 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.

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, ~~our subsidiary, TLSS Acquisition,~~TLSSA, acquired all of 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 New York City tri-state area. ~~The purchase price was $2,000,000~~See details below under “Acquisitions”.

On February 21, 2021, we formed a wholly owned subsidiary, Shyp CX, a company incorporated under the laws of ~~cash plus cash for~~ the State of New York. Shyp CX does not engage in any revenue-generating operations and is currently inactive.

On August 4, 2022, our wholly-owned subsidiary, Cougar Express, closed on its acquisition of ~~security deposits,~~all outstanding stock of JFK Cartage., a ~~cash payment equal to 50%~~New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. See details below under “Acquisitions”.

Effective September 16, 2022, our newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of ~~the difference between cash~~all outstanding stock of Freight Connections, a New Jersey-based company offering an array of transportation, warehousing, consolidating, distribution, 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 through March 24, 2026. 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 deliverlocal cartage services throughout the New York tri-state area. ~~Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country.~~See details below under “Acquisitions”.

Effective February 3, 2023, our newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of Severance Trucking, which offers less-than-truckload (LTL) trucking services throughout New England, with an effective date as of the close of business on January 31 2023. See details below under “Acquisitions”.

One of the Sellers also entered into a consulting agreement, including non-competition and non-solicitation provisions, to continue with Severance after the acquisition for a period of no less than three (3) months and no more than one (1) year.

We have a highly experienced and dedicated senior management team, which is currently evaluating various opportunities, whether by acquisition or otherwise, for the Company to augment its current business and/or enter into new line(s) of business. While the Company is hopeful that it will be able to announce a plan in this regard shortly, there can be no assurance that we will in fact be able to augment our current business and/or enter into new line(s) of business or to do so profitably.

TLSS was incorporated under the name “PetroTerra Corp.” in the State of Nevada on July 25, 2008. Prior to March 2017, TLSS was an independent oil or gas exploration and development company focused on the acquisition or lease of properties that potentially contained extractable oil or gas. However, at that time, we had not generated any revenues and, due to a decline of the oil and gas markets, elected to seek other business opportunities.

On March 30, 2017, TLSS entered into a Share Exchange Agreement, dated as of the same date, with Save on Transport Inc., a Florida-based non-asset provider of integrated transportation management solutions, including brokerage and logistics services related to the transportation of automobiles and other freight (“Save on Transport”), pursuant to which we acquired Save on Transport as a wholly owned subsidiary. TLSS’s acquisition of Save on Transport was treated as a reverse merger and recapitalization of Save on Transport for financial reporting purposes because the Save on Transport shareholders retained an approximate 80% controlling interest in our consolidated company. Save on Transport was considered the acquirer for accounting purposes, and our historical financial statements before the acquisition transaction were replaced with the historical financial statements of Save on Transport before such acquisition. The balance sheets at their historical cost basis of both entities were combined at the acquisition date and the results of operations from the acquisition date forward included the historical results of Save on Transport and our combined results of operations from the acquisition date forward. On May 1, 2019, we entered into a Share Exchange Agreement with Save On and Steven Yariv, whereby the Company returned all of the stock of Save On to Steven Yariv in exchange for Mr. Yariv conveying 1,000,000 shares of common stock of the Company back to the Company.

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

On July 24, 2018, TLSS formed Shypdirect LLC, a company organized under the laws of New Jersey. Shypdirect was a transportation company with a focus on tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office. Since its inception, Shypdirect generated substantially all of its revenues from Amazon. ~~As described below, in August~~

Between June 18, 2018 and September 30, 2020, we operated through Prime EFS and Shypdirect. The great bulk of Prime EFS’s business prior to September 30, 2020 was conducted pursuant to the Delivery Service Provider program (the “Prime EFS DSP Program”) of Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”). In June 2020, Amazon gave notice to Prime EFS that Amazon would not be renewing the Prime EFS DSP Program agreement when that agreement terminated effective September 30, 2020. Prime EFS ceased operations on September 30, 2020 due to Amazon’s non-renewal of the Prime EFS DSP Program. Shypdirect conducted its business as a carrier under a relay program service agreement with Amazon (the “Program Agreement”). On July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate ~~its~~the Program Agreement, effective as of November 14, 2020 (the “Shypdirect Termination Notice”). On August 3, 2020, Amazon ~~Relay Carrier Terms~~offered to withdraw the Shypdirect Termination Notice and extend the term of ~~Service with~~the Program Agreement to and including May 14, 2021 (the “Aug. 3 Proposal”). On August 4, 2020, the Company, Prime EFS and Shypdirect ~~effective~~accepted the Aug. 3 Proposal. The Program Agreement expired on May 14, 2021. ~~Accordingly, in~~In June 2021, Shypdirect ceased its tractor trailer and box truck delivery services to Amazon, and in July 2021, Shypdirect ceased all operations.

Approximately 28.5% of our revenue of $5,495,146 for the year ended December 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4^th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2^nd fiscal quarter of 2021. This impact caused Prime EFS and Shypdirect to become insolvent and to cease operations.

On August 16, 2021, Prime EFS and Shypdirect executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In an ABC, debtor companies, here Prime EFS and Shypdirect, together referred to as the “Assignors”, executed Deeds of Assignment, assigning all their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABCs were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Surrogate Court, Bergen County, initiating judicial proceedings. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute.

As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, we relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, we deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Our results of operations for the years 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.

On November 13, 2020, TLSS formed a ~~wholly owned~~wholly-owned subsidiary, Shyp FX, under the laws of the State of New Jersey. On January 15, 2021, through Shyp FX, we executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of DDTI. On April 28, 2022, we 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, we formed a ~~wholly owned~~wholly-owned subsidiary, ~~TLSS Acquisition,~~TLSSA, under the laws of the State of Delaware. On March 24, 2021, ~~TLSS Acquisition~~TLSSA acquired all of the issued and outstanding shares of capital stock of Cougar Express.

On February 21, 2021, the Company formed a ~~wholly owned~~wholly-owned subsidiary, Shyp CX, under the laws of the State of New York. Shyp CX does not engage in any revenue-generating ~~operations.~~operations and is currently inactive.

On August 17, 2022, the Company formed a wholly-owned subsidiary, TLSS-FC, under the laws of the State of Delaware. On September 16, 2022, TLSS-FC acquired all the issued and outstanding shares of capital stock of Freight Connections. TLSS-FC does not engage in any revenue-generating operations and is currently inactive.

On January 27, 2023, the Company formed a wholly-owned subsidiary, TLSS-STI, under the laws of the State of Delaware. On January 31, 2023, TLSS-STI acquired all the issued and outstanding shares of capital stock of Severance Trucking. TLSS-STI does not engage in any revenue-generating operations and is currently inactive.

Our principal executive offices are located in the United States at 5500 Military Trail, Suite 22-357, Jupiter, Florida 33458, and our telephone number is (833) 764-1443. The Company’s website is www.tlss-inc.com.

The rapid growth of e-commerce and the online retailing segment of e-commerce is well documented. Online retail companies have logistics needs that differ from those of traditional businesses. Unlike traditional inventory management, e-commerce companies need to ship items directly to customers, who expect their orders to arrive on time and as described. We have built our delivery services to perform effectively in the “on demand” shipping environment that is part of the e-commerce fulfillment solutions system. We are currently looking to offer the expertise and knowledge we have in this area to new customers.

As a result of the termination of Prime EFS’s involvement with Amazon’s DSP Program and the termination of Shypdirect’s involvement with Amazon’s Relay Carrier Terms of Service, we ~~have begun~~began the process of diversifying our business primarily starting with the acquisition of Cougar Express and the assets of DDTI. In 2022, we acquired the businesses of JFK Cartage and Freight Connections. Most recently, in 2023, we acquired Severance Trucking. Our strategy is to be a leader in the transportation industry by providing on-time, high-quality pick-up, transportation, and long-haul, mid-mile and last-mile delivery services.

Market Knowledge and Understanding. While we have been operating our current business for only a few years, our senior management personnel collectively have more than 40 years of experience in the transportation industry and broad knowledge in providing transportation services. These solutions are in high demand, and we hope to grow our business more profitably than was experienced in prior periods. Members of our senior management team have operational experience both within and without the transportation and logistics industry together with extensive experience in business growth and acquisitions. We believe we understand the various segments of the end-to-end solutions required to deliver goods rapidly and accurately between the various pick-up and delivery points in the delivery chain.

Unwavering Focus on Relationships and Superior Service. We aim to be the premier platform and partner of choice for our customers. We believe we offer superior services and solutions due to our company-wide commitment to customer service.

Experienced and Proven Management Team. We believe our management team is among the most experienced in the industry. Our senior management team brings experience in transportation and logistics, mergers and acquisitions, information technology, e-commerce retailing and fulfillment.

We hope to leverage our competitive strengths to increase shareholder value through the following core strategies.

Pursue Value-Enhancing Strategic Acquisitions. We intend to pursue strategic acquisitions as a means of adding new markets in the United States, expanding our transportation and logistics service offerings, adding talented management and operational employees, expanding, and upgrading our technology platform and developing operational best practices. We are currently at various stages of reviewing several potential acquisition targets and believe we have significant opportunities to grow our business through our knowledge of our industry and possible acquisition targets.

Build Upon Strong Customer Relationships to Expand Organically. We intend to utilize our strategic acquisitions to facilitate organic growth through leveraging our product and service capabilities, expanding the size of our service area, and adding higher margin services to our service offerings.

Expand Our Operations to Other Regions of the U.S. Our mid-mile and long-haul delivery services are currently provided in the eastern United States. As we continue to expand our marketing and customer relationships, we anticipate expanding our geographic footprint to provide such services, and to capture market share, in other regions of the U.S. by opening our own operations centers and warehouses, acquiring existing regional transportation and logistics companies operating in other areas and partnering with local operators in other regions. We believe the expansion of our business in other regions of the U.S. will also allow us to expand our relationships with existing customers who operate in those regions.

Enhance Our Operating Margins. We hope to enhance our operating margins through a combination of increased operational efficiencies, leveraging our existing assets and distribution facilities and increasing our usage of technology to help us better plan, execute and monitor the performance of our services and transportation assets.

An integral part of our operating philosophy is the utilization of technology to support our transportation services and provide our employees with real time information on the status of our operations. We believe our focus on technology as a support to our operations allows our employees to focus on performing at high levels for the benefit of our customers.

We are also exploring technology-based acquisition opportunities that can provide higher margin solution-based products and services.

For the year ended December 31, 2022, two customers accounted for 22.8% of the Company’s total net revenues (11.9% and 10.9%, respectively). For the year ended December 31, 2021, four customers represented 74.5% of the Company’s total net revenues (28.5%, 21.6%, 12.5% and 11.9%, respectively) ~~of the Company’s total net revenues, respectively. For the year ended December 31, 2020, one customer, Amazon, represented 96.7% of the Company’s total net revenues.~~.

Accordingly, we continue to have customer concentration risk, which we hope to address by expanding our organic growth through the addition of new customers and through the acquisition of businesses that provide transportation services for new customer bases.

On January 15, 2021, through Shyp FX, we simultaneously executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of DDTI. DDTI’s annual revenues in 2020 exceeded $1 million. The purchase price under the APA was $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition were vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships. The acquisition of DDTI made the Company an approved contracted service provider of FedEx, which, we believe, fits in well with our current geographic coverage area and may lead to additional expansion opportunities within the FedEx network. On June 21, 2022, we sold substantially all 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. We received net proceeds of $748,500 which is net of a broker commission of $75,000 and other expenses of $4,214. $25,000 was held in escrow, pending bulk sale tax clearance from the State of New Jersey and to cover the estimated cost of a vehicle repair. We received the escrowed funds during the fourth quarter of 2022. In connection with the sale of these assets, for the year ended December 31, 2021, we recorded a gain on the sale of $293,975.

On November 11 2020, our wholly owned subsidiary, ~~TLSS Acquisition,~~TLSSA, entered into an asset purchase agreement dated as of November 6, 2020 (“APA”), to acquire substantially all the assets and certain liabilities of 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 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country. Some of Cougar Express’s accounts have been customers of Cougar Express for more than 20 years. On March 24, 2021, TLSS Acquisition acquired all the issued and outstanding shares of capital stock of Cougar Express. 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 through March 24, 2026.

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. Ms. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 30,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area. Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $1,700,000, subject to certain adjustments. The Company: (i) paid $405,712 in cash at closing; and (ii) JFK Cartage entered into a $696,935 promissory note with the JFK Cartage Seller, $98,448 of which was payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022, with the remaining balance of $598,487, payable in three annual installments of $199,496, with interest at 5.0% percent per annum on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that existed on the books of JFK Cartage, which was paid in August 2022; and (iv) agreed to pay certain accrued liabilities and other notes payable that existed 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 TLSS Acquisition assigned its interest in the Amended SPA to TLSS-FC. Pursuant to the Amended SPA, the total purchase price was $9,365,000, subject to certain adjustment. TLSS-FC: (i) paid $1,525,000 in cash at closing, (ii) Freight Connections entered into a $4,544,671 secured promissory note with the Freight Connections Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections), and (iii) assumed certain debt. The Company issued to the Freight Connections Seller 178,911,844 shares of the Company’s common stock and 32,374 shares of the Company’s Series H preferred stock, which is convertible into an aggregate of 323,740,000 shares of the Company’s common stock based on a conversion of 10,000 shares of common stock for each share of Series H preferred stock outstanding. The common stock and the as if converted number of Series H preferred stock were valued at $0.0059 per share based on the quoted closing price of the Company’s common stock on the measurement date, for an aggregate fair value of $2,965,646. The number of shares was calculated as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company. TLSS-FC agreed to pay certain accrued liabilities and other notes payable that existed on the books of Freight Connections and agreed to pay the $4,544,671 secured promissory note, which was assumed by Freight Connections. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $9,035,317, which includes (i) cash paid of $1,525,000, (ii) the aggregate fair value of common shares and Series H preferred shares issued to Freight Connections Seller of $2,965,646, and (iii) the $4,544,671 secured promissory note in the name of Freight Connections. The purchase consideration amount does not include accrued liabilities and other notes payable, which were treated as assumed liabilities in the purchase price allocation.

Effective 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 is 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, comprising 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. TLSS-STI: (i) paid $365,613 in cash at closing and paid closing expenses of $158,700; (ii) assumed and paid off $152,748 in vehicle debt; and (iii) entered into a $1,572,939 secured promissory note with the Sellers, with interest accruing at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three (3) equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, together with all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of Severance and a corporate guaranty from TLSS. The purchase price is subject to a post-closing adjustment, up or down, determined by the amount by which Severance working capital as of the close of business on January 31, 2023, exceeds or falls short of the target working capital, as of September 30, 2022, on which the purchase price was calculated.

Consistent with our primary strategy to become a leader in the transportation industry in providing on-time, high-quality pick-up, transportation and delivery services, we expect to accomplish this goal, in part, by pursuing strategic acquisitions as a means of adding new markets in the United States, expanding ~~its~~our transportation and logistics service offerings, adding talented management and operational employees, expanding and upgrading ~~its~~our technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities is the potential for subsequent organic growth post-acquisition.

We believe that the ~~acquisition~~acquisitions of ~~DDTI and~~ Cougar Express, ~~fit~~JFK Cartage, Freight Connections, and Severance Trucking fits our current business plan, given ~~DDTI and Cougar Express’s demographic~~their geographic location, services offered, and diversified customer base, and given that itthey would provide us with a long-standing, well-run ~~operation as a first step to begin replacing the revenue we lost as a result of Amazon’s terminating its delivery service provider and mid-mile and long-haul businesses.~~operations.

~~Transportation~~The transportation services industry is highly competitive and composed of fragmented marketplaces, with multiple companies competing in the geographic region in which we provide services. We compete on service, reliability, scope and scale of operations, technological capabilities, and price. Our competitors include local, regional, and national companies that offer the same services we provide — some with larger customer bases, significantly more resources and more experience than we have. Additionally, some of our customers have internal resources that can perform services we offer. Due in part to the fragmented nature of the industry, we must strive daily to retain existing business relationships and forge new relationships.

The health of the transportation industry will continue to be a function of domestic economic growth, particularly in the e-commerce marketplace. We believe that we have positioned the Company to grow with and benefit from the e-commerce expansion. Together with our scale, technology, and company-specific initiatives, we believe that our positioning should keep us growing faster than the macro environment.

~~None.~~All of our revenues are subject to seasonal variations which are common in the trucking industry. Generally, most of the first quarter and the latter part of the fourth quarter are the seasonally weakest while the second and third quarters are the seasonally strongest, as customers tend to reduce shipments prior to and after the winter holiday season.

Our business is subject to a number of general economic factors that may have a material effect on the results of our operations, many of which are largely out of our control. These include supply chain interruptions, the impact of recessionary economic cycles, as well as downturns in our customers’ business cycles, particularly in market segments and industries, such as retail and manufacturing, where we have a significant concentration of customers. Economic conditions may materially affect our customers’ business levels, the amount of transportation services they need and their ability to pay for our services. We operate in a highly price-sensitive and competitive industry, making industry pricing actions, quality of customer service, effective asset utilization and cost control major competitive factors.

Our operations are regulated and licensed by various governmental agencies. These regulations impact us directly and indirectly by regulating third-party transportation providers we use to transport freight for our customers.

Regulation Affecting Motor Carriers, Owner-Operators and Transportation Brokers. In the United States, our subsidiaries that operate as motor carriers have motor carrier licenses issued by the Federal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation (“DOT”). In addition, our subsidiaries acting as property brokers have property broker licenses issued by the FMCSA. Our motor carrier subsidiaries and the third-party motor carriers must comply with the safety and fitness regulations of the DOT, including those related to drug-testing, alcohol-testing, hours-of-service, records retention, vehicle inspection, driver qualification and minimum insurance requirements. Weight and equipment dimensions also are subject to government regulations. We also may become subject to new or more restrictive regulations relating to emissions, drivers’ hours-of-service, independent contractor eligibility requirements, onboard reporting of operations, air cargo security and other matters affecting safety or operating methods. Other agencies, such as the U.S. Environmental Protection Agency (“EPA”), the Food and Drug Administration (“FDA”), and the U.S. Department of Homeland Security (“DHS”), also regulate our equipment, operations and independent contractor drivers. Like our third-party support carriers, we are subject to a variety of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate. In foreign jurisdictions where we operate, our operations are regulated by the appropriate governmental authorities.

In 2010, the FMCSA introduced the Compliance Safety Accountability program (“CSA”), which uses a Safety Management System (“SMS”) to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories, or “BASICs.”

Although the CSA scores are not currently publicly available, we believe such scores will be made public in the future. Our fleet could be ranked worse or better than our competitors, and the safety ratings of our motor carrier operations could be impacted. Our network of third-party transportation providers may experience a similar result. A reduction in safety and fitness ratings may result in difficulty attracting and retaining qualified independent contractors and could cause our customers to direct their business away from the Company and to carriers with more favorable CSA scores, which would adversely affect our results of operations.

Classification of Independent Contractors. Tax and other federal and state regulatory authorities, as well as private litigants, continue to assert that independent contractor drivers in the trucking industry are employees rather than independent contractors. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements and heighten the penalties for companies who misclassify workers and are found to have violated overtime and/or wage requirements. Additionally, federal legislators have sought to abolish the current safe harbor allowing taxpayers that meet certain criteria to treat individuals as independent contractors if they are following a longstanding, recognized practice. Federal legislators also sought to expand the Fair Labor Standards Act to cover “non-employees” who perform labor or services for businesses, even if said non-employees are properly classified as independent contractors; require taxpayers to provide written notice to workers based upon their classification as either an employee or a non-employee; and impose penalties and fines for violations of the notice requirement and/or for misclassifications. Some states have launched initiatives to increase revenues from items such as unemployment, workers’ compensation and income taxes, and the reclassification of independent contractors as employees could help states with those initiatives. Taxing and other regulatory authorities and courts apply a variety of standards in their determinations of independent contractor status. If our independent contractor drivers are determined to be employees, we would incur additional exposure under some or all the following: federal and state tax, workers’ compensation, unemployment benefits, and labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.

Environmental Regulations. Our facilities and operations and our independent contractors are subject to various environmental laws and regulations dealing with the hauling, handling and disposal of hazardous materials, emissions from vehicles, engine-idling, fuel tanks and related fuel spillage and seepage, discharge and retention of storm water, and other environmental matters that involve inherent environmental risks. Similar laws and regulations may apply in many of the foreign jurisdictions in which we operate. We have instituted programs to monitor and control environmental risks and maintain compliance with applicable environmental laws and regulations. We may be responsible for the cleanup of any spill or other incident involving hazardous materials caused by our operations or business. In the past, we have been responsible for the costs of cleanup of diesel fuel spills caused by traffic accidents or other events, and none of these incidents materially affected our business or operations. We generally transport only hazardous materials rated as low-to-medium-risk, and a small percentage of our total shipments contain hazardous materials. We believe that our operations are in substantial compliance with current laws and regulations, and we do not know of any existing environmental condition that reasonably would be expected to have a material adverse effect on our business or operating results. Future changes in environmental regulations or liabilities from newly discovered environmental conditions or violations (and any associated fines and penalties) could have a material adverse effect on our business, competitive position, results of operations, financial condition or cash flows. U.S. federal and state governments, as well as governments in certain foreign jurisdictions where we operate, have also proposed environmental legislation that could, among other things, potentially limit carbon, exhaust and greenhouse gas emissions. If enacted, such legislation could result in higher costs for new tractors and trailers, reduced productivity and efficiency, and increased operating expenses, all of which could adversely affect our results of operations.

As of the date of this annual report, ~~the only~~ employed individuals providing services to Transportation and Logistics Systems, Inc. are its chief executive officer, ~~and~~ its chief financial ~~officer.~~officer, its chief operating officer, and four other employees. Other professional and executive services are procured by TLSS through independent contractors.

As of the date of this annual report, ~~Shyp FX and Cougar Express have~~TLSS has approximately 397 employees, all of whom are full-time.

As of the date of this annual report, Cougar Express and JFK Cartage have approximately 25 employees, all of whom are full-time.

As of the date of this annual report, Freight Connections has approximately 32 employees, all of whom are full-time.

As of the date of this annual report, Severance Trucking has approximately 85 employees, all of whom are full-time.

Prior to the hiring Sebastian Giordano as to our ~~chief executive officer,~~Chief Executive Officer, we retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Mr. Giordano was and is the sole principal of Ascentaur. Under the Consulting Agreement, Ascentaur provided restructuring and management services to the Company under direction of the Board. The Consulting Agreement terminated on January 4, 2022, the date that Mr. Giordano became Chief Executive Officer, President and Chairman of the Board of the Company. Between February 21, 2020 and January 3, 2022, Mr. Giordano devoted the majority of his business attention to the Company but spent time on other business ventures as well.

As consideration for Mr. Giordano’s services, through January 4, 2022, Ascentaur received a base consulting fee of $300,000 annually, payable in installments of $12,500 twice a month and during 2021, received eligible bonuses of ~~$184,621~~$217,187 based on certain Company revenue, EBITDA, market capitalization or capital raise ~~milestones.~~milestone sand reimbursement of $25,812 for health benefits. In addition, upon approval by the Board, in 2020, Ascentaur received nonqualified stock options to purchase up to 25,000,000 shares of Common Stock of the Company at an exercise price of $0.06 per share. ~~In addition, during 2021, Mr. Giordano received reimbursement of $25,812 for health benefits.~~

On January 4, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $400,000 as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives. On March 11, 2022, pursuant to this employment agreement, the Company’s Board of Directors granted the chief executive officer 122,126,433 shares of its common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of 30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year ~~quarter~~ through January 3, 2025.

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. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., an LTL / line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James Giordano’s employment with the Company is at will. He will receive annual compensation of $250,000 as well as annual discretionary bonuses and equity grants, business expense reimbursement and benefits as generally made available to the Company’s executives. On July 6, 2022, the Company entered into a definitive Employment Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for “cause” as defined in such agreement. Annual base compensation is $250,000, with an annual bonus for 2022 in total up to a maximum of $125,000 per year conditioned on the achievement of specified milestones, and future annual bonuses to be conditioned on achievement of milestones to be negotiated based on the circumstances of the Company at such time. On March 11, 2022 and effective January 4, 2022, we agreed to grant restricted stock awards to Mr. James Giordano for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022.

On September 12, 2022, the Company retained the services of Mr. Justin Frey has joined the Company as its Chief Operating Officer. Mr. Justin Frey started his career in transportation and logistics in 1989 with Consolidated Freightways, when it was the nation’s largest long-haul trucking company, as a customer service representative and held various positions there, including dispatcher, dock supervisor, sales executive and terminal manager. In the years from 2013 to 2018, he worked for FFE Transportation, one of the largest temperature-controlled National LTL transportation companies with revenues of more than $150 million, serving as terminal manager in California and Illinois before being promoted to Eastern Region Director of Operations. From 2018 through 2019, Mr. Frey worked as Director of Operations with Dicom/Eastern Connection, a $40 million regional overnight small package carrier. From 2019 to 2020, he was Director of Freight Operations for Freeman Company, one of the world’s largest event companies with revenues of $2.9 billion worldwide. He most recently held the position of Vice President of Operations with LandAir, the largest privately held LTL carrier in New England, along with PDS, LandAir’s TL subsidiary, with revenues of $40 million. He will receive annual compensation of $225,000 as well as annual discretionary bonuses and equity grants, business expense reimbursement and benefits as generally made available to the Company’s executives. On January 3, 2023, we agreed to grant restricted stock awards to Mr. Justin Frey for 21,634,615 common shares of the Company which were valued at $90,865, or $0.0042 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 5,408,653 shares vesting on March 31, 2023, and 5,408,654 common shares vesting each quarter through December 31, 2023.

We believe that a diverse workforce is important to our success. We will continue to focus on the hiring, retention and advancement of women and underrepresented populations, and to cultivate an inclusive and diverse corporate culture. In the future, we intend to continue to evaluate our use of human capital measures or objectives in managing our business such as the factors we employ or seek to employ in the development, attraction and retention of personnel and maintenance of diversity in our workforce.

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

We also provide robust compensation and benefits programs to help meet the needs of our employees. We believe that we maintain a satisfactory working relationship with our employees and have not experienced any labor disputes.

~~Shyp FX~~Cougar Express. JFK Cartage, Freight Connections and ~~Cougar Express~~Severance Trucking use a suite of non-proprietary software programs and other technologies to manage dispatching of vehicles, employees, DOT compliance, vehicle maintenance, and scheduling.

We file annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC’s website at www.sec.gov. You may also obtain our recent filings with the Securities and Exchange Commission from the “Investors—Regulatory Filings” section of our website www.tlss-inc.com.

Investing in our common stock involves a high degree of risk. You should not invest in our stock unless you are able to bear the complete loss of your investment. You should carefully consider the risks described below, as well as other information provided to you in this annual report on Form 10-K, including information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results” before making an investment decision. The risks and uncertainties described below are not the only ones facing TLSS. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.

We lack an established operating history on which to evaluate our business and determine if we will be able to execute our business plan and can give no assurance that operations will result in profits.

We have been engaged in our current continuing and proposed business operations since June 2018. As a result, we have a limited operating history upon which you may evaluate our proposed business and prospects. Our proposed business operations are subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises. You should consider an investment in our Company considering these risks, uncertainties, expenses and difficulties. Such risks include:

Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our Company. We may be unable to successfully overcome these risks which could harm our business.

Our business strategy may be unsuccessful, and we may be unable to address the risks we face in a cost-effective manner, if at all. If we are unable to successfully address these risks our business will be harmed.

We intend to focus on rapid growth, including organic growth and additional acquisitions. We may experience difficulties and higher-than-expected expenses in executing this strategy because of unfamiliarity with new markets, changes in revenue and business models, entering into new geographic areas and increased pressure on our existing infrastructure and information technology systems.

We will need to continually improve existing procedures and controls, as well as implement new transaction processing, operational and financial systems, and procedures and controls to expand, train and manage our employee base. Our working capital needs will continue to increase as our operations grow. Failure to manage our growth effectively, or obtain necessary working capital, could have a material adverse effect on our business, results of operations, cash flows, stock price and financial condition.

We have acquired and, in the future, we may seek to acquire other carriers as well as other complementary businesses. Exploration of potential acquisitions requires significant attention from our management team. In addition, we expect to compete for acquisition opportunities with other companies, some of which may have greater financial and other resources than we do. We cannot ensure that we will have sufficient cash to consummate an acquisition or otherwise be able to obtain financing under acceptable terms - or obtain financing at all - for an acquisition. If we are unable to access sufficient funding for potential acquisitions, we may not be able to complete transactions that we otherwise find advantageous.

● we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability;

● we may experience difficulties managing businesses that are outside our historical core competency and markets;

● we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management;

● we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities;

● we may be required to temporarily match existing customer pricing in the acquiree’s markets, which may be lower than the rates that we would

● liabilities we assume could be greater than our original estimates or may not be disclosed to us at the time of acquisition;

● we may incur additional indebtedness or we may issue additional equity to finance future acquisitions, which could be dilutive to our shareholders;

In addition, we may have difficulty integrating any acquired business and its operations, services and personnel into our existing operations, and such integration may require a significant amount of time and effort by our management team. To the extent we do not successfully avoid or overcome the risks or problems resulting from any acquisitions we undertake, there could be a material adverse effect on our business, financial condition and results of operations.

Economic recessions and other factors that reduce freight volumes could have a material adverse impact on our business.

The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of our customers, increases in prices charged by third-party carriers, interest rate fluctuations and other U.S. and global economic factors beyond our control. During economic downturns, reduced overall demand for transportation services will likely reduce demand for our services and exert downward pressures on rates and margins. In periods of strong economic growth, demand for limited transportation resources can result in increased network congestion and resulting operating inefficiencies. In addition, deterioration in the economic environment subjects our business to various risks that may have a material impact on our operating results and cause us to not reach our long-term growth goals. These risks may include the following:

● A reduction in overall freight volumes in the marketplace reduces our opportunities for growth.

● A downturn in our customers’ business cycles causes a reduction in the volume of freight shipped by those customers.

● Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business.

● Some of our customers may not pay us as quickly as they have in the past, causing our working capital needs to increase.

● A significant number of our transportation providers may go out of business, and we may be unable to secure sufficient equipment or other transportation services to meet our commitments to our customers.

● We may not be able to appropriately adjust our expenses to changing market demands.

We have ongoing capital requirements that necessitate sufficient cash flow from operations and/or obtaining financing on favorable terms.

We have depended primarily on short term borrowings and cash from operations to expand the size of our operations and upgrade and expand the size of our delivery fleet. In the future, we may be unable to generate sufficient cash from operations to support or grow our operations or to obtain sufficient financing on favorable terms for such purposes. If any of these events occur, then we may face liquidity constraints or be forced to enter into less than favorable financing arrangements. Additionally, such events could adversely impact our ability to provide services to our customers.

There can be no assurance that we will be able to implement our business plan, generate sustainable revenue or ever achieve consistently profitable operations. We cannot assure you that we can achieve or sustain profitability on a quarterly or annual basis in the future.

Changes in our relationships with our significant customers, including the loss or reduction in business from one or more of them, could have an adverse impact on us.

~~During~~For the ~~years~~year ended December 31, ~~2021 and 2020, one customer, Amazon,~~2022, two customers represented ~~28.5% and 96.7%~~22.8% of the Company’s total net ~~revenues.~~revenues (11.9% and 10.9%, respectively). For the year ended December 31, 2021, four customers represented 74.5% (28.5%, 21.6%, 12.5% and 11.9%, respectively) of the Company’s total net revenues, respectively. Approximately 28.5% of the Company’s revenue of $5,495,146 for the year ended December 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul businesses, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2nd fiscal quarter of 2021. This impact ~~has~~ caused Prime EFS and Shypdirect to become insolvent and to cease operations. ~~Until such time, if ever, that~~In 2021, we ~~can diversify~~began to acquire other business and diversified our customer base and ~~add~~added additional ~~significant customers, the loss of Amazon as a customer materially impaired our overall consolidated financial condition and our consolidated results of operations.~~customers. Our contractual relationships with customers, including Amazon, generally are terminable at will by the customers on short notice and do not require the customer to provide any minimum commitment. Our customers could choose to divert all or a portion of their business with us to one of our competitors, demand rate reductions for our services, require us to assume greater liability that increases our costs, or develop their own logistics capabilities. Failure to retain our existing customers or enter into relationships with new customers could materially impact the growth in our business and the ability to meet our current and long-term financial forecasts.

As required, we ~~dependent~~may depend on third parties to provide truck and other transportation services and to report certain events to us, including delivery information and claims. This reliance could cause delays in reporting certain events, including recognizing revenue and claims. Our inability to maintain positive relationships with our vendors could significantly limit our ability to serve our customers on competitive terms. If we are unable to secure sufficient equipment or other transportation services to meet our commitments to our customers or provide our services on competitive terms, our operating results could be materially and adversely effected, and our customers could switch to our competitors temporarily or permanently. Many of these risks are beyond our control, including the following:

● equipment shortages in the transportation industry, particularly among contracted truckload carriers and truck leasing companies.

● interruptions in service or stoppages in transportation as a result of labor disputes, network congestion, weather-related issues, “Acts of God,” or acts of terrorism.

● increases in operating expenses for carriers, such as fuel costs, insurance premiums and licensing expenses, that result in a reduction in available carriers; and

Any shortage of supply of vehicles available to the Company could have a material adverse effect on our business, financial condition, and results of operations.

Increases in independent contractor driver compensation or other difficulties attracting and retaining qualified independent contractor drivers could adversely affect our profitability and ability to maintain or grow our independent contractor driver fleet.

Our business operates with a combination of employed drivers and through fleets of vehicles that are owned and operated by independent contractors. In the case of independent contractors, they are responsible for maintaining and operating their own equipment and paying their own fuel, insurance, licenses, and other operating costs. Turnover and bankruptcy among independent contractor drivers often limit the pool of qualified independent contractor drivers and increase competition for their services. In addition, regulations such as the FMCSA Compliance Safety Accountability program may further reduce the pool of qualified independent contractor drivers. Thus, our continued reliance on independent contractor drivers could limit our ability to grow our ground transportation fleet.

In the future, we may experience difficulty in attracting and retaining sufficient numbers of qualified independent contractor drivers. Additionally, our agreements with independent contractor drivers are terminable by either party upon short notice without penalty. Consequently, we regularly need to recruit qualified independent contractor drivers to replace those who have left our fleet. If we are unable to retain our existing independent contractor drivers or recruit new independent contractor drivers, our business and results of operations could be adversely affected.

The compensation we offer our independent contractor drivers is subject to market conditions and we may find it necessary to continue to increase independent contractor drivers’ compensation in future periods. If we are unable to continue to attract and retain a sufficient number of independent contractor drivers, we could be required to increase our mileage rates and accessorial pay or operate with fewer trucks and face difficulty meeting shipper demands, all of which would adversely affect our profitability and ability to maintain our size or to pursue our growth strategy.

The COVID-19 pandemic may negatively affect our financial condition and results of operations.

Our financial condition and results of operations for fiscal year ~~2021~~2022 and beyond may be materially adversely affected by COVID-19.

The full extent to which COVID-19 will impact our financial condition and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new medical and other information that may emerge concerning COVID-19 and the actions by governmental entities or others to address it, contain it or treat its impact.

COVID-19 poses the risk that we or our employees, suppliers, professional advisors, customers, and others may be restricted or prevented from conducting business activities for indefinite or intermittent periods of time, including as a result of employee health and safety concerns, shutdowns, travel restrictions and other actions and restrictions that may be prudent or required by governmental authorities. Even after governmental entities have lifted current restrictions, there is a risk that such orders will be reinstated in jurisdictions in the short and long term, making it difficult to predict the longer-term financial impact of this virus on the Company.

We have modified our business practices for the continued health and safety of our employees - including, among other things, implementing a work-from-home policy to the fullest extent possible, a limited travel policy and a social distancing policy - and we may take further actions, or be required to take further actions, that are in the best interests of our employees. Our suppliers, professional advisors and customers have also implemented such measures, which has resulted in, and we expect will continue to result in, disruptions or delays and higher costs. The implementation of health and safety practices could impact customer demand, supplier deliveries, our productivity, and costs, which could have a material adverse impact on our business, financial condition, or results of operations.

Further, the impacts of COVID-19 have caused significant uncertainty and volatility in the credit markets. If our liquidity or access to capital becomes further constrained, or if costs of capital increase significantly due to the impact of COVID-19 because of volatility in the capital markets or other factors, then our financial condition, results of operations and cash flows could be materially adversely affected.

Our management of the impact of COVID-19 has and will continue to require significant investment of time from our management and employees, as well as resources across the Company. The focus on managing and mitigating the impacts of COVID-19 on our business may cause us to divert or delay the application of our resources toward existing or new initiatives or investments, which could have a material adverse impact on our results of operations.

We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail.

We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts at one financial institution. On December 31, 2022, cash in bank in excess of FDIC insured levels amounted to approximately $1,143,000. On March 12, 2023, Signature Bank, our financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, we had all of our cash 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. 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. We are currently looking at additional banking options to ensure that our exposure is limited or reduced to the FDIC protection limits. If the financial institution in which we hold such funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely impact our short-term liquidity and ability to meet our operating expense obligations, including payroll obligations. If the financial institution in which we hold funds for working capital and operating expenses were to fail, we cannot provide any assurances that such governmental agencies would take action to continue to protect our uninsured deposits or investments in a similar manner.

We will incur significant costs as a result of operating as a public company, and our management may be required to devote substantial time to compliance initiatives.

As a public company, we incur significant legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls as well as mandating certain corporate governance practices. Our management and other personnel will devote a substantial amount of time and financial resources to these compliance initiatives.

If we fail to staff our accounting and finance function adequately or maintain internal control systems adequate to meet the demands that are placed upon us as a public company, we may be unable to report our financial results accurately or in a timely manner and our business and stock price, assuming that a market for our stock develops, may suffer. The costs of being a public company, as well as diversion of management’s time and attention, may have a material adverse effect on our future business, financial condition and results of operations.

We may have insufficient funds to fully develop our business, which may adversely affect our future growth.

Until we can generate a sufficient amount of revenue, if ever, we expect to finance our anticipated future growth and possibly future strategic acquisitions through public or private equity offerings or debt financings. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of, our plans to grow our revenues or to consummate one or more strategic acquisitions or otherwise to scale back our business plans. In addition, we could be forced to reduce or forego attractive business opportunities. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. In addition, debt financing, if available, may involve restrictive covenants. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time. Our access to the financial markets and the pricing and terms we receive in the financial markets could be adversely impacted by various factors, including changes in financial markets and interest rates.

Our forecasts regarding the sufficiency of our financial resources to support our current and planned operations are forward-looking statements and involve significant risks and uncertainties, and actual results could vary because of a number of factors, including the factors discussed elsewhere in this “Risk Factors” section. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Our future capital requirements may be substantial and will depend on many factors including:

Raising capital in the future could cause dilution to our existing shareholders and may restrict our operations or require us to relinquish rights.

In the future, we may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration or strategic alliance arrangements with third parties, we may have to relinquish valuable rights to our future revenue streams or product candidates on terms that are not favorable to us.

Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.

Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our operating results have fluctuated significantly in the past and could fluctuate in the future. Factors that may contribute to fluctuations include:

If we are unable to attract and retain qualified executive officers and managers, we will be unable to operate efficiently, which could adversely affect our business, financial condition, results of operations and prospects.

We depend on the continued efforts and abilities of our executive officer, particularly Sebastian Giordano, as well as the senior management of our subsidiaries to establish and maintain our customer relationships and identify strategic opportunities. The loss of any one of them could negatively affect our ability to execute our business strategy and adversely affect our business, financial condition, results of operations and prospects. Competition for managerial talent with significant industry experience is high and we may lose access to executive officers for a variety of reasons, including more attractive compensation packages offered by our competitors. Although we have entered into an employment agreement with a key employee, we cannot guarantee that any of our officers or other key management personnel will remain employed by us for any length of time. Our inability to adequately fill vacancies in our senior executive positions on a timely basis could negatively affect our ability to implement our business strategy, which could adversely impact our results of operations and prospects.

We have a history of losses and may continue to incur losses in the future.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Historically, we have primarily funded our operations with proceeds from sales of convertible debt and convertible preferred stock. Since our inception, we have incurred recurring losses, including a loss from operations of ~~$6,445,024~~$8,037,864 and ~~$8,215,551~~$6,445,024 for the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively. Until such time that we implement our growth through acquisition strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. These losses may increase, and we may never achieve profitability for a variety of reasons, including increased competition, decreased growth in the e-commerce and the transportation and logistics industries and other factors described elsewhere in this “Risk Factors” section.

During the year ended December 31, 2021, we issued an aggregate of 343,118 shares of our Series E preferred stock for net proceeds of $3,590,500 and issued an aggregate of 615,000 shares of our Series G preferred stock for net proceeds of $5,479,560. On January 25, 2022, we entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 shares of Series G and (ii) Warrants to purchase 70,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each share of Series G purchased (the “January 2022 Series G Offering”). The gross proceeds to the Company were $700,000, or $10.00 per unit. The Company paid placement agent fees of $70,000 and received net proceeds of $630,000. The proceeds were used for the acquisition of Cougar Express, JFK Cartage, and ~~DDTI,~~Freight Connections, the repayment of debt, and for working capital purposes. Additionally, during the year ended December 31, 2021 and during the three months ended March 31, 2022, we received proceeds of $4,226,383 and $245,714 from the exercise of stock ~~warrants. As such, we expect that our~~warrants, respectively.

Our cash as of December 31, ~~2021~~2022 will not be sufficient to fund our operations for at least the next twelve months from the date of the issuance of the consolidated financial ~~statements.~~statements and we will need to raise additional working capital.

We could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss.

As a result of the acquisitions of JFK Cartage and Freight Connections, during the year ended December 31, 2022, there was a $7,750,835 increase in the gross intangible assets made up of $5,644,956 of finite lived intangible assets and $2,105,879 of goodwill. The increase in gross finite lived intangible assets is associated with customer relationships and covenants not to compete and have finite lives.

~~Notwithstanding~~As a result of the ~~foregoing, subsequent to~~acquisitions of Shyp FX and Cougar Express, during the year ended December 31, 2021, ~~we received additional proceeds~~there was a $2,647,217 increase in the gross intangible assets made up of ~~$855,000 from the sale~~$2,647,217 of ~~Series G preferred stock~~finite lived intangible assets. The increase in gross finite lived intangible assets is associated with customer relationships and ~~$245,714 from the exercise of warrants which only further improve our financial condition.~~covenants not to compete and have finite lives.

Based on the Company’s impairment analysis, management determined that an intangible impairment charge was required for the year ended December 31, 2022 and accordingly, the Company recorded an impairment loss of $2,090,567.

As of December 31, 2022, we had goodwill of $2,105,879 and other intangible assets, net of $4,601,677. We evaluate our goodwill and other intangible assets for impairment. We could recognize impairments in the future, and we may never realize the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.

We have identified material weaknesses in our internal control over financial reporting, and we cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

We have historically had a small internal accounting and finance staff with limited experience in public reporting. This lack of adequate accounting resources has resulted in the identification of material weaknesses in our internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. In connection with the preparation of our consolidated financial statements for the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, our management team identified material weaknesses relating to, among other matters:

As discussed above, we have taken steps and plan to continue to take additional steps, to seek to remediate these material weaknesses and to improve our financial reporting systems and implement new policies, procedures, and controls. If we do not successfully remediate the material weaknesses described above, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results on a timely basis, which could cause our reported financial results to be materially misstated and require restatement which could result in the loss of investor confidence, delisting and/or cause the market price of our common stock to decline.

Our preferred stock securities purchase agreements impose restrictions on us that may prevent us from engaging in beneficial transactions.

We have entered into preferred stock securities purchase agreements that contain covenants that restrict our ability to, among other things:

Actual results could differ from the estimates and assumptions that we use to prepare our consolidated financial statements.

To prepare consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions as of the date of the consolidated financial statements that affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. Areas requiring significant estimates by our management include:

At the time the estimates and assumptions are made, we believe they are accurate based on the information available. However, our actual results could differ from, and could require adjustments to, those estimates.

The transportation industry in which we compete is affected by general economic and business risks that are largely beyond our control.

The point-to-point transportation industry is highly cyclical, and our business is dependent on several factors, many of which are beyond our control. We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets in general, such as:

The risks associated with these factors are heightened when the United States and/or global economy is weakened. Some of the principal risks during such times are as follows:

We also are subject to cost increases outside of our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, increases in fuel prices, driver wages, owner-operator contracted rates, interest rates, taxes, tolls, license and registration fees, insurance, trucks and other transportation equipment and healthcare for our employees.

Our suppliers’ business levels also may be negatively affected by adverse economic conditions or financial constraints, which could lead to disruptions in the supply and availability of equipment, parts, and services critical to our operations. A significant interruption in our normal supply chain could disrupt our operations, increase our costs and negatively impact our ability to serve our customers.

In addition, events outside our control, such as strikes or other work stoppages at our facilities or at customer, port, border or other shipping locations, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action and economic sanctions against a foreign state or individuals or groups located in or citizens of a foreign state, heightened security requirements, outbreaks of contagious disease including COVID-19 or other adverse public health developments could lead to reduced economic demand, reduced availability of credit or temporary closing of the shipping locations or United States borders. Such events or enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs.

Our industry is highly competitive and fragmented, and our business and results of operations may suffer if we are unable to adequately address downward pricing and other competitive pressures.

We compete with many carriers of varying sizes, including some that may have greater access to equipment, a wider range of services, greater capital resources, less indebtedness or other competitive advantages and including smaller, regional service providers that cover specific shipping lanes with specific customers or that offer niche services. We also compete, to a lesser extent, with some less-than-truckload carriers, railroads, and third-party logistics, brokerage, freight forwarding and other transportation companies. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:

Driver shortages and increases in driver compensation or owner-operator contracted rates could adversely affect our profitability and ability to maintain or grow our business.

Driver shortages in our industry have required, and could continue to require, us to spend more money to locate and retain company and owner-operator drivers. Our challenge with attracting and retaining qualified drivers primarily stems from intense market competition, which may subject us to increased payments for driver compensation and owner-operator contracted rates. Also, because of the intense competition for drivers, we may face difficulty maintaining or increasing our number of company and owner-operator drivers. Compliance and enforcement with initiatives included in the CSA program implemented by the FMCSA and regulations adopted by the DOT relating to driver time and safety and fitness could also reduce the availability of qualified drivers. In addition, like most in our industry, we suffer from a high turnover rate of drivers, especially, with respect to company drivers, in the first 180 days of employment. The high turnover rate requires us to continually recruit a substantial number of drivers to operate existing delivery vehicles. Further, with respect to owner-operator drivers, shortages can result from contractual terms or company policies that make contracting with us less desirable to certain owner-operator drivers. Due to the absence of long-term personal services contracts, owner-operators can quickly terminate their business relationships with us. If we are unable to continue to attract and retain a sufficient number of company and owner-operator drivers, we could be required to operate with fewer trucks and face difficulty meeting shipper demands or be forced to forego business that would otherwise be available to us, which developments could adversely affect our profitability and ability to maintain or grow our business.

Seasonality and the impact of weather and other catastrophic events adversely affect our operations and profitability.

Our operations are affected by the winter season because inclement weather impedes operations. At the same time, operating expenses increase due to, among other things, a decline in fuel efficiency because of engine idling and harsh weather that creates higher accident frequency, increased claims, and higher equipment repair expenditures. We also may suffer from weather-related or other events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions, which may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy our assets or the assets of our customers or otherwise adversely affect the business or financial condition of our customers, any of which developments could adversely affect our results or make our results more volatile.

We may be adversely affected by fluctuations in the price or availability of diesel fuel.

Fuel is one of our largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond our control, such as political events, price and supply decisions by oil producing countries and cartels, terrorist activities, environmental laws and regulations, armed conflicts, depreciation of the dollar against other currencies, world supply and demand imbalances or imposition of tariffs and economic sanctions, and hurricanes and other natural or man-made disasters, each of which may lead to an increase in the cost of fuel. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because our operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages or supply disruptions could materially and adversely affect our results of operations and financial condition. We have not used derivatives as a hedge against higher fuel costs in the past but continue to evaluate this possibility.

Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have an adverse effect on our operations and profitability. We incur certain fuel costs that cannot be recovered even with respect to customers with which we maintain fuel surcharge programs, such as those associated with empty miles or the time when our engines are idling. Because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture in any particular period the increased costs we pay for fuel, especially when prices are rising. Further, during periods of low freight volumes, shippers can use their negotiating leverage to impose less compensatory fuel surcharge policies. There can be no assurance that our fuel surcharge program will be maintained indefinitely or will be sufficiently effective.

Increased prices for, or decreases in the availability of, new trucks and delivery vehicles and decreases in the value of used trucks and delivery vehicles could adversely affect our results of operations and cash flows.

Investment in new and used equipment is a significant part of our annual capital expenditures, and we require an available supply of trucks and other delivery vehicles from equipment manufacturers to operate and grow our business. In recent years, manufacturers have raised the prices of new trucks and other vehicles and equipment significantly due to increased costs of materials and, in part, to offset their costs of compliance with new tractor engine and emission system design requirements mandated by the EPA and various state agencies, which are intended to reduce emissions. For example, more restrictive EPA engine and emissions system design requirements became effective for engines built on or after January 1, 2010. In 2011, the EPA and the NHTSA established Phase 1 of a national program to reduce greenhouse gas emissions and establish new fuel efficiency standards for medium- and heavy-duty vehicles beginning for model year 2014 and extending through model year 2018. In October 2016, the EPA and NHTSA jointly published final Phase 2 standards for improving fuel efficiency and reducing greenhouse gas emissions from new on-road medium- and heavy-duty vehicles beginning for model year 2019 and extending to model year 2027. The Phase 2 standards build upon the Phase 1 standards, encouraging wider application of currently available technologies and the development of new and advanced cost-effective technologies through model year 2027. In addition, greenhouse gas emissions limits and fuel efficiency standards will be imposed on new trailers. Greenhouse gas emissions regulations are likely to affect equipment design and cost. More recently, in November 2018, the EPA announced the Cleaner Trucks Initiative (CTI), pursuant to which it plans to propose and finalize a rulemaking updating standards for nitrogen oxide emissions from highway heavy-duty trucks and engines. The EPA is expected to issue a proposed rulemaking to implement the CTI program in 2020. Notwithstanding the federal standards, a number of states have mandated, and states may continue to individually mandate, additional emission-control requirements for equipment that could increase equipment or other costs for entire fleets. Further equipment price increases may result from these federal and state requirements. If new equipment prices increase more than anticipated, we could incur higher depreciation and rental expenses than anticipated. If we are unable to fully offset any such increases in expenses with freight rate increases and/or improved fuel economy, our results of operations and cash flows could be adversely affected.

We may face difficulty in purchasing or leasing new equipment due to decreased supply. From time to time, some original equipment manufacturers (OEM) of tractors, trailers and other delivery vehicles may reduce their manufacturing output due to lower demand for their products in economic downturns or a shortage of component parts. Uncertainty as to future federal emission standards or possible future inconsistencies between federal and state emission standards may also serve to decrease such manufacturing output. Component suppliers may either reduce production or be unable to increase production to meet OEM demand, creating periodic difficulty for OEMs to react in a timely manner to increased demand for new equipment and/or increased demand for replacement components as economic conditions change. At times, market forces may create market situations in which demand outstrips supply. In those situations, we may face reduced supply levels and/or increased acquisition or lease costs. An inability to continue to obtain an adequate supply of new or used tractors or trailers for our operations could have a material adverse effect on our business, results of operations and financial condition.

During prolonged periods of decreased tonnage levels, we and other trucking companies may make strategic fleet reductions, which could result in an increase in the supply of used equipment. When the supply exceeds the demand for used trucks or other delivery vehicles, the general market value of such used equipment decreases. Used equipment prices are also subject to substantial fluctuations based on availability of financing and commodity prices for scrap metal. A depressed market for used equipment could require us to trade our truck or other delivery vehicles at depressed values or to record losses on disposal or an impairment of the carrying values of our equipment that is not protected by residual value arrangements. Trades at depressed values and decreases in proceeds under equipment disposals and impairment of the carrying values of our equipment could adversely affect our results of operations and financial condition.

We operate in a highly regulated industry, and changes in existing laws or regulations, or liability under existing or future laws or regulations, could have a material adverse effect on our results of operations and profitability.

We operate in the United States pursuant to operating authority granted by the DOT. We, as well as our Company and owner-operator drivers, must also comply with governmental regulations regarding safety, equipment, environmental protection, and operating methods. Examples include regulation of equipment weight, equipment dimensions, fuel emissions, driver hours-of-service, driver eligibility requirements, on-board reporting of operations and ergonomics. We may become subject to new, or amendment of existing, laws and regulations, reinterpretation of legal requirements or increased governmental enforcement that may impose more restrictive regulations relating to such matters that may require changes in our operating practices, influence the demand for transportation services or require us to incur significant additional costs. Possible changes to laws and regulations include:

From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including taxes on motor fuels and emissions, which may increase our or our independent affiliates’ operating costs, require capital expenditures or adversely impact the recruitment of drivers.

Restrictions on greenhouse gas emissions or climate change laws or regulations could also affect our customers that use significant amounts of energy or burn fossil fuels in producing or delivering the products we carry, which, in turn, could adversely impact the demand for our services as well as our operations. Additionally, recent activism directed at shifting funding away from companies with energy-related assets could result in limitations or restrictions on certain sources of funding for the energy sector, which also could adversely impact the demand for our services and our operations. We also could lose revenue if our customers divert business from us because we have not complied with customer sustainability requirements. See “Item 1. Business - Regulation” for information regarding several governmental regulations that could significantly impact our business and operations.

Safety-related evaluations and rankings under the CSA program could adversely impact our relationships with our customers and our ability to maintain or grow our fleet, each of which could have a material adverse effect on our results of operations and profitability.

The CSA includes compliance and enforcement initiatives designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver. These measurements are scored and used by the FMCSA to identify potential safety risks and to direct enforcement action. Certain measurements and scores collected by the CSA from transportation companies are available to the general public on the FMCSA’s website.

Our CSA scores are dependent upon our safety and compliance experience, which could change at any time. In addition, the safety standards prescribed in the CSA program or the underlying methodology used by the FMCSA to determine a carrier’s safety rating could change and, as a result, our ability to maintain an acceptable score could be adversely impacted. For example, pursuant to a 2015 federal statutory mandate, the FMCSA commissioned the National Academy of Sciences (NAS) to conduct a study and report upon the CSA program and its underlying Safety Measurement System (SMS), which is the FMCSA’s process for identifying patterns of non-compliance and issuing safety-fitness determinations for motor carriers. In June 2017, the NAS published a report on the subject providing specific recommendations and concluding, among other things, that the FMCSA should explore a more formal statistical model to replace the current SMS process. In June 2018, the FMCSA posted its response to the NAS study in a report to Congress, concluding, among other things, that it would develop and test a new model, the Item Response Theory (IRT), which would replace the SMS process currently used. The FMCSA was expected to commence small scale testing of the IRT model as early as September 2018, with full-scale testing expected to occur in April 2019 and possible program roll-out expected to occur in late 2019 but the testing schedule has been delayed. The FMCSA’s June 2018 response is under audit by the DOT Inspector General to assess consistency with the NAS recommendations, and the audit findings will guide the agency’s actions and timing with respect to testing of the IRT model as a potential replacement for the SMS. In the event and to the extent that the FMCSA adopts the IRT model in replacement of the SMS or otherwise pursues rulemakings in the future that revise the methodology used to determine a carrier’s safety rating in a manner that incorporates more stringent standards, then it is possible that we and other motor carriers could be adversely affected, as compared to consideration of the current standards. If we receive an unacceptable CSA score, whether under the current SMS process, the IRT model, should it be finalized and adopted, or because of some other safety-fitness determination, our relationships with customers could be damaged, which could result in a loss of business.

Additionally, the requirements of CSA could shrink the industry’s pool of drivers as those with unfavorable scores could leave the industry. As a result, the costs to attract, train and retain qualified drivers could increase. In addition, a shortage of qualified drivers could increase driver turnover, decrease asset utilization, limit growth, and adversely impact our results of operations and profitability.

We are subject to environmental and worker health and safety laws and regulations that may expose us to significant costs and liabilities and have a material adverse effect on our results of operations, competitive position and financial condition.

We are subject to stringent and comprehensive federal, state and local environmental and worker health and safety laws and regulations governing, among other matters, the operation of fuel storage tanks, release of emissions from our vehicles (including engine idling) and facilities, the health and safety of our workers in conducting operations, and adverse impacts to the environment. Under certain environmental laws, we could be subject to strict joint and several liability, without regard to fault or legality of conduct, for costs relating to contamination at facilities we own or operate or previously owned or operated and at third-party sites where we disposed of waste, as well as costs associated with the clean-up of releases arising from accidents involving our vehicles. We often operate in industrial areas, where truck terminals and other industrial activities are located, and where soil, groundwater or other forms of environmental contamination have occurred from historical or recent releases and for which we have incurred and may, in the future, incur remedial or other environmental liabilities. We also maintain above ground and underground bulk fuel storage tanks and fueling islands at some of our facilities and vehicle maintenance operations at certain of our facilities. Our operations involve the risks of fuel spillage or seepage into the environment, environmental damage and unauthorized hazardous material spills, releases or disposal actions, among others.

Increasing efforts to control air emissions, including greenhouse gases, may have an adverse effect on us. Federal and state lawmakers have implemented, and are considering, a variety of new climate-change initiatives and greenhouse gas regulations that could increase the cost of new tractors, impair productivity and increase our operating expenses. For example, in 2011, the NHTSA and the EPA adopted final Phase 1 rules that established the first-ever fuel economy and greenhouse gas standards for medium- and heavy-duty vehicles, including certain combination tractors’ model years 2014 to 2018 and, in October 2016, the EPA and NHTSA jointly published final Phase 2 standards for improving fuel efficiency and reducing greenhouse gas emissions from new on-road medium- and heavy-duty vehicles beginning for model year 2019 through model year 2027. In addition, greenhouse gas emissions limits and fuel efficiency standards will be imposed on new trailers. More recently, in November 2018, the EPA announced the CTI, pursuant to which it plans to propose and finalize a rulemaking updating standards for nitrogen oxide emissions from highway heavy-duty trucks and engines. The EPA is expected to issue a proposed rulemaking to implement the CTI program in 2020.

Compliance with environmental laws and regulations may also increase the price of our delivery equipment and otherwise affect the economics of our industry by requiring changes in operating practices or by influencing the demand for, or the costs of providing, transportation services. For example, regulations issued by the EPA and various state agencies that require progressive reductions in exhaust emissions from diesel engines have resulted in higher prices for tractors and diesel engines and increased operating and maintenance costs. Also, in order to reduce exhaust emissions, some states and municipalities have begun to restrict the locations and amount of time where diesel-powered tractors, such as ours, may idle. These restrictions could force us to alter our drivers’ behavior, purchase on-board power units that do not require the engine to idle and/or face a decrease in productivity. We are also subject to potentially stringent rulemaking related to sustainability practices, including conservation of resources by decreasing fuel consumption. This increased focus on sustainability practices may result in new regulations and/or customer requirements that could adversely impact our business.

If we have operational spills or accidents or if we are found to be in violation of, or otherwise liable under, environmental or worker health or safety laws or regulations, we could incur significant costs and liabilities. Those costs and liabilities may include the assessment of sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial or corrective action obligations, the occurrence of delays in permitting or performance of projects, and the issuance of orders enjoining performance of some or all of our operations in a particular area. The occurrence of any one or more of these developments could have a material adverse effect on our results of operations, competitive position, and financial condition. Environmental and worker health and safety laws are becoming increasingly more stringent and there can be no assurances that compliance with, or liabilities under, existing or future environmental and worker health or safety laws or regulations will not have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects. See “Item 1. Business - Regulation” for information regarding several governmental regulations that could significantly affect our business and operations.

Our contractual agreements with our owner-operators expose us to risks that we do not face with our company drivers.

From time to time, we have relied upon independent contractor owner-operators to perform the services for which we contract with customers. While our use of independent contractors has to date been limited, we may increase our usage of independent contractor owner-operators if we are unable to meet demand for our transportation services with our own delivery vehicles and drivers. Our reliance on independent contractor owner-operators creates numerous risks for our business. For example, if our independent contractor owner-operators fail to meet our contractual obligations or otherwise fail to perform in a manner consistent with our requirements, we may be required to utilize alternative service providers at potentially higher prices or with some degree of disruption of the services that we provide to customers. If we fail to deliver on time, if our contractual obligations are not otherwise met, or if the costs of our services increase, then our profitability and customer relationships could be harmed.

The financial condition and operating costs of our independent contractor owner-operators are affected by conditions and events that are beyond our control and may also be beyond their control. Adverse changes in the financial condition of our independent contractor owner-operators or increases in their equipment or operating costs could cause them to seek higher revenues or to cease their business relationships with our company. The prices we charge our customers could be impacted by such issues, which may in turn limit pricing flexibility with customers, resulting in fewer customer contracts and decreasing our revenues.

Independent contractor owner-operators may use tractors, trailers and other equipment bearing our trade names and trademarks. If one of our independent contractor owner-operators is subject to negative publicity, it could reflect on us and have a material adverse effect on our business, brand and financial performance. Under certain laws, we could also be subject to allegations of liability for the activities of our independent contractor owner-operators.

Owner-operators are third-party service providers, as compared to company drivers who are employed by us. As independent business owners, our owner-operators may make business or personal decisions that conflict with our best interests. For example, if a load is unprofitable, route distance is too far from home or personal scheduling conflicts arise, an owner-operator may deny loads of freight from time to time. In these circumstances, we must be able to timely deliver the freight in order to maintain relationships with customers.

If our owner-operators are deemed by regulators or judicial process to be employees, our business and results of operations could be adversely affected.

Tax and other regulatory authorities have in the past sought to assert that owner-operators in the trucking industry are employees rather than independent contractors. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If our owner-operators are determined to be its employees, we would incur additional exposure under federal and state tax, workers’ compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.

We are dependent on computer and communications systems, and a systems failure or data breach could cause a significant disruption to our business.

Our business depends on the efficient and uninterrupted operation of our computer and communications hardware systems and infrastructure, including operating and financial reporting systems. Our computer and communications ~~system is~~systems are critical in meeting customer expectations, effectively tracking, maintaining and operating our trucks and other delivery vehicles, directing and compensating our employees, and interfacing with our financial reporting system. Our financial reporting system receives, processes, controls, and reports information for operating our business and for tabulation into our financial statements. We currently maintain our computer systems at multiple locations, including several of our offices and terminals and third-party data centers, along with computer equipment at each of our terminals. Our operations and those of our technology and communications service providers are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, terrorist attacks, Internet failures, computer viruses, data breaches (including cyber-attacks or cyber intrusions over the Internet, malware and the like) and other events generally beyond our control. Although we believe that we have robust information security procedures and other safeguards in place, as cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and investigate and remediate any information security vulnerabilities. A significant natural disaster or cyber-attack incident, including system failure, security breach, disruption by malware or other damage, could interrupt or delay our operations, damage our reputation, cause a loss of customers, agents or third-party capacity providers, expose us to a risk of loss or litigation, or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial position.

Our business may be harmed by terrorist attacks, future wars, or anti-terrorism measures.

In the aftermath of the terrorist attacks of September 11, 2001, federal, state and municipal authorities have implemented and are implementing various security measures, including checkpoints and travel restrictions on large trucks and fingerprinting of drivers in connection with new hazardous materials endorsements on their licenses. Such existing measures and future measures may have significant costs associated with them which a motor carrier is forced to bear. Moreover, large trucks carrying large freight are potential terrorist targets, and we may be obligated to take measures, including possible capital expenditures, intended to protect our trucks. In addition, the insurance premiums charged for some, or all of the coverage currently maintained by us could continue to increase dramatically or such coverage could be unavailable in the future.

If our employees were to unionize, our operating costs could increase and our ability to compete could be impaired.

None of our employees are currently represented under a collective bargaining agreement; however, we always face the risk that our employees will try to unionize, and if our owner-operators were ever re-classified as employees, the magnitude of this risk would increase. Further, Congress or one or more states could approve legislation and/or the National Labor Relations Board (the “NLRB”) could render decisions or implement rule changes that could significantly affect our business and our relationship with employees, including actions that could substantially liberalize the procedures for union organization. For example, in December 2014, the NLRB implemented a final rule amending the agency’s representation-case proceedings that govern the procedures for union representation. Pursuant to this amendment, union elections can now be held within 10 to 21 days after the union requests a vote, which makes it easier for unions to successfully organize all employers, in all industries. In addition, we can offer no assurance that the Department of Labor will not adopt new regulations or interpret existing regulations in a manner that would favor the agenda of unions.

Any attempt to organize by our employees could result in increased legal and other associated costs and divert management attention, and if we entered into a collective bargaining agreement, the terms could negatively affect our costs, efficiency and ability to generate acceptable returns on the affected operations. In particular, the unionization of our employees could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects because:

Conversion and/or exercise of our preferred stock and/or warrants, has, and is likely to continue to dilute the ownership interest of our existing stockholders, including holders who had previously converted their notes and preferred stock or exercised their warrants, and has and may continue to depress the price of our common stock, and may impede our ability to raise funds in the future.

In conjunction with capital raising efforts during ~~2021~~2022 and ~~2020,~~2021, the Company made commitments to shareholders, preferred stockholders, and warrant holders to issue, or keep available for issuance, additional shares of common stock of the Company. On December 31, ~~2021~~2022 and ~~2020,~~2021, the closing trading price as quoted on OTCQB market or OTC Pink market was ~~$0.0133~~$0.004 and ~~$0.0292,~~$0.0133, respectively. Anti-dilution protection features contained in our preferred stock securities purchase agreements and warrants only provide for one-way adjustment. If we issue or sell, or are deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than certain exempt issuances, 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 (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. As a result, the existing stockholders, including holders who earlier converted their notes or preferred stock, or exercised their warrants, will continue to be subject to substantial dilution.

On June 26, 2020, stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon consented, in writing, to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company to authorize an increase of the number of shares of common stock that the Company may issue to 4,000,000,000 shares, par value $0.001 (the “First Authorized Share Increase Amendment”).

The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the First Authorized Share Increase Amendment with the SEC on June 8, 2020. The Company filed a definitive information statement on Schedule 14C on June 30, 2020 and first mailed that information statement to stockholders on June 30, 2020. The First Authorized Share Increase Amendment became effective on July 20, 2020.

On February 23, 2021, stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon consented, in writing, to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company to authorize an increase of the number of shares of common stock that the Company may issue to 10,000,000,000 shares, par value $0.001 (the “Second Authorized Share Increase Amendment”).

The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Second Authorized Share Increase Amendment with the SEC on March 5, 2021. The Company filed a definitive information statement on Schedule 14C on March 15, 2021 and first mailed that information statement to stockholders promptly after filing. The Second Authorized Share Increase Amendment became effective on April 15, 2021.

The past and potential future dilution, and the potential lack of sufficient authorized shares, could make it more difficult for us to raise funds through future offerings of common stock, warrants or convertible securities, and could adversely impact the terms under which we could obtain additional capital. In addition, the existence of our convertible notes may encourage short selling by market participants because the conversion our convertible notes could be used to satisfy short positions.

Our shares of common stock are quoted on the ~~OTCQB~~OTC Pink Market and there is a limited trading market for our common stock.

~~Since~~On September 1, 2021, we were upgraded to the OTCQB Market. On May 23, 2022, we received notice from OTC Markets Group that as our ~~shares~~bid price has closed below $0.01 for more than 30 consecutive calendar days, we no longer met the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.3(2), which states that we must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days.” We were informed further that, as per Section 4.1 of the OTCQB Standards, we were granted a cure period of 90 calendar days during which the minimum closing bid price for the Company’s common stock ~~have been traded~~must be $.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB ~~Market. Prior to such date,~~marketplace. Since this requirement was not met by August 21, 2022, on August 21, 2022, we were removed from the OTCQB Marketplace and our ~~shares of~~ common stock ~~were trading~~is quoted on the OTC Pink ~~market.~~ Tier.

There is currently an active trading market for our common stock, but our common stock has traded in recent years only on a limited basis. Although there is an active trading market for our common stock, there are no assurances that trading activity will be sustained.

The public market for our common stock may be volatile. This may affect the ability of our investors to sell their shares as well as the price at which they sell their shares.

The market price for shares of our common stock may be significantly affected by factors such as variations in quarterly and yearly operating results, general trends in the transportation and logistics industry, and changes in state or federal regulations affecting us and our industry. Furthermore, in recent years the stock market has experienced extreme price and volume fluctuations that are unrelated or disproportionate to the operating performance of the affected companies. Such broad market fluctuations may adversely affect the market price of our common stock if a market for it develops.

Our common stock price has fluctuated in recent years, and the trading price of our common stock is likely to continue to reflect changes, which could result in losses to investors and litigation.

In addition to changes to market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our common stock may change for a variety of other reasons, not necessarily related to our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors that could cause the market price of our common stock to fluctuate significantly include:

Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our common stock and could seriously harm the market price of our common stock, regardless of our operating performance. This may prevent stockholders from being able to sell their shares at or above the price they paid for shares of our common stock, if at all. In addition, following periods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding, including the existing lawsuits filed against us and described elsewhere in this report, could divert our senior management’s attention, and could adversely affect our business, financial condition, results of operations and prospects.

If we do not meet the listing standards of a national securities exchange, our investors’ ability to make transactions in our securities will be limited and we will be subject to additional trading restrictions.

Our common stock currently is traded over-the-counter on the ~~OTCQB~~OTC Pink Tier market and is not qualified to be listed on a national securities exchange, such as NASDAQ. Accordingly, we face significant material adverse consequences, including:

~~Our shares of common stock are subject to penny stock regulations. Because our common stock is a penny stock, holders of our common stock may find it difficult or may be unable to sell their shares.~~

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, holders of our common stock may find it difficult or may be unable to sell their shares.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

~~In addition to the “penny stock” rules described above, the~~The Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into our company to further its business strategy. Because we do not anticipate paying dividends in the future, the only opportunity for our stockholders to realize value in our common stock will likely be through a sale of those shares.

Future sales of our securities could adversely affect the market price of our common stock and our future capital-raising activities could involve the issuance of equity securities, which would dilute your investment and could result in a decline in the trading price of our common stock.

We may sell securities in the public or private equity markets if and when conditions are favorable, or at prices per share below the current market price of our common stock, even if we do not have an immediate need for additional capital at that time. Sales of substantial amounts of shares of our common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of our shares and our ability to raise capital. We may issue additional shares of common stock in future financing transactions or as incentive compensation for our executive management and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our then-outstanding shares of common stock. Moreover, sales of substantial amounts of shares in the public market, or the perception that such sales could occur, may adversely affect the prevailing market price of our common stock and make it more difficult for us to raise additional capital.

On October 8, 2020, we entered into Securities Purchase Agreements with investors (collectively the “Investors”) pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 47,977 shares of Series E Convertible Preferred Stock (the “Series E”) and (ii) warrants (the “Warrants”) to purchase 23,988,500 shares of the Company’s common stock which are equal to 50% of the shares of common stock issuable upon conversion of the Series E if the Series E were converted on October 8, 2020 (the “October 2020 Series E Offering”). The gross proceeds to the Company were $640,000, or $13.34 per unit which is the stated value of each Series E share. We paid fees of $35,000 and received net proceeds of $605,000. The initial exercise price of the Warrants related to the October 2020 Series E Offering is $0.04 per share, subject to adjustment. Due to down-round provisions in the Warrants, the number of warrants was increased from 23,988,500 warrants to 95,954,000 warrants, and the exercise price was reduced to $0.01 per share.

On December 28, 2020 and December 30, 2020, we entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 57,400 shares of Series E and (ii) Warrants to purchase 76,571,429 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “December 2020 Series E Offering”). The gross proceeds to the Company were $670,000, or $11.67 per unit. We paid fees of $112,000 and received net proceeds of $558,000. The initial exercise price of the Warrants related to the December 2020 Series E Offering is $0.01 per share, subject to adjustment.

During the three months ended March 31, 2021, we entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 310,992 shares of Series E and (ii) Warrants to purchase 414,857,146 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “Q1 2021 Series E Offering”). The gross proceeds to the Company were $3,630,000, or $11.67 per unit. We paid fees of $372,000 and received net proceeds of $3,258,000. The initial exercise price of the Warrants related to the Q1 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 82,971,429 warrants to the placement agent at an initial exercise price of $0.01 per share.

During April 2021, we entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 32,126 shares of Series E and (ii) Warrants to purchase 42,857,143 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “April 2021 Series E Offering”). The gross proceeds to the Company were $375,000, or $11.67 per unit. We paid fees of $42,500 and received net proceeds of $332,500. The initial exercise price of the Warrants related to the April 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 8,571,429 warrants to the placement agent at an initial exercise price of $0.01 per share.

Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, we 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% of the Stated Value and the “Triggering Event Conversion Price” means $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 Offering transaction documents; and (7) failure to comply with conversion of any Series E shares when requested by the holder thereof.

On December 31, 2021, we entered into Securities Purchase Agreements with investors (the “Series G SPA”). Pursuant to Series G SPA; (A) on December 31, 2021, investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 615,000 shares of Series G and (ii) Warrants to purchase 615,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased; (B) on January 15, 2022, investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 shares of Series G and (ii) Warrants to purchase 70,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased; and (C) on March 4, 2022, an investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased. The gross proceeds to the Company were $7,100,000, or $10.00 per unit. We paid fees of $710,507, paid cash of $54,933 for the settlement of disputed penalties related the Series E and received net proceeds of $6,334,560. The initial exercise price of the Warrants related to the Series G purchases is $0.01 per share, subject to adjustment.

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.

As of the filing of this Annual Report on Form 10-K, there were no unresolved comments from the staff of the SEC.

Our principal executive offices are located in the United States at 5500 Military Trail, Suite 22-357, Jupiter, Florida 33458.

In December 2018, Shypdirect entered into a lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through December 2023. From the lease commencement date until the last day of the second lease year, monthly rent was $14,000. At the beginning of the 30^th month following the commencement date and through the end of the term, minimum rent was $14,420 per month. In January 2019, the Company paid a security deposit of $28,000. During 2021, this security deposit was applied against rent due.

In July 2019, Shypdirect entered into a 4.5-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through February 2024. From the lease commencement date until the last day of the second lease year, monthly rent was $10,000. At the beginning of the 25^th month following the commencement date and through the end of the term, minimum rent was $10,500 per month. In July 2019, the Company paid a security deposit of $20,000. During 2021, this security deposit was applied against rent due.

In July 2019, Shypdirect entered into a five-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through August 2024. During the first year on the lease term, the base monthly rent was $18,000 increasing by 3% each lease year. As of December 31, 2019, the Company paid a security deposit of $18,000. During 2021, this security deposit was applied against rent due.

Due to a reduction in the Company’s revenues and the loss of its Amazon revenues, during the second and third quarter of 2021, we abandoned the ~~above leases.~~all leases associated with Shypdirect and Prime EFS. Accordingly, during the year ended December 31, 2021, ~~the Company~~we wrote the remaining balance of these right of use assets and recorded a loss on lease abandonment of $1,223,628.

The lease of our subsidiary, Cougar Express, expired on December 31, 2021. On February 16, 2022, the landlord for the leased premises from which Cougar Express ~~is holding over~~previously conducted its Valley Stream New York business, Airport Park LLC (“Airport”), filed an action to evict and for unpaid holdover rent against Cougar Express and TLSS. The case was No. LT-000550-22/NA, filed in Landlord Tenant Court in Nassau County District Court. In the case, Airport sought to evict Cougar Express forthwith and to collect $51,080 for each month of holdover occupancy starting January 1, 2022 through the month of any eviction, plus statutory interest, costs and attorneys’ fees. $51,080 was twice the monthly rent collected in the ~~facility while it attempts to negotiate a lease renewal with its landlord. The monthly holdover rent is 200%~~last year of the ~~base~~expired lease and is computed correctly under the holdover provision in the expired lease. By stipulation filed with the Court on May 19, 2022, this matter was settled and terminated. Pursuant to the settlement, Cougar agreed to pay, and paid, certain unpaid common charges of $8,016.25 and monthly ~~rental~~rent at a rate of $33,275 per month until Cougar ~~Express paid in 2021. Alternatively,~~vacated the premises. Cougar ~~Express is exploring options~~also agreed to ~~move~~vacate the Valley Stream premises by September 30, 2022. Following Cougar’s acquisition of JFK Cartage, Cougar was able to vacate, and vacated the Valley Stream location by September 30, 2022 and moved its operations to ~~another facility. We expect that, whether Cougar Express renegotiates with its existing landlord or finds new~~the JFK Cartage property.

As a result of the acquisition of JFK Cartage and Freight Connection, the Company assumed several non-cancelable operating leases for the lease of office, warehouse spaces, and parking spaces.

JFK Cartage leases approximately 30,797 square feet of office and warehouse space ~~it will pay materially higher~~and parking area in Inwood, New York under a non-cancelable operating lease through November 2024. Monthly base rent is $45,801 and is subject to a 4% annual increase.

Freight Connections leases an aggregate of approximately 186,000 square feet of office and warehouse space and parking areas in ~~2022~~Ridgefield and ~~future years than it did~~Englewood, New Jersey under several non-cancelable operating leases through June 2027. Aggregate monthly base rent is approximately $133,000 plus common area and other charges and is subject to annual increases.

Severance Trucking leases an aggregate of approximately 43,000 square feet of office and warehouse space and parking areas in ~~2020~~North Haven, Connecticut and ~~2021.~~Dracut, Massachusetts under two non-cancelable operating leases through February 2028. Aggregate monthly base rent is approximately $128,000 plus common area and other charges and is subject to annual increases.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than discussed below, we are not currently a party to any other legal proceeding that we believe would have a material adverse effect on our business, financial condition, or operating results.

Disputes Between ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand

In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was a party to an arbitration with two companies, ELRAC LLC (“ELRAC”), and Enterprise Leasing Company of Philadelphia, LLC (“ELC”).

As previously disclosed, since the Company deconsolidated Prime EFS effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, as of December 31, 2021, the Company’s consolidated balance sheet no longer included an accrual for this matter.

Solely to avoid the expense and distraction of the matter, ~~on February 15,~~effective March 31, 2022, ~~the Company~~TLSS and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, ~~agreed in principle to settle~~settled the above matter for a single payment, by ~~TLSI,~~TLSS, to ERLAC and ELC, ~~in an immaterial amount.~~of $30,000. Pursuant to the settlement, ~~on March 31, 2022, the Company~~TLSS and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between ~~the Company,~~TLSS, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand. As of December 31, 2021, the Company accrued the settlement amount ($30,00) and included same in accrued expenses on the Company’s consolidated balance sheets.

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

By letter dated April 28, 2020, a prior investor in the Company, Bellridge Capital, L.P. (“Bellridge”), claimed that the Company was in breach of its obligations under an August 29, 2019 letter agreement to issue a confession of judgment and to pay Bellridge $150,000 per month against the amounts due under, ~~inter alia,~~ ~~a June 2018 promissory note, as amended. In the April 28, 2020 letter, Bellridge contended that TLSI owed Bellridge $1,978,557.76 with interest accruing daily.~~

TLSI contends that in an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other provisions, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020 under any and all convertible and nonconvertible indebtedness ($2,150,000), a new maturity date on the indebtedness (April 30, 2021), and a price of $0.02 for the conversion of all Bellridge indebtedness into shares of Company Common Stock.

On September 11, 2020, a prior lender to the Company, Bellridge ~~nevertheless~~Capital, L.P., filed a civil action against ~~TLSI, John Mercadante~~TLSS and ~~Douglas Cerny~~others in the ~~U.S.~~United States District Court for the Southern District of New ~~York, captioned~~ ~~Bellridge Capital, L.P. v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny~~.York. The case was assigned Case No. 20-cv-7485. The complaint alleged two separate claims (the first and second claims for relief) for purported violations of section 10(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder, against the Company, Mr. Mercadante and/or Mr. Cerny; a claim (the third claim for relief) purportedly for control person liability under section 20(a) of the Exchange Act against Messrs. Mercadante and Cerny; a claim (the fourth claim for relief) purportedly for fraudulent inducement against the Company; a claim (the fifth claim for relief) purportedly for breach of an exchange agreement between Bellridge and the Company allegedly dated April 13, 2019 (the “Exchange Agreement”); a claim (the sixth claim for relief) against the Company purportedly for specific performance of the Exchange Agreement; a claim against the Company (the seventh claim for relief) for purported non-payment of a promissory note dated December 26, 2018 pursuant to which the Company borrowed $300,000 and committed to pay Bellridge $330,000 on or by March 15, 2019 plus 10% interest per annum (the “December 2018 Note”); a claim (the eighth claim for relief) purportedly for a declaratory judgment that the Company allegedly failed to comply with a condition precedent to the effectiveness of a subordination agreement (the “Subordination Agreement”) executed and delivered in August 2019; and a claim (the ninth claim for relief) for breach of an assignment agreement, executed on or about July 20, 2018 (the “Partial Assignment Agreement”) in connection with a purchase of 50,000 shares of Company Series A convertible preferred stock, by Bellridge, from third parties.

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

~~The original complaint in~~In May 2022, all parties to the Bellridge ~~State Court Action asserted 11 causes~~state court action settled the case and exchanged mutual general releases for a cash payment by the Company to Bellridge of action: (1) against TLSI, allegedly for breach of a convertible promissory note issued June 18, 2018 (the “June 2018 Note”), seeking $539,114.06 in allegedly unpaid principal plus interest, costs and expenses; (2) against TLSI, also allegedly for breach of the June 2018 Note, seeking $343,000 plus interest, costs and expenses allegedly for TLSI’s purported failure to honor certain conversion notices in timely fashion; (3) against TLSI, allegedly for breach of the December 2018 Note, seeking $196,699 plus interest, costs and expenses; (4) against TLSI, allegedly for breach of a purported obligation to deliver shares of Common Stock under the Exchange Agreement, seeking $3,337,500 plus costs and interest; (5) against TLSI and Mercadante, allegedly for fraud in connection with the Exchange Agreement, seeking $447,500 plus costs and interest; (6) in the alternative to the 5^th claim against TLSI and Mercadante, allegedly for negligent misrepresentation in connection with the Exchange Agreement, seeking $447,500 plus costs and interest; (7) against TLSI, allegedly for breach of certain terms relating to the conversion of 31,500 series A preferred shares, seeking not less than $57,960; (8) against TLSI and Mercadante, allegedly for fraudulent inducement of an August 30, 2019 subordination agreement (the “Subordination Agreement”), seeking a declaration annulling the Subordination Agreement; (9) against TLSI, allegedly for failing to provide all consideration recited in a purported side letter allegedly relating to and modifying the Subordination Agreement, seeking a declaration that Bellridge is discharged from its obligations under the Subordination Agreement; (10) against TLSI, allegedly for failing to honor a condition precedent to the subordination side letter, seeking a declaration that Bellridge is discharged from any obligations under the Subordination Agreement; and (11) against TLSI, allegedly for breach of the Subordination Agreement and/or the side letter, seeking damages in an amount to be determined at trial.$250,000.

It is uncontested (a) that the purchase price under the June 2018 Note was $1,665,000 and (b) that the principal amount of the June 2018 Note was $2,497,503. Hence the June 2018 Note was issued at a 33.33% discount (OID). The June 2018 Note calledIn partial consideration for the ~~payment~~settlement, the Company and Bellridge also cancelled the 700,000 shares of ~~interest computed at~~Series B Preferred Stock previously held by Bellridge, as reflected on the ~~rate~~Company’s balance sheet as of ~~10% per annum prior to any default. The term~~December 31, 2021. In connection with this settlement, during the year ended December 31, 2022, the Company recorded settlement expense of the June 2018 Note was one year. The June 2018 Note calls for the application of New York law. TLSI contends that, since the total interest payable under the Note at issuance (including OID) was more than 40% per annum, for a period of one year, the June 2018 Note was void ~~ab initio~~ ~~under N.Y. Penal Law § 190.40 and cannot be enforced in this action.~~$227,811.

~~It is also uncontested (a) that the purchase price under the December 2018 Note was $300,000 and (b) that the principal amount~~As a result of the ~~December 2018 Note was $330,000. Hence~~May 2022 settlement, and since we have not received any further communications concerning this matter, we consider the ~~December 2018 Note was issued at a 10% discount (OID). The Note called for the payment of interest computed at the rate of 10% per annum prior~~matter to ~~any default. The term of the Note was under 90 days; that is, it was made payable, in full, on March 15, 2019, after which the principal amount increases “by 30%”~~be closed and default interest is due under the instrument at a rate of 18% per annum (§ 7(b)). The December 2018 Note, by its terms, is governed by New York law. TLSI contends that, since the total interest payable under the Note, over its term of under 90 days, including OID, was more than 40% per annum, the December 2018 Note, like the June 2018 Note, is void under N.Y. Penal Law § 190.40 and cannot be enforced in this action.terminated.

TLSI also alleges that, in the Exchange Agreement, Bellridge was able to dictate terms and extract concessions from TLSI that were commercially unreasonable and unconscionable. TLSI alleges that Bellridge was able to do so solely because of Bellridge’s violations of N.Y. Penal Law § 190.40 in July 2018. As such, TLSI believes the Exchange Agreement is null and void under N.Y. Penal Law § 190.40 and cannot be enforced in this action. TLSI further alleges (a) that Bellridge has no damages under the two promissory notes because, giving effect to its conversions and cash payments by TLSI, Bellridge had no out-of-pocket losses and made upward of $500,000 on an investment of $1.92 million; (b) that Bellridge exchanged all its series A preferred for 32,500 shares of TLSI common stock and that TLSI fully honored a notice of conversion regarding the series A shares; (c) that Bellridge exchanged 700,000 of the 1,160,000 shares of Company Common Stock to which it was entitled under the Exchange Agreement into series B preferred; (d) that Bellridge has no actionable claim for breach of the Exchange Agreement ~~inter alia~~SCS, LLC v. TLSS because Bellridge did not even de-legend and seek to sell the 492,500 shares of Company Common Stock which Bellridge concedes were delivered; and (e) that Bellridge has no actionable claim for breach of the Subordination Agreement ~~inter alia~~ ~~because the subordination side letter was merged into the Subordination Agreement and because Bellridge converted all TLSI indebtedness held in July-August 2020 profitably.~~

On ~~June 4,~~January 14, 2021, ~~TLSI and Mercadante moved~~a former financial consultant to ~~dismiss this~~the Company, SCS, LLC, filed an action ~~for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On October 20, 2021, the Court decided the MTD, dismissing all claims~~against TLSS in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company filed its Answer in this case. On November 18, 2021, Bellridge filed an Amended Complaint purporting to revive its claims for fraud and negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the Defendants filed a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In February 2022, all proceedings in this action were stayed 60 days to facilitate a mediation.

The Defendants believe they have good defenses to all claims alleged in the matter, including without limitation the defense of usury as outlined above. Based on the early stage of this matter, however, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. If the mediation is unsuccessful, the Company intends to defend this case vigorously.

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

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

On ~~July 22, 2020, the Company~~February 9, 2021, TLSS filed ~~its~~an answer, defenses and counterclaims in this action. Among other ~~allegations, the Company averred~~things, TLSS avers that SCS’s claims ~~were~~are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of ~~the Company’s~~TLSS’s interests, not in furtherance of SCS’s own, and conflicting, interests. ~~The Company~~TLSS also ~~averred~~avers, in its counterclaims, that ~~SCS’s alleged~~SCS owes TLSS damages ~~must be reduced by the compensation and other benefits received by Lawrence Sands, founder of SCS, as a W-2 employee~~in excess of the ~~Company. The Company also averred that~~$42,000 sought in the ~~New York Supreme Court lacked subject matter jurisdiction of the~~main action because SCS ~~conceded~~was at least grossly negligent in any due diligence it ~~is a Florida~~undertook before recommending that TLSS acquire Prime EFS LLC ~~based~~ in ~~Florida and that the Company is a Nevada corporation based in Florida.~~

On July 31, 2020, SCS moved for summary judgment in this action. On August 18, 2020, the Company moved to dismiss this action for lack of subject matter jurisdiction. In its motion, among other arguments, the Company asserted that the New York court lacks subject matter jurisdiction because neither party was formed under New York law; neither party maintains an office in the State of New York; the consulting agreement between the parties dated September 5, 2019 was not performed in the State of New York; and the parties anticipated, at the time of contracting, that the bulk of SCS’s consulting services thereunder would be rendered in Florida, not New York.

On November 4, 2020, the Supreme Court, New York County, heard argument on the Company’s motion to dismiss, granted the motion, and denied SCS’s motion for summary judgment as moot (the “Decision”). SCS did not seek reconsideration and/or appeal from the Decision within the prescribed time periods. However, on or about January 14, 2021, SCS refiled this action in the state court in Florida, seeking the same $42,000 in damages.

On February 9, 2021, the Company filed its answer, defenses and counterclaims to the Florida action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and breaches of its duties under the consulting agreement.June 2018. SCS filed a motion to strike ~~TLSI’s~~TLSS’s defenses and counterclaims, and ~~TLSI~~TLSS opposed that application. Those motions remain sub ~~judice.~~judice.

A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case.

The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously. ~~Trial has~~Because there have been ~~tentatively set for some time in 2022.~~

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

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

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

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

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

By order dated and issued September 15, 2022, the Circuit Judge assigned to this case dismissed the original Complaint in the matter, finding (a) that SCS had failed to adequately allege it has standing and (b) that the complaint fails to adequately allege a cognizable claim. The dismissal was without prejudice, meaning SCS could attempt to replead its claims.

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

~~SCS has a right to file court papers opposing the above motion and thereafter the defendants intend to file reply papers in further support of~~ the motion ~~(the “MTD”). To date, the court has not entered an order scheduling these filings or a hearing on the MTD.~~heard March 9, 2023.

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

~~Frank Mazzola v. TLSI, Prime EFS, et al.~~ 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.

On July 24, 2020, Prime EFS terminated the employment of Frank Mazzola effective that day. On July 27, 2020, Mr. Mazzola filed a Complaint and Jury Demand in the United States District Court for the Southern District of New York in which he named as defendants Prime EFS, the Company, John Mercadante and Douglas Cerny. The case was assigned # 1:20-CV-5788-VM.

On September 1, 2020, Mr. Mazzola served the defendants with a Complaint and Jury Demand that Mr. Mazzola filed in the Superior Court of New Jersey, Law Division, Bergen County, docket number BER-L-004967-20. The Complaint alleged the same claims as those set forth in the Complaint that Mr. Mazzola had filed in the now withdrawn New York federal lawsuit. On September 28, 2020, the defendants removed the New Jersey state court lawsuit to the United States District Court for the District of New Jersey, which has been assigned civil action number 2:20-cv-13387-BRM-ESK. On October 5, 2020, all defendants filed a motion to dismiss each and every claim asserted against them in the New Jersey federal action.

On December 7, 2020, Mr. Mazzola filed an amended complaint in this action (the “AC”) alleging three (3) claims for relief: one for Breach of Contract against Prime EFS; one for “Piercing the Corporate Veil” against the Company; and one for “Fraudulent Inducement” against Messrs. Mercadante and Cerny.

The damages sought by each claim were identical: “approximately $2,000,000, representing $1,040,000 in [alleged] severance”; $759,038.41 in alleged “accrued but unpaid salary”; and non-cash benefits under the alleged executive employment agreement.

On November 2, 2021, without any payment of money by any party to any other party, all claims and counterclaims in this action were dismissed with prejudice (meaning permanently) and all parties exchanged general releases.

On September 19, 2020, attorneys for Frank Mazzola’s mother, Rosemary Mazzola, filed an action in the United States District Court for the Southern District of New York against the Company and Douglas Cerny. The case was assigned docket number 1:20-cv-7582 and assigned to USDJ Gregory H. Woods. In this action, Ms. Mazzola claims that the Company entered into and breached an unspecified contract by failing to pay her $94,000. In addition, the complaint claims that, although he was not a party to the unspecified contract, Mr. Cerny falsely represented that the Company intended to “repay” Ms. Mazzola $94,000 plus interest. The complaint seeks $94,000 from each defendant, plus late fees, costs, prejudgment interest and attorneys’ fees and, from Mr. Cerny, punitive damages in an unspecified amount. The complaint also alleges claims for account stated and breach of implied warranty of good faith and fair dealing, allegedly premised on the same indebtedness.

On November 23, 2020, counsel for Ms. Mazzola filed an Amended Complaint in this action, dropping Mr. Cerny and adding Prime EFS, LLC as a party. The new pleading demanded $209,000 rather than the $94,000 in damages previously alleged.

On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.

In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Prime EFS and subleased to Shypdirect and being driven by a Prime EFS employee, in which the plaintiff’s ankle was injured. Plaintiff has thus far transmitted medical bills exceeding $789,000. Prime EFS and Shypdirect ~~have~~ demanded their vehicle liability carrier assume the defense of this action. To date, the carrier has not done so, allegedly inter alia because the box truck was not on the list of insured vehicles at the time of the accident.

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

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

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

On September 16, 2021, each of these entities filed papers in opposition to this motion.

On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, ~~herein,~~ thus adding ~~TLSI, ShypCX,~~TLSS, Shyp CX, Inc., ~~ShypFX,~~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. As of this writing, defendants are awaiting Plaintiff’s reply papers and an argument date from the Court on this motion.

Under the currently operative pre-trial order, ~~the~~entered October 4, 2022, all discovery ~~period~~ in this ~~action has been extended to August 5, 2022. All Defendants~~case must be concluded by June 30, 2023. In January and February, 2023, numerous depositions were taken in ~~this action intend~~the case, including those of Messrs. Giordano and Mercadante.

TLSS intends to vigorously defend ~~themselves~~itself in this action and to pursue the third-party actions, in the name and right of Prime and Shypdirect, against both County Hall and TCE/ Acrisure.

Under a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000 in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’ that are not covered by the policy.” (See Endorsement CHI – 290 (02/19) to County Hall policy effective May 31, 2019.)

Under New Jersey law, it is well established that a corporation is a separate entity from its shareholder(s) and a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise.

The New Jersey Supreme Court in Richard A. Pulaski Const. Co. v. Air Frame Hangars, Inc., 195 N.J. 457, 472–73 (2008) held that, in light of the fundamental propositions that a corporation is a separate entity from its shareholders, and “that a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise,” courts will not pierce a corporate veil “[e]xcept in cases of fraud, injustice, or the like...’” (citations omitted). The New Jersey Supreme Court further held that:

The limitations placed on a claimant’s ability to reach behind a corporate structure are intentional, as “[t]he purpose of the doctrine of piercing the corporate veil is to prevent an independent corporation from being used to defeat the ends of justice, to perpetrate fraud, to accomplish a crime, or otherwise to evade the law[.]” (citations omitted). Hence, to invoke that form of relief, “the party seeking an exception to the fundamental principle that a corporation is a separate entity from its principal bears the burden of proving that the court should disregard the corporate entity.” ….

The purpose of piercing the corporate veil is thus to prevent an independent corporation from being used to defeat the ends of justice, perpetrate fraud, to accomplish a crime, or otherwise to evade the law.

To pierce the corporate veil and impute alter ego liability on TLSS for the alleged torts of Prime, Shypdirect and/or their agents, employees and servants, the Plaintiff herein would have to establish: (1) that Prime and Shypdirect were “utterly dominated” by TLSS and (2) that respecting the separate corporate existences of the subsidiaries would perpetrate a fraud or injustice, or otherwise circumvent the law. FDASmart, Inc. v. Dishman Pharmaceuticals and Chemicals, Ltd., et al., 448 N.J. Super. 195, 204 (App. Div. 2016). A plaintiff must satisfy this burden by clear and convincing evidence.

To determine whether the first element has been satisfied, courts consider whether the parent company so dominated the subsidiary that the latter had no separate existence but was merely a conduit for the parent. In considering the level of dominance exercised by the parent over the subsidiary, the court will consider factors such as common ownership, financial dependency, interference with a subsidiary’s selection of personnel, disregard of corporate formalities, and control over a subsidiary’s marketing and operational policies.

To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been taken in this action which would permit the imposition of alter ego liability on TLSS for the subject accident.

To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been 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.

However, owing to the early stage of this heavily litigated action, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with this claim.

Plaintiff, an ex-dispatcher for Prime EFS, brought this action in the U.S. District Court for the District of New Jersey under the Family and Medical Leave Act of 1993 and the New Jersey Law Against Discrimination seeking unspecified compensatory and punitive damages. Plaintiff alleged that she was fired while still in a neck brace. On December 22, 2020, the plaintiff filed an amended complaint in this action adding the Company and Shypdirect as defendants on joint employer and/or alter ego theories. In April 2021, the Company settled this matter with prejudice in April 2021 for a cash payment of $35,000.

As previously reported, by letter dated October 9, 2020, attorneys representing Patrick Nicholson alleged that Prime EFS is in default of its payment obligations under a “10% Senior Secured Demand Promissory Note” issued February 13, 2019, in the principal amount of $165,000, and under a second promissory note issued April 24, 2019 in the principal amount of $55,000.

~~In the demand, the attorneys for Mr. Nicholson allege the total balance owed, including interest, is $332,702.84 and that interest is continuing to accrue on each promissory note.~~

~~In the demand, the attorneys for Mr. Nicholson also contend that TLSI is jointly and severally liable with Prime EFS for this balance.~~

If, as threatened, Mr. Nicholson files suit for non-payment under either or both promissory notes, it is anticipated that the defendants would mount a vigorous defense to the action. Among other things, Prime EFS’s position is that Mr. Nicholson knew or should have known that the promissory notes dated February 13, 2019, and April 24, 2019 were invalid and unenforceable, since they were signed by Rosemary Mazzola, as owner or managing member of Prime, and it was public information that, after June 18, 2018, Ms. Mazzola was no longer an owner or managing member of Prime EFS. TLSI’s position is also that any and all amounts that may be owed to Mr. Nicholson are owed by Prime EFS and not TLSI.

Since Mr. Nicholson has not, to our knowledge, filed a lawsuit on his now 17-18 month old claim, against either Prime EFS or TLSI, we cannot evaluate the likelihood of an adverse outcome in such litigation or reasonably estimate the Company’s liability, if any, if such a lawsuit were filed.

On February 16, 2022, the landlord for the leased premises from which Cougar Express ~~conducts~~previously conducted its Valley Stream New York business, Airport Park LLC (“~~Airport~~”Airport”), filed an action to evict and for unpaid holdover rent against Cougar Express and ~~TLSI.~~TLSS. The case iswas No. LT-000550-22/NA, filed in Landlord Tenant Court in Nassau County District Court.

In the case, Airport ~~seeks~~sought to evict ~~the tenants~~Cougar Express forthwith and to collect $51,079.78 for each month of holdover occupancy starting January 1, 2022 through the month of any eviction, plus statutory interest, costs and attorneys’ fees. $51,079.78 is twice the monthly rent collected in the last year of the expired lease and iswas computed correctly under the holdover provision in the expired lease. ~~TLSI does not believe it can be held liable in this case because, unlike its subsidiary Cougar Express, TLSI was not tenant in the subject premises nor has it ever conducted business there.~~

~~In March~~By stipulation filed with the Court on May 19, 2022, this matter was settled and terminated. Pursuant to the settlement, Cougar ~~Express~~agreed to pay, and ~~Airport began discussions in hopes~~paid, certain unpaid common charges of ~~settling this matter. To facilitate those discussions, on or about March 9, 2022, Cougar paid~~$8,016.25 and monthly rent ~~to Airport~~ at a rate of $33,275 per month until Cougar vacated the premises. Cougar also agreed to vacate the Valley Stream premises by September 30, 2022. Following Cougar’s acquisition of JFK Cartage, Cougar was able to vacate, and vacated, the Valley Stream location by September 30, 2022.

Since the May 2022 settlement and Cougar’s vacating the subject premises in timely fashion, we have not received any further communications concerning this matter. We therefore view the matter as closed and terminated.

In the second quarter of 2022, COR Holdings LLC, a lender to the Company’s former Prime EFS subsidiary, made an informal (email) demand that it be issued 3,882,480 shares of Company common stock in exchange for ~~January-March, 2022, inclusive, expects~~an alleged $97,062 balance due. The Company had, pursuant to ~~pay rent~~a debt conversion rights agreement dated August 28, 2020, granted COR a one-year option to exchange the debt at $0.025 per share of Company common stock; however, COR never exercised that option prior to its expiration on August 28, 2021. The Company believes, on advice of counsel, that COR’s sole remedy for the ~~month~~unpaid debt is through Prime EFS’s Assignment for Benefit of ~~April~~Creditors proceeding in New Jersey. Therefore, if COR chooses to pursue this claim against the Company, the Company intends to oppose it vigorously. However, because no formal claim has been filed, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with this claim.

In the first quarter of 2022, atan attorney representing Ryder Truck Rental issued a letter to certain former officers and employees of the ~~same rate ($33,275),~~Company’s former Shypdirect subsidiary, demanding payment of $308,240.65 under certain open invoices for trucks leased by Shypdirect, $1,141,211.55 in certain additional charges under a 2018 contract, and ~~may need~~$434,835.66 in attorney’s fees. Solely to ~~pay rent at~~avoid the ~~same rate~~expense and distraction of litigation, including without limitation, certain alter ego and derivative liability claims alleged by Ryder, on August 5, 2022, the Company, pursuant to a Settlement Agreement and Mutual General Releases dated August 2, 2022, paid Ryder $6,500 in ~~future months. In consideration for~~full and final settlement. The release of claims executed by Ryder covers, among others, TLSS and all its former and current subsidiaries, directors, officers and employees as well as all former members and managers of Shypdirect.

Since the August 2022 settlement, we have not received any further communications concerning this ~~interim arrangement, Airport adjourned~~matter. We therefore view the ~~hearing date on its petition to vacate from March 10, 2022 to April 7,~~ matter as closed and terminated.

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. The case is pending in Supreme Court, State of New York, Queens County, Index No. 704862/2022.

~~While Cougar Express intends, among various options,~~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 ~~continue~~take a home test. She further alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to ~~discuss with Airport a possible lease extension~~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 ~~Valley Stream premises, there can be no assurance~~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, ~~those discussions will,~~ in relation to this action, it has a right to full indemnification from the selling stockholder (including for attorneys’ fees) as well as set-off rights against notes payable to the selling stockholder.

Owing to (among other things) the fact ~~result~~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.

The Company’s Freight Connections, Inc. subsidiary (“FCI”) is one of three (3) named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC and Freight Connections, Inc. The case is pending in Superior Court of New Jersey, Essex County, Docket No. ESX-L-5147-18.

In this action, which was filed in 2018, plaintiff alleges that on February 1, 2017, she suffered personal injuries in a ~~lease extension~~collision between her motor vehicle and a truck operated by a then employee of FCI. Plaintiff alleges that the truck was owned by FCI and leased to North Trucking & Logistics at the time.

At present, there are two other actions pending related to insurance coverage for the accident. They are Acceptance Indemnity Insurance Company v. Freight Connections, LLC (Superior Court of New Jersey, Essex County, Docket No. ESX-L-7144-19) and New Jersey Manufacturers Insurance Company, as subrogee of Elaine Pryor v. Acceptance Indemnity Insurance Company (Superior Court of New Jersey, Essex County, Docket No. ESX-L-5120). These two actions involving insurance coverage questions have been consolidated with the Pryor personal injury claim.

In an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on ~~terms Cougar Express finds acceptable. In~~ the ~~event Cougar Express does~~insurance coverage issues.

The conduct alleged in the Pryor complaint occurred prior to the Company’s September 16, 2022 acquisition of FCI. The selling stockholder of FCI has advised the Company that the truck in question was not ~~sign a lease extension with Airport,~~owned by FCI at the time of the accident. The Company is currently investigating this issue as well as who the driver’s employer was at the time of the accident.

Owing to (among other things) the above uncertainties, it is ~~likely that Airport will continue~~not possible to ~~press its lawsuit for holdover rent~~evaluate the likelihood of ~~$51,079.78 per month for each month~~a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of ~~occupancy until Cougar Express exits~~any potential loss in the ~~premises, plus statutory interest, costs and attorneys’ fees, while giving Cougar a credit for any and all rent paid in CY 2022.~~matter.

Other than discussed above, as of December 31, ~~2021,~~2022, and as of the date of this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on results of our operations.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Common Stock was quoted on the OTC Pink market under the symbol “PTRA” through August 13, 2018 and “TLSS” beginning on August 14, 2018. On September 1, 2021, the Company was upgraded to the OTCQB Market. On May 23, 2022, we received notice from OTC Markets Group that as the Company’s bid price has closed below $0.01 for more than 30 consecutive calendar days, it no longer meets the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.3(2), which states that the Company must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days.” We were informed further that, as per Section 4.1 of the OTCQB Standards, the Company will be granted a cure period of 90 calendar days during which the minimum closing bid price for the Company’s common stock must be $.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. Since this requirement was not met by August 21, 2022, on August 21, 2022, we were removed from the OTCQB Marketplace and our common stock is quoted on the OTC Pink Tier. We chose not to reverse split our common stock and, instead, to await the results of the achievement of our business plan for acquisitions and financings, which, if successful, may result in an increase in the share price of our common stock, enabling us to reapply for re-listing on the OTCQB.

Trading in ~~OTCQB~~OTC Pink Tier stocks can be volatile, sporadic, and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock. The following table reflects the high and low bid price for our common stock for the period indicated. The bid information, during the period that our Common Stock was quoted on the OTC Pink market, was obtained from the OTC Markets Group, Inc. and reflects inter-dealer prices, without retail mark-up, markdown, or commission, and may not necessarily represent actual transactions.

Our common stock is considered to be penny stock under rules promulgated by the Securities and Exchange Commission. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker- dealers to make a market for the stock, to decrease the liquidity of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.

As of March ~~28, 2022,~~29, 2023, there were 98100 record holders of our common stock, and there were ~~3,187,771,983~~3,664,518,950 shares of our common stock outstanding.

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

~~During~~On January 3, 2023, the ~~three months ended December 31, 2021,~~Company’s Board of Directors granted the ~~Company issued 60,758,228~~chief operating officer 21,634,615 shares of its common stock ~~in connection with the conversion of 39,410 shares of Series E. The conversion ratio was~~which were valued at $90,865, or $0.0042 per common share, based on the ~~Series E certificate of designation, as amended.~~

~~During the three months ended December 31, 2021, the Company issued 28,571,429 shares of its common stock and received proceeds of $285,714 from the exercise of 28,571,429 warrants at $0.01 per share.~~

On December 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 615,000 shares of Series G and (ii) Warrants to purchase 615,000,000 sharesquoted closing price of the Company’s common stock ~~which are~~on the measurement date. These shares will vest in equal ~~to 1,000 warrants for~~quarterly installments with the first installment of 5,408,653 shares vesting on March 31, 2023, and 5,408,654 common shares vesting each ~~for each share of Series G purchased. The gross proceeds to~~quarter through December 31, 2023. In connection with these shares, the Company ~~were $6,150,000, or $10.00 per unit. The Company paid fees~~valued these common shares at a fair value of ~~$615,507, paid cash of $54,933 for~~$90,865 and will record stock-based compensation expense over the settlement of disputed penalties related the Series E, and received net proceeds of $5,479,560 The initial exercise price of the Warrants related to the December 2021 Series G Offering is $0.01 per share, subject to adjustment. These warrants have five-year terms.one year vesting period.

The securities described in this section were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

A smaller reporting company is not required to provide the information in this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

We maintain our cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2022, cash in bank in excess of ~~COVID-19~~FDIC insured levels amounted to approximately $1,143,000. On March 12, 2023, Signature Bank, our financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. Based upon the announcement on March 12, 2023, from the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC, the Company expected to have access to all of its deposits at Signature Bank. We did not lose access to our accounts or experience interruptions in banking services, and we suffered no losses with respect to our deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. We are currently looking at additional banking options to ensure that our exposure is limited or reduced to the FDIC protection limits.

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

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

Transportation and Logistics Systems, Inc. (“~~TLSS~~”TLSS” or the “~~Company~~”“Company”) ~~was incorporated under the laws~~is a publicly-traded holding company. Our active wholly-owned operating subsidiaries, Cougar Express, Freight Connections, JFK Cartage, and Severance Trucking Co., Inc. (acquired in 2023, along with Severance Warehousing, Inc. and McGrath Leasing, Inc., together Severance Trucking), together provide a full suite of ~~the State of Nevada, on July 25, 2008. The Company operates through its active subsidiaries as a~~ logistics and transportation ~~company~~ services, specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul ~~services for predominantly online retailers.~~

We are primarily an asset-based point-to-point delivery company. An asset-based delivery company, as compared to a non-asset-based delivery company, owns its own transportation equipment. We employ our own driversservices. Such entities operate several warehouse locations located in New York, New Jersey, Connecticut and ~~use the services of independent contractors who may use their own vehicles.~~Massachusetts. Inactive subsidiaries include: TLSSA, Shyp CX, Shyp FX, TLSS-FC, TLSS-STI.

Between June 18, 2018 and September 30, 2020, we operated through two New Jersey-based subsidiaries. Those subsidiaries were Prime EFS, LLC, which conducted a last-mile business focused on deliveries to retail consumers for our primary customer in New York, New Jersey and Pennsylvania (“Prime EFS”), and Shypdirect, LLC (“Shypdirect”), which formed in July 2018 and focused on, and conducted, our long-haul and mid-mile delivery businesses.

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 December 31, 2022, through our active subsidiaries, we owned approximately 32 vehicles consisting of trucks, box trucks and vans, 14 trailers, and 15 forklifts, while employing approximately 23 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.

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

~~During~~For the ~~years~~year ended December 31, 2022, two customers represented 22.8% of the Company’s total net revenues (11.9% and 10.9%, respectively). For the year ended December 31, 2021, four customers represented 74.5% (28.5%, 21.6%, 12.5% and ~~2020, one customer, Amazon, represented 28.5% and 96.7%~~11.9%, respectively) of ~~our~~the Company’s total net ~~revenues.~~revenues, respectively. Approximately 28.5% of our revenue of $5,495,146 for the year ended December 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the ~~4th~~4^th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the ~~2nd~~2^nd fiscal quarter of 2021. This impact caused Prime EFS and Shypdirect to become insolvent and to cease operations.

On August 16, 2021, Prime EFS and Shypdirect, executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In an ABC, debtor companies, here Prime EFS and Shypdirect, together referred to as the “Assignors,”execute Deeds of Assignment, assigning all of their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABCs were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Surrogate Court in the appropriate county, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute.

As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, we relinquished control of Prime EFS and Shypdirect. Therefore, we deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Our results of operations for the ~~years~~year ended December 31, 2021 ~~and 2020~~ include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey.

As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to the Assignment for the Benefit of Creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets.

On November 13, 2020, we formed a wholly owned subsidiary, Shyp FX, ~~Inc.,~~ a company incorporated under the laws of the State of New ~~Jersey (“Shyp FX”).~~Jersey. On January 15, 2021, through Shyp FX, we executed an ~~asset purchase agreement (“APA”)~~APA and closed a transaction to acquire substantially all of the assets and certain liabilities of ~~Double D Trucking, Inc.,~~DDTI, a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years, ~~(“DDTI”),~~ including last-mile delivery services using vans and box trucks. The purchase price was $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition were vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships. ~~The acquisition~~We concluded that the operations of ~~DDTI made the Company an approved contracted service provider of FedEx,~~Shyp FX, which ~~the Company believes fits~~is exclusively dedicated to servicing Federal Express routes in ~~well with~~northern New Jersey, no longer fit into our long-term growth plans. Shyp FX sold substantially all its ~~current geographic coverage area~~asset and ~~may lead to additional expansion opportunities within the FedEx network.~~specific liabilities in a transaction that closed in June 2022.

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

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

On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 31,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area. Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $1,700,000, subject to certain adjustments. The Company: (i) paid $405,712 in cash at closing; and (ii) JFK Cartage entered into a $696,935 promissory note with the JFK Cartage Seller, $98,448 of which is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022, with the remaining balance of $598,487, payable in three annual installments of $199,496, with interest at 5.0% percent per annum on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. As of the date of this report, the $98,448 has not been paid. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that existed on the books of JFK Cartage, which was paid in August 2022; and (iv) agreed to pay certain accrued liabilities and other notes payable that exists on the books of JFK Cartage. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $1,102,647, which includes cash of $405,712 plus the $696,935 promissory note that is in the name of JFK Cartage. The purchase consideration amount did not include the SBA loan of $503,065 and accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.

Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, a company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area. Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Freight Connections Seller”), is an unrelated party. Freight Connections was founded in 2016 and is a transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 square feet of warehouse and cross dock space, strategically located within one mile of each other. Freight Connections offers customers an array of services including truckload, LTL, and consolidating of cartage, construction-trade, air, and rail freight, as well as warehousing and distribution services. Prior to the closing, the Company, TLSSA and Freight Connections Seller entered into an amendment to their Stock Purchase and Sale Agreement, dated as of May 23, 2022 (the “Amended SPA”), and TLSSA assigned its interest in the Amended SPA to TLSS-FC. Pursuant to the Amended SPA, the total purchase price was $9,365,000, subject to certain adjustments. TLSS-FC: (i) paid $1,525,000 in cash at closing, (ii) Freight Connections entered into a $4,544,671 secured promissory note with the Freight Connections Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections), and (iii) assumed certain debt. The Company issued to the Freight Connections Seller 178,911,844 shares of the Company’s common stock and 32,374 shares of the Company’s Series H preferred stock which is convertible into an aggregate of 323,740,000 shares of the Company’s common stock based on a conversion of 10,000 shares of common stock for each share of Series H preferred stock outstanding. The common stock and the as if converted number of Series H preferred stock were valued at $0.0059 per share based on the quoted closing price of the Company’s common stock on the measurement date, for an aggregate fair value of $2,965,646. The number of shares was calculated as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company. TLSS-FC agreed to pay certain accrued liabilities and other notes payable that exists on the books of Freight Connections and agreed to pay the $4,544,671 secured promissory note which is in the name of Freight Connections. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $9,035,317 which includes (i) cash paid of $1,525,000, (ii) the aggregate fair value of common shares and Series H preferred shares issued to Freight Connections Seller of $2,965,646, and (iii) the $4,544,671 secured promissory note in the name of Freight Connections. The purchase consideration amount does not include accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.

Effective 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. TLSS-STI: (i) paid $365,613 in cash at closing and paid closing expenses of $158,700; (ii) assumed and paid off $152,748 in vehicle debt; and (iii) entered into a $1,572,939 secured promissory note with the Seller, with interest accruing at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three (3) equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of Severance and a corporate guaranty from TLSS. The purchase price is subject to a post-closing adjustment, up or down, determined by the amount by which Severance working capital as of the close of business on January 31, 2023, exceeds or falls short of the target working capital, as of September 30, 2022, on which the purchase price was calculated.

The following discussion highlights the results of our operations and the principal factors that have affected the Company’s consolidated financial condition as well as its liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on the 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.

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, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company.

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

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

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 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.

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

The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods.

Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital, which are derived from internal projection and operating plans. The Company performs its annual testing for goodwill during the fourth quarter of each fiscal year.

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.

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.

We have certain financial instruments that are embedded derivatives associated with capital raises. We evaluate all our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

~~In July 2017, FASB issued ASU No. 2017-11,~~ ~~Earnings Per Share~~ ~~(Topic 260);~~ ~~Distinguishing Liabilities from Equity~~ ~~(Topic 480);~~ ~~Derivatives and Hedging~~ ~~(Topic 815): (Part I)~~ ~~Accounting for Certain Financial Instruments with Down Round Features~~. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification.

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.

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

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

~~Management has reviewed~~We cover a 100-mile radius around each of our terminals and each individual shipment accepted by the 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 ~~disaggregation disclosure requirements pursuant~~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~~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 ~~determined that no further disaggregation disclosure~~recognize delivery costs as incurred. The percentage of service completed for each shipment is ~~required~~based on how far along in the shipment cycle each shipment is in relation to ~~be presented.~~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 December 31, 2022 and 2021, 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 is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. We have elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.

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

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

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

For the year ended December 31, ~~2021~~2022 compared with the year ended December 31, ~~2020~~2021

The following table sets forth our revenues, expenses and net loss for the years ended December 31, ~~2021~~2022 and ~~2020.~~2021. The financial information below is derived from our consolidated financial statements included in this Annual Report.

	For the Year Ended December 31,						For the Year Ended December 31,
	2021			2020			2022			2021
Revenues	$	5,495,146		$	25,826,632		$	7,744,477		$	5,495,146
Cost of revenues		5,408,143			23,284,240			5,216,839			5,408,143
Gross profit		87,003			2,542,392			2,527,638			87,003
Operating expenses		6,532,027			10,757,943			10,565,502			6,532,027
Loss from operations		(6,445,024	)		(8,215,551	)		(8,037,864	)		(6,445,024	)
Other income (expenses), net		12,699,814			(34,566,407	)		(38,202	)		12,699,814
Net income (loss)		6,254,790			(42,781,958	)		(8,076,066	)		6,254,790
Deemed dividend related to ratchet adjustment and beneficial conversion features		(2,650,217	)		(19,223,242	)
Deemed dividend related to beneficial conversion features and accrued dividends								(417,546	)		(2,650,217	)
Net income (loss) attributable to common shareholders	$	3,604,573		$	(62,005,200	)	$	(8,493,612	)	$	3,604,573

For the year ended December 31, ~~2021,~~2022, our revenues were ~~$5,495,146~~$7,744,477 as compared to ~~$25,826,632~~$5,495,146 for the year ended December 31, ~~2020, a decrease~~2021, an increase of ~~$20,331,486,~~$2,249,331, or ~~78.7%~~40.9%. This ~~decrease~~increase was primarily a result of revenues generated from our newly acquired companies, JFK Cartage and Freight Connections, of $679,798 and $2,942,004, respectively, and an increase in revenues from other customers of $855,604. These increases in revenues were offset by a decrease in revenue attributable to ~~Prime EFS’s last-mile DSP business of $13,944,991, a decrease in revenue from~~ Shypdirect’s terminated mid-mile and long-haul business with Amazon of ~~$9,459,668,~~$1,567,927, and a decrease in ~~revenue from other customers of $768,603. These decreases were offset from~~ revenues generated ~~from our newly acquired companies, DDTI~~by Shyp FX of $660,148 due to the sale of substantially all the assets and ~~Cougar Express,~~business of ~~$1,188,636 and $2,653,140, respectively.~~Shyp FX in June 2022.

~~During the year ended December 31, 2021 and 2020, one customer, Amazon, represented 28.5% and 96.7% of the Company’s total net revenues.~~ As discussed above, approximately 28.5% of our aggregate revenue of $5,495,146 for the year ended December 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of ~~the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of~~ Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on ~~operations of Shypdirect~~our consolidated revenues beginning in the ~~2nd fiscal~~second quarter of 2021. This impact has caused ~~Prime EFS and~~ Shypdirect to become insolvent and to cease operations.

On June 21, 2022, we sold substantially all the assets of Shyp FX in an all-cash transaction. For the years ended December 31, 2022 and 2021, we generated revenues from our Shyp FX operation of $528,488 and $1,188,636, respectively. Subsequent to June 21, 2022, we will no longer being generating this revenue.

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

For the year ended December 31, ~~2021,~~2022, our cost of revenues was ~~$5,408,143~~$5,216,839 as compared to ~~$23,284,240~~$5,408,143 for the year ended December 31, ~~2020,~~2021, a decrease of ~~$17,876,097,~~$191,304, or ~~76.8%~~3.5%. Cost of revenues consists of truck and van rental fees, insurance, gas, maintenance, parking and tolls, and compensation and related benefits. In the first quarter of 2021, Prime EFS received a bill for approximately $304,000 for excess wear and tear on trucks that were rented for its last-mile DSP business that terminated in September 2020, which is included in cost of sales. ~~The decrease in cost~~Subsequent to the acquisition of ~~sales was consistent with~~JFK Cartage on July 31, 2022, we began consolidating the ~~decrease in revenues.~~operations of Cougar and JFK which has lowered our costs.

For the year ended December 31, ~~2021,~~2022, we had a gross profit of $2,527,638, or 32.6% of revenues, as compared to gross profit of $87,003, or 1.6% of revenues, ~~as compared to gross profit of $2,542,392, or 9.8% of revenues,~~ for the year ended December 31, ~~2020, a decrease~~2021, an increase of ~~$2,455,389,~~$2,440,635, or ~~96.6%~~2,805%. The ~~decrease~~increase in gross profit for the year ended December 31, ~~2021~~2022 as compared to the year ended December 31, ~~2020~~2021 primarily resulted from the acquisitions of Freight Connections and JFK Cartage during 2022 which generate aggregate gross profit of $1,503,614. Additionally, in 2021, we recognized a ~~decrease in revenues~~gross loss of $803,369 from our terminated Shypdirect and ~~a decrease in operational efficiencies in~~ Prime EFS ~~and Shypdirect due to the termination of the Amazon last-mile business and decrease in revenues from our mid-mile and long-haul~~ business. ~~Additionally, as~~As discussed above, during the year ended December 31, 2021, Prime EFS received a bill for approximately $304,000 for excess wear and tear on trucks that were rented for its last-mile DSP business that terminated in September 2020. In 2023, we expect our gross profit to increase since we will have owned JFK Cartage and Freight Connections for a full year and as we continue to consolidate the operations of Cougar and JFK which has lowered our costs .

For the year ended December 31, ~~2021,~~2022, total operating expenses amounted to ~~$6,532,027~~$10,565,502 as compared to ~~$10,757,943~~$6,532,027 for the year ended December 31, ~~2020, a decrease~~2021, an increase of ~~$4,225,916,~~$4,033,475, or ~~39.3%~~61.7%. For the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, operating expenses consisted of the following:

	For the Year Ended December 31,				For the Year Ended December 31,
	2021		2020		2022		2021
Compensation and related benefits	$	1,403,311	$	2,335,388	$	3,742,676	$	1,403,311
Legal and professional fees		2,160,081		3,920,606		1,327,172		2,160,081
Rent		599,820		651,806		1,398,401		599,820
General and administrative expenses		1,115,187		814,306		1,806,686		1,115,187
Contingency loss		30,000		3,035,837		200,000		30,000
Loss on lease abandonment		1,223,628		-		-		1,223,628
Impairment loss						2,090,567		-
Total Operating Expenses	$	6,532,027	$	10,757,943	$	10,565,502	$	6,532,027

For the year ended December 31, ~~2021,~~2022, compensation and related benefits amounted to ~~$1,403,311~~$3,742,676 as compared to ~~$2,335,388~~$1,403,311 for the year ended December 31, ~~2020, a decrease~~2021, an increase of ~~$932,077,~~$2,339,365, or ~~39.9%~~166.7%. During the year ended December 31, ~~2021,~~2022, the overall ~~decrease~~increase in compensation and related benefits as compared to the year ended December 31, ~~2020~~2021 was attributable to ~~a decrease~~an increase in compensation paid to significant employees, including the hiring of our chief executive officer and ~~the reduction of~~chief financial officer in January 2022, an increase in staff due to increased operations, and an increase in stock-based compensation of $1,386,570. Additionally, in connection with the ~~significant~~acquisition of JFK Cartage and Freight Connections in 2022, we incurred aggregate compensation and related benefits of $513,313. These increases were offset by a decrease in ~~revenues~~compensation and ~~operations.~~related benefits incurred in 2021 related to the operations of Shypdirect which ceased operations in 2021.

For the year ended December 31, ~~2021,~~2022, legal and professional fees were ~~$2,160,081~~$1,327,172 as compared to ~~$3,920,606~~$2,160,081 for the year ended December 31, ~~2020,~~2021, a decrease of ~~$1,760,525,~~$832,909, or ~~44.9%~~38.6%. During the year ended December 31, ~~2021,~~2022, we had a decrease in legal fees of ~~$35,871~~$165,917 related to a decrease in activities on ongoing legal matters, a decrease in consulting fees of ~~$64,509 and~~$397,564 primarily attributable to the hiring of our chief executive officer in 2022 who was a consultant during 2021, a decrease ~~in stock-based consulting fees of $1,999,749 that we incurred in the 2020 period and not in the 2021. These decreases were offset by an increase~~ in accounting fees of ~~$238,222 incurred,~~$178,757, and ~~an increase~~a decrease in other professional fees of ~~$101,382~~$100,671 which primarily consisted of a decrease in fees for the mailing of proxy and shareholder ~~information.~~information, offset by an increase in stock-based consulting fees of $10,000.

For the year ended December 31, ~~2021,~~2022, rent expense was ~~$599,820~~$1,398,401 as compared to ~~$651,806~~$599,820 for the year ended December 31, ~~2020, a decrease~~2021, an increase of ~~$51,986,~~$798,581, or ~~8.0%~~133.1%. This ~~decrease~~increase was attributable to the acquisition of JFK Cartage and Freight Connections in July 2022 and September 2022, respectively. From the respective acquisition date to December 31, 2022, we incurred aggregate rent expense $1,081,472 related to these acquired companies. This increase was offset by a reduction of rent expense due to the abandonment of our leased properties which were vacated due to the cessation of the operations of ~~Prime EFS and Shypdirect, offset by an increase in rental space due to the acquisition of Cougar Express.~~Shypdirect. As of December 31, 2021, we abandoned all of our leased properties, except for the Cougar Express premises. The lease of our subsidiary, Cougar Express, expired on December 31, ~~2021.~~2021 and we occupied the facility on a month-to-month basis through September 30, 2022 at which time we vacated the premises and moved the Cougar Express ~~is holding over in~~operations into the facility while it attempts to negotiate a lease renewal with its landlord. The holdover rent is 200% of the base rental rate Cougar Express paid in 2021. Alternatively, Cougar Express is exploring options to move its operations to anotherJFK Cartage facility. ~~We expect that, whether Cougar Express renegotiates with its existing landlord or finds new space, it will pay materially higher rent in 2022 and future years.~~

General and administrative expenses include depreciation and amortization expense, bad debt expense and other general and administrative expenses. For the year ended December 31, ~~2021,~~2022, general and administrative expenses were ~~$1,115,187~~$1,806,686 as compared to ~~$814,306~~$1,115,187 for the year ended December 31, ~~2020,~~2021, an increase of ~~$300,881,~~$691,499, or ~~36.9%~~62.0%. These increases were primarily attributable to the acquisition of ~~Double D Trucking~~JFK Cartage and ~~Cougar Express~~Freight Connections in 2022, which incurred general and administrative expenses of $739,143 (including depreciation and amortization of $484,238 and bad debt expense of $103,000). These increases were offset by decreases in general and administrative expenses due to cost-cutting measures ~~taken. We expect general~~taken and ~~administrative expenses to decrease in 2022 due to these cost cutting measures.~~the sale of Shyp FX of $47,644.

For the year ended December 31, ~~2021,~~2022, contingency loss amounted to ~~$30,000~~$200,000 as compared to ~~$3,035,837~~$30,000 for the year ended December 31, ~~2020,~~2021, an increase of $170,000, or 566.70%. In connection with the finalization of the ABC, the Assignee has demanded at one time payment of $200,000 to close out the estates of Prime EFS and Shypdirect. We are currently negotiating this amount and cannot predict the outcome of this demanded amount. Accordingly, during the year ended December 31, 2022, we recorded a ~~decrease~~contingency loss of ~~$3,005,837, or 99.0%.~~$200,000 and as of December 31, 2022, we accrued the potential settlement amount of $200,000 which is included in accrued expenses on the accompanying consolidated balance sheet. For the year ended December 31, 2021, contingency loss amounted to $30,000 which is related to the accrual of an estimated legal settlement. ~~For~~

Based on the Company’s impairment analysis, management determined that an intangible impairment charge was required for the year ended December 31, ~~2020, contingency~~2022 and accordingly, we recorded an impairment loss ~~consisted~~ of $2,090,567. We did not incur any impairment loss during the write off of securities deposits of $164,565 and the recorded of a contingent liability of $2,871,272 which are related to the default on truck leases for non-payment of monthly lease payments and the lessors demand for payment of lease termination fees.2021 period.

Due to a reduction in our revenues and the loss of its Amazon revenues, during the second and third quarter of 2021, we abandoned our leased premises related to the ceased operations of Prime EFS and Shypdirect. Accordingly, during the year ended December 31, 2021, we wrote off the remaining balances of the right of use assets and recorded a loss on lease abandonment of $1,223,628.

For the year ended December 31, ~~2021,~~2022, loss from operations amounted to ~~$6,445,024~~$8,037,864 as compared to ~~$8,215,551~~$6,445,024 for the year ended December 31, ~~2020, a decrease~~2021, an increase of ~~$1,770,527,~~$1,592,840, or ~~21.6%~~24.7%.

Total other income (expenses) includes interest income, interest expense, derivative expense, warrant exercise inducement expense, gain on debt extinguishment, settlement expense, gain on deconsolidation of subsidiaries, and other income. For the years ended December 31, 2022 and 2021, ~~and 2020,~~ other ~~expenses (income)~~(expenses) income consisted of the following:

	For the Year Ended December 31,						For the Year Ended December 31,
	2021			2020			2022			2021
Interest income							$	31,166		$	-
Interest expense	$	(349,544	)	$	(7,377,164	)		(125,382	)		(349,544	)
Interest expense – related parties		(74,959	)		(174,947	)		-			(74,959	)
Warrant exercise inducement expense		(4,431,853	)		-			-			(4,431,853	)
Gain on debt extinguishment		1,564,941			7,847,073			-			1,564,941
Gain on debt extinguishment – related party		148,651			-			-			148,651
Gain on sale of subsidiary								293,975			-
Settlement expense		-			(545,616	)		(237,961	)		-
Other income		194,823			376,750			-			194,823
Gain on deconsolidation of subsidiaries		12,363,449			-			-			12,363,449
Derivative income (expense), net		3,284,306			(34,692,503	)		-			3,284,306
Total Other Income (Expenses), net	$	12,699,814		$	(34,566,407	)
Total Other (Expenses) Income, net							$	(38,202	)	$	12,699,814

For the year ended December 31, 2022 and 2021, interest income was $31,166 and ~~2020, aggregate interest expense was $424,503 and $7,552,111,~~$0, respectively, ~~a decrease~~an increase of ~~$7,127,608,~~$31,166, or ~~94.4%~~100.0%. ~~During~~

For the year ended December 31, ~~2020, we recorded~~2022 and 2021, aggregate interest expense was $125,382 and $424,503, respectively, a ~~30% default interest penalty~~decrease of ~~$1,531,335, which was included in interest expense. We did not incur this expense during the 2021 periods. Additionally, the~~299,121, or 70.5%. The decrease in interest expense was attributable to a decrease in average interest-bearing loans outstanding due to the conversion of debt to equity, and a decrease in the amortization of original issue discount. In July 2022 and September 2022, in connection with the acquisitions of JFK Cartage and Freight Connections, note payable balances increased by $5,241,606 related to secured promissory notes entered into with the former owners of JFK Cartage and Freight Connections, and we assumed notes payable aggregating $1,113,982 primarily consisting of equipment notes assumed. Accordingly, we expect interest expense to increase in 2023.

During the year ended December 31, 2021, we entered into Securities Purchase Agreements with certain of the holders of its existing Series E preferred warrants (“Exercising Warrant Holders”). Pursuant to the Securities Purchase Agreements, the Exercising Warrant Holders and we agreed that the Exercising Warrant Holders would cash exercise their existing warrants, into shares of common stock underlying such existing warrants Shares. In order to induce the Exercising Warrant Holders to cash exercise their existing Warrants, the Securities Purchase Agreements provided for the issuance of new warrants (“New Warrants”) with such New Warrants to be issued in an amount equal to 50% of the number of shares acquired by the Existing Warrant Holder through the exercise of existing warrants for cash. The New Warrants are exercisable upon issuance and terminate five years following the initial exercise date. The New Warrants have an exercise price per share of $0.01. In connection with the exercise of these existing warrants for cash, the Company issued an aggregate of 205,626,862 New Warrants. The New Warrants issued in connection with the Securities Purchase Agreements were considered inducement warrants and are classified in equity. During the year ended December 31, 2021, the fair value of the New Warrants issued was $4,431,853 and were expensed as warrant exercise inducement expense on the accompanying consolidated statement of operations.

For the year ended December 31, 2021, ~~and 2020,~~ the aggregate net gain on extinguishment of debt was ~~$1,713,592 and $7,847,073, respectively, a decrease of $6,133,481, or 78.2%.~~$1,713,592. The gains on debt extinguishment were attributable to the settlement of convertible debt and warrants, the settlement of secured merchant loans, the conversion of convertible debt, the settlement of a note payable – related party, and the settlement of other payables. We did not record any gain on debt extinguishment during the year ended December 31, 2022.

OnDuring the year ended December 17, 2020, we issued 18,685,477 common shares to certain August 2019 equity and debt purchasers as settlement related to the difference between $2.50, the purchase price, and $0.40. These shares were valued at $545,616, or $0.029 per share, based on the quoted trading price on the date of grant. In connection with these shares,31, 2022, we recorded settlement expense of ~~$545,616.~~$237,961 as compared to $0 for the year ended December 31, 2021.

During the year ended December 31, 2022, we recorded a gain from the sale of assets of our subsidiary, Shyp FX, of $293,975.

During the year ended December 31, 2021, ~~and 2020,~~ we recorded other income of ~~$194,823 and $376,750.~~$194,823. Other income was primarily related to the collection of rental income from the sublease of excess office, warehouse, and parking spaces. As of December 31, 2021, the Company abandoned substantially all of its leased properties that generated sublease rental income and ~~will~~we no longer receive sublease ~~income in the future.~~income.

For the year ended December 31, 2021, we recognized a gain on deconsolidation of subsidiaries of $12,363,449. We did not recognize this gain during the ~~2020~~2022 period.

For the year ended December 31, 2021, ~~and 2020,~~ derivative income ~~(expense)~~ was ~~$3,284,306 and $(34,692,503), respectively, a change of $37,976,809.~~$3,284,306. During the year ended December 31, 2021, ~~and 2020,~~ we recorded a derivative income ~~(expense)~~ related to the calculated ~~initial~~ derivative fair value of conversion options and warrants. ~~Additionally, we adjusted our~~We did not have any derivative ~~liabilities to fair value and recorded derivative expense or income.~~instruments during the 2022 period.

Due to factors discussed above, for the year ended December 31, 2022 and 2021, ~~and 2020,~~ net (loss) income ~~(loss)~~ amounted to ~~$6,254,790~~$(8,076,066) and ~~$(42,781,958),~~$6,254,790, respectively. For the year ended December 31, ~~2021 and 2020,~~2022, net ~~income (loss)~~loss attributable to common shareholders, which included a deemed dividend related to ~~price protection,~~dividends accrued on Series E and Series G preferred stock of $417,546, amounted to $(8,493,612), or $(0.00) per basic and diluted common share. For the year ended December 31, 2021, net income attributable to common shareholders, which included a deemed dividend related to beneficial conversion features on preferred stock and the dividends accrued on Series E and Series G preferred stock of $2,650,217, ~~and $19,223,242,~~ amounted to $3,604,573, or $0.00 per basic and diluted common ~~share, and $(62,005,200), or $(0.08) per basic and diluted common share, respectively.~~share.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, ~~2021~~2022 and ~~2020,~~2021, we had a cash balance of ~~$6,067,692~~$1,470,807 and ~~$579,283,~~$6,067,692, respectively. Our working capital deficit was ~~$5,740,655~~$4,403,460 on December 31, ~~2021.~~2022. We reported a net ~~increase~~decrease in cash for the year ended December 31, ~~2021~~2022 as compared to December 31, ~~2020~~2021 of ~~$5,488,409~~$4,596,885 primarily as a result of ~~net~~the use of cash ~~proceeds received from~~used for the ~~sale~~repayment of notes payable of $975,002, cash used to purchase property and equipment of $143,948, cash used for investment in note receivable of $255,000, cash used in operations of $3,422,359 cash used for the payment of liquidated damages on Series E preferred ~~stock units~~shares of ~~$3,590,500,~~$24,000, and cash used for acquisitions of $1,930,712, offset by net cash proceeds received from the sale of Series G preferred stock units of ~~$5,479,560, and~~$855,000, cash proceeds from the exercise of warrants of ~~$4,226,383, offset by the use of net cash for acquisitions of $2,123,115, the repayment of~~$245,714, proceeds from notes payable of ~~$991,468,~~$108,395, cash acquired in acquisitions of $196,527, and net cash proceeds received from the ~~repayment~~sale of ~~note payable – related party~~the assets of ~~$500,000, net repayment~~Shyp FX of ~~related party advances of $55,041, and by cash used in operations of $3,937,036.~~$748,500.

We believe that our existing working capital and our future cash flows from operating activities will provide sufficient cash to enable us to meet our operating needs and debt requirements for the next twelve months.

Additionally, we are seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. Although we have historically raised capital from sales of shares of common stock, the sale of Series E and Series G preferred stock, and from the issuance of convertible promissory notes and notes payable, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the future, management expects that we will need to curtail our ~~operations.~~operations ad new may not be able to meet our debt obligations.

~~During the year ended December 31, 2020, we issued and sold to certain investors convertible promissory notes in the aggregate principal amount of $2,068,000 (the “~~~~Q1/Q2 2020 Notes~~~~”) and warrants to purchase up to 827,200 shares of the Company’s common stock (the “~~~~Q1/Q2 2020 Warrants~~”). We received net proceeds of $1,880,000, which is net of a 10% original issue discounts of $188,000. The Q1/Q2 2020 Notes initially bore interest at 6% per annum and became due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which included, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “~~Q1/Q2 2020 Note Amortization Payment~~”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note was immediately due and payable.

From the original issue date of a Q1/Q2 2020 Note until such Q1/Q2 2020 Note is no longer outstanding, such Q1/Q2 2020 Note was convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the holder. The “Conversion Price” in effect on any Conversion Date (as defined in the Q1/Q2 2020 Notes) means, as of any date of determination, $0.40 per share, subject to adjustment as provided therein and summarized below. If an Event of Default (as defined in the Q1/Q2 2020 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the Q1/Q2 2020 Notes are convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the Q1/Q2 2020 Notes) during the 20 consecutive Trading Day (as defined in the Q1/Q2 2020 Notes) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of Common Stock outstanding.

In the third fiscal quarter of 2020, the great majority of principal amount of Q1/Q2 2020 Notes were exchanged for Common Stock at the conversion price that applied if an Event of Default occurred. It is the Company’s position (and it was the Company’s intent at issuance) that, to the extent the Q1/Q2 2020 Notes were converted for Common Stock at the advantageous conversion price applicable to post-Events of Default, the Q1/Q2 Notes are not also entitled to receive the Mandatory Default Payment (as defined in the Q1/Q2 2020 Notes) of 130% of principal amount. However, since a note holder could conceivably disagree with the Company’s position in this regard, the Company has decided, out of an abundance of caution and despite its confidence that its construction of the Q1/Q2 2020 Notes is the only correct one, to accrue a reserve as if a note holder were entitled both to convert its Q1/Q2 Notes at the advantageous conversion price applicable to post-Events of Default ~~and~~ to receive the Mandatory Default Payment of 130% on the entire original principal amount of Q1/Q2 2020 Notes. Accordingly. as of March 31, 2021, convertible notes payable and default interest due related to the Q1/Q2 2020 Notes amounted to $736,865, which consists of $801,400 of principal and default penalty balances due and is net of unamortized debt discount of $64,535.

As of December 31, 2021, convertible notes payable and default interest due related to the Q1/Q2 2020 Notes amounted to $0. On December 31, 2020, on the same construction of the Q1/Q2 Notes, convertible notes payable and default interest due related to the Q1/Q2 2020 Notes amounted to $717,852, which consists of $801,400 of principal and default penalty balances due and is net of unamortized debt discount of $83,548.

~~On April 20, 2020, we issued to an investor a convertible promissory note in the principal amount of $456,500 (the “~~~~April 20 Note~~”). The April 20 Note contained a 10% original issue discount amounting to $41,500 for a purchase price of $415,000. The Company did not receive any proceeds from the April 20 Note because the investor converted previous notes and accrued interest due to him in the amount of $195,000 into the April 20 Note. In connection with the conversion of notes payable to the April 20 Note, we recorded a loss from debt extinguishment of $220,000. The April 20 Note bore interest at 6% per annum and becomes due and payable on April 20, 2022 (the “~~April 20 Note Maturity Date~~”). During the existence of an Event of Default (as defined in the April 20 Note), which includes, amongst other events, any default in the payment of principal and interest payment (including any April 20 Note Amortization Payments) under any note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the April 20 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule, will be due and payable (each, an “~~April 20 Note Amortization Payment~~”), until the April 20 Note Maturity Date, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the April 20 Note will be immediately due and payable. The April 20 Note Amortization Payments will be made in cash unless the investor requests payment in the Company’s common stock in lieu of a cash payment (each, an “~~April 20 Note Stock Payment~~”). If the investor requests an April 20 Note Stock Payment, the number of shares of common stock issued will be based on the amount of the applicable April 20 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the April 20 Note) during the five Trading Day (as defined in the April 20 Note) period prior to the due date of the April 20 Note Amortization Payment.

Until the April 20 Note was no longer outstanding, it was convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date (as defined in the April 20 Note) means, as of any Conversion Date or other date of determination, the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the April 20 Note) during the 20 consecutive Trading Day (as defined in the April 20 Note) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock.

During the three months ended June 30, 2021, we issued 15,923,322 shares of our common stock upon the conversion of all remaining principal and interest balances due aggregating $95,540. Hence, as of December 31, 2021, convertible notes payable and default interest due related to the April 20 Note amounted to $0. On December 31, 2020, convertible notes payable related to the April 20 Note amounted to $69,300, which consists of $69,300 of default penalty balance due.

On October 8, 2020, we entered into a Securities Purchase Agreement with the investors party thereto (collectively the “Investors”) pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 47,977 shares of Series E Convertible Preferred Stock (the “Series E”) and (ii) warrants (the “Warrants”) to purchase 23,988,500 shares of the Company’s common stock which are equal to 50% of the shares of common stock issuable upon conversion of the Series E if the Series E were converted on October 8, 2020 (the “October 2020 Series E Offering”). The gross proceeds to the Company were $640,000, or $13.34 per unit which is the stated value of each Series E share. We paid fees of $35,000 and received net proceeds of $605,000. The initial exercise price of the Warrants related to the October 2020 Series E Offering is $0.04 per share, subject to adjustment. Due to down-round provisions in the Warrants, the number of warrants was increased from 23,988,500 warrants to 95,954,000 warrants, and the exercise price was reduced to $0.01 per share.

On December 28, 2020 and December 30, 2020, we entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 57,400 shares of Series E and (ii) Warrants to purchase 76,571,429 shares of the Company’s common stock which are equal to 1,334 warrants for each share of Series E purchased (the “December 2020 Series E Offering”). The gross proceeds to the Company were $670,000, or $11.67 per unit. We paid fees of $112,000 and received net proceeds of $558,000. The initial exercise price of the Warrants related to the December 2020 Series E Offering is $0.01 per share, subject to adjustment.

During the three months ended March 31, 2021, we entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 310,992 shares of Series E and (ii) Warrants to purchase 414,857,146 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “Q1 2021 Series E Offering”). The gross proceeds to the Company were $3,630,000, or $11.67 per unit. We paid fees of $372,000 and received net proceeds of $3,258,000. The initial exercise price of the Warrants related to the Q1 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, we issued 82,971,429 warrants to the placement agent at an initial exercise price of $0.01 per share.

During April 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 32,127 shares of Series E and (ii) Warrants to purchase 42,857,143 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “April 2021 Series E Offering”). The gross proceeds to the Company were $375,000, or $11.67 per unit. We paid fees of $42,500 and received net proceeds of $332,500. The initial exercise price of the Warrants related to the April 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 8,571,4293 warrants to the placement agent at an initial exercise price of $0.01 per share.

During the three months ended June 30, 2021, the Company issued 571,296,287 shares of its common stock in connection with the conversion of 340,346 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.

During the three months ended September 30, 2021, the Company issued 25,725,519 shares of its common stock in connection with the conversion of 17,135 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.

During the three months ended December 31, 2021, the Company issued 60,758,228 shares of its common stock in connection with the conversion of 39,410 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.

During the three months ended March 31, 2022, the Company issued 75,000,000 shares of its common stock in connection with the conversion of 19,947 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.

During the three months ended June 30, 2022, the Company issued 38,500,868 shares of its common stock in connection with the conversion of 10,240 shares of Series E and paid liquidating damages of $24,000. The conversion ratio was based on the Series E certificate of designation, as amended.

On December 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 615,000 shares of Series G and (ii) Warrants to purchase 615,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “December 2021 Series G Offering”). The gross proceeds to the Company were $6,150,000, or $10.00 per unit. The Company paid fees of $615,507, paid cash of $54,933 for the settlement of disputed penalties related the Series E, and received net proceeds of $5,479,560 The initial exercise price of the Warrants related to the December 2021 Series G Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 123,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share.

~~Conversions~~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 ~~Convertible Notes,~~an aggregate of (i) 70,000 shares of Series G and (ii) Warrants ~~and Convertible Preferred Stock~~

~~The Company’s trading price quoted on the OTC Pink market fell from $3.50 per share on January 8, 2020~~ to $0.013 on December 31, 2021. This drop, together with anti-dilution protection features contained in the August 2019 Notes and August 2019 Warrants that were triggered upon the issuance of convertible debt beginning in January 2020, caused the conversion prices of most of the Company’s outstanding notes and the exercise price of many of the Company’s outstanding warrants, to fall to $0.006. Beginning in February 2020, note holders began converting the outstanding principal of their notes into substantial quantities ofpurchase 70,000,000 shares of the Company’s common ~~stock.~~stock which are equal to 1,000 warrants for each share of Series G purchased (the “January 2022 Series G Offering”). The gross proceeds to the Company were $700,000, or $10.00 per unit. The Company paid placement agent fees of $70,000 and received net proceeds of $630,000. On March 4, 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “March 2022 Series G Offering”). The gross proceeds to the Company were $250,000, or $10.00 per unit. The Company paid placement agent fees of $25,000 and received net proceeds of $225,000. The initial exercise price of the Warrants related to the January 2022 and March 2022 Series G Offerings is $0.01 per share, subject to adjustment. Additionally, the Company issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The aggregate cash fees of $95,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.

During the ~~period from February 25, 2020 to December 31, 2020, we~~three months ended June 30, 2022, the Company issued 1,013,408,088 shares of our common stock in connection with the conversion of convertible notes payable and default interest of $8,353,965, accrued interest of $553,596, and fees of $9,080. On July 24, 2020, we issued 1,000,000 shares of our common stock upon the conversion of 1,000,000 shares of Series B preferred shares. Additionally, in 2020, we issued 155,914,308 shares of its common stock upon the cashless exercise of 157,297,448 warrants. Also, we issued 522,726,000 shares of common stock upon the conversion of 522,726 shares of series D preferred stock and issued other shares of common stock during fiscal 2020.

~~On January 11, 2021, we issued 15,454,545~~129,272,885 shares of its common stock in connection with the conversion of ~~a convertible note payable of $170,000. The conversion price was based on contractual terms of the related debt.~~

During the three months ended June 30, 2021, we issued 28,358,841 shares of our common stock upon the conversion of all remaining Q1/Q2 2020 Note principal and interest balances due aggregating $277,916.

~~During the three months ended June 30, 2021, we issued 15,923,322 shares of our common stock upon the conversion of all remaining April 20 Note principal and interest balances due aggregating $95,540.~~

~~During the year ended December 31, 2021, we issued 657,780,034 shares of our common stock in connection with the conversion of 396,891~~92,500 shares of Series E.G and accrued dividends payable of $21,134. The conversion ratio was based on the Series EG certificate of designation, as amended.

During the three months ended ~~June~~September 30, ~~2021, we~~2022, the Company issued ~~52,482,141~~61,178,746 shares of ~~our~~its common stock in connection with the ~~cashless exercise~~conversion of ~~98,557,429 warrants.~~42,500 shares of Series G and accrued dividends payable of $18,183. The ~~exercise price~~conversion ratio was based on ~~contractual terms~~the Series G certificate of ~~the related warrant.~~

~~In May and June 2021, we issued 68,571,429 shares of our common stock and received proceeds of $685,714 from the exercise of 68,571,429 warrants at $0.01 per share.~~

~~During the three months ended September 30, 2021, we issued 325,539,430 shares of our common stock and received proceeds of $3,254,955 from the exercise of 325,539,430 warrants at $0.01 per share.~~

~~During the three months ended December 31, 2021, we issued 28,571,429 shares of our common stock and received proceeds of $285,714 from the exercise of 28,571,429 warrants at $0.01 per share.~~

~~Consequently, the total number of shares of common stock outstanding has increased from 11,832,603 on December 31, 2019, to 2,926,528,666 on December 31, 2021.~~

To enable the Company to meet these commitments, the Company’s Board of Directors unanimously adopted a resolution seeking stockholder approval to authorize the Board of Directors to amend the Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 shares to 4,000,000,000 shares (the “~~Authorized Share Increase Amendment~~”). Stockholder approval for the Authorized Share Increase Amendment was obtained on June 26, 2020 from stockholders that held at least 51% of the voting power of the stock of the Company entitled to vote thereon,designation, as of the record date of June 26, 2020. These consents constituted a sufficient number of votes to approve the Authorized Share Increase Amendment under the Company’s Amended and Restated Articles of Incorporation, bylaws and Nevada law. Pursuant to applicable securities laws and Section 78.390 of the Nevada Revised Statutes, the Company prepared and mailed an Information Statement to its stockholders of record on the record date beginning on June 30, 2020. In compliance with Rule 14(c)-2(b) of the Securities Exchange Act of 1934, as amended, the Authorized Share Increase Amendment became effective on July 20, 2020 which was at least twenty calendar days after the Information Statement was first sent to stockholders.

Additionally, on February 23, 2021, stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon consented, in writing, to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company to authorize an increase of the number of shares of common stock that the Company may issue to 10,000,000,000 shares, par value $0.001 (the “2021 Amendment”). The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on March 3, 2021.This consent was sufficient to approve the 2021 Amendment under Nevada law. The Company filed a definitive information statement on Schedule 14C on March 15, 2021 and first mailed that information statement to stockholders on March 15, 2021. The 2021 Amendment became effective in April 2021 which was at least twenty calendar days after the Information Statement was first sent to stockholders.amended.

Net cash flows used in operating activities for the year ended December 31, 2022 amounted to $3422,359. During the year ended December 31, 2022, net cash used in operating activities was primarily attributable to net loss of $8,076,066, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $1,134,037, stock-based compensation of $1,386,570, stock-based professional fees of $10,000, impairment loss of $2,090,567, related to the impairment of intangible assets, bad debt expense of $162,400, and a non-cash gain from the sale of the assets of Shyp FX of $296,689, and changes in operating assets and liabilities such as a decrease in accounts receivable of $450,715, a decrease in prepaid expenses and other current assets of $110,606, a decrease in security deposit of $20,185, a decrease in accounts payable and accrued expenses of $218,364, a decrease in insurance payable of $130,590, and a decrease in accrued compensation and related benefits of $102,983.

Net cash flows used in operating activities for the year ended December 31, 2021 amounted to $4,085,687. During the year ended December 31, 2021, net cash used in operating activities was primarily attributable to net income of $6,254,790, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $685,644, derivative income of $3,284,306, amortization of debt discount of $83,548, non-cash gain on debt extinguishment of $1,564,941, non-cash gain on extinguishment of debt - related party of $148,651, warrant exercise inducement expense of $4,431,853, a non-cash gain from the deconsolidation of subsidiaries of $12,448,899 and loss on lease abandonment of $1,223,628, and changes in operating assets and liabilities such as a decrease in accounts receivable of $166,486, a decrease in prepaid expenses and other current assets of $253,608, a decrease in security deposit of $94,000, an increase in accounts payable and accrued expenses of $393,641, a decrease in insurance payable of $209,082, and an increase in accrued compensation and related benefits of $4,321.

Net cash flows used in operating activities for the year ended December 31, 2020 amounted to $3,278,258. During the year ended December 31, 2020, net cash used in operating activities was primarily attributable to a net loss of $42,781,958, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $102,109, derivative expense of $34,692,503, amortization of debt discount of $4,928,010, non-cash contingency loss of $3,035,837, interest expense related to debt default of $1,531,335, stock-based compensation of $1,999,749, non-cash settlement expense of $545,616, and non-cash gain on debt extinguishment of $(7,899,618), and changes in operating assets and liabilities such as a decrease in accounts receivable of $583,818, an increase in prepaid expenses and other current assets of $64,822, an increase in security deposit of $17,500, an increase in accounts payable and accrued expenses of $258,554, a decrease in insurance payable of $258,966, and an increase in accrued compensation and related benefits of $35,732.

Net cash used in investing activities for the year ended December 31, 2022 amounted to $1,384,633, which consisted of cash used for acquisitions of $1,930,712, cash used for the purchase of property and equipment of $143,948, and cash used for investment on note receivable of $255,000, offset by net proceeds received from the sale of the assets of Shyp FX of $748,500 and cash acquired in acquisitions of $196,527.

Net cash used in investing activities for the year ended December 31, 2021 amounted to $2,175,838 and consisted of net cash used for the acquisition of DDTI and Cougar Express of $2,123,115, and cash used for the purchase on transportation equipment offset by cash proceeds from the sale of property and equipment of $3,451.

~~Net cash used in investing activities for the year ended December 31, 2020 amounted to $460,510 and consisted of cash paid for the purchase of five box trucks of $460,510.~~

For the year ended December 31, 2022, net cash provided by financing activities totaled $210,107. During the year ended December 31, 2022, we received proceeds from the sale of Series G preferred shares of $855,000, cash proceeds of $245,714 from the exercise of warrants, and cash from notes payable of $108,395, offset by the repayment of notes payable of $975,002 and the payment of liquidating damages of $24,000.

For the year ended December 31, 2021, net cash provided by financing activities totaled $11,749,934. During the year ended December 31, 2021, we received proceeds from the sale of Series E preferred shares of $3,590,500, proceeds from the sale of Series G preferred shares of $5,479,560, and cash proceeds of $4,226,383 from the exercise of warrants, offset by the repayment of notes payable of $991,468, the repayment of note payable – related party of $500,000, and the net repayment of related party advances of $55,041.

For the year ended December 31, 2020, net cash provided by financing activities totaled $4,268,025. For the year ended December 31, 2020, we received proceeds from convertible debt of $1,912,382, proceeds from notes payable of $4,479,662 and proceeds from the sale of Series E preferred shares of $1,163,000, offset by the repayment of convertible notes of $257,139, the repayment of related party advances of $27,753, and the repayment of notes payable of $3,002,127.

~~The accompanying~~Our consolidated financial statements have been prepared on ~~the~~a going concern basis, ~~of continuity of operations,~~which contemplates the realization of assets and the ~~satisfaction~~settlement of liabilities and commitments in the ~~ordinary~~normal course of business.

~~Historically,~~ As reflected in the accompanying consolidated financial statements, we ~~have primarily funded our operations with proceeds from sales of convertible debt and convertible preferred stock. Since our inception, we have incurred recurring losses, including~~had a loss from operations of ~~$6,445,024~~$8,037,864 and ~~$8,215,551~~$6,445,024 for the years ended December 31, 2022 and 2021, respectively. The net cash used in operations was $3,422,359 and ~~2020, respectively. Until such time that we implement our growth through acquisition strategy, we expect to continue to generate operating losses in~~$4,085,687 for the ~~foreseeable future, mostly due to corporate overhead and costs of being a public company.~~

~~During the year~~years ended December 31, 2022 and 2021, respectively. Additionally, we ~~issued~~had an ~~aggregate~~accumulated deficit and working capital deficit of ~~343,118 shares of our Series E preferred stock for net proceeds of $3,590,500~~$127,510,099 and ~~issued an aggregate of 615,000 shares of our Series G preferred stock for net proceeds of $5,479,560. The proceeds were used for~~$4,403,460, respectively, on December 31, 2022. Furthermore, we incurred debt in connection with the acquisition of ~~Cougar Express~~JFK Cartage and ~~DDTI, the repayment~~Freight Connections. These factors raise substantial doubt about our ability to continue as a going concern for a period of debt, and for working capital purposes. Additionally, during the year ended December 31, 2021, we received proceeds of $4,226,383 from the exercise of stock warrants. As such, we expect that our cash as of December 31, 2021 will be sufficient to fund the Company’s operations for at least the next twelve months from the issuance date of ~~the issuance of the financial statements.~~this report.

~~Notwithstanding~~Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. We are seeking to raise capital through additional debt and/or equity financings to fund our operations in the ~~foregoing, subsequent~~future and to ~~December 31, 2021,~~pay our debt obligations. Although we ~~received additional net proceeds~~have historically raised capital from sales of ~~$855,000~~preferred shares, and from the ~~sale~~issuance of ~~Series G preferred stock~~promissory notes and ~~$245,714 from~~convertible promissory notes, there is no assurance that it will be able to continue to do so. If the ~~exercise~~Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. Our consolidated financial statements do not include any adjustments related to the recoverability and classification of ~~warrants which only further improve~~assets or the ~~Company’s financial condition.~~amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

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

We will continue to: (i) seek to replace its last-mile DSP Amazon business and supplement its mid-mile and long-haul Amazon business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute its restructuring plan. We are seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although we have historically raised capital from sales of common and preferred shares and from the issuance of convertible promissory notes and notes payable, there is no assurance that it will be able to continue to do so. If we are unable to replace its Amazon business, to raise additional capital or secure additional lending in the near future, management expects that we will need to curtail our operations. The consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments.

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

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

For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see “Note 2: Recent Accounting Pronouncements” in the consolidated financial statements filed with this Annual Report.

A smaller reporting company is not required to provide the information in this Item.

We have audited the accompanying consolidated balance sheets of Transportation and Logistics Systems, Inc. and Subsidiaries (the “Company”) as of December 31, ~~2021~~2022 and ~~2020,~~2021, the related consolidated statements of operations, changes in shareholders’ ~~equity/deficit~~equity and cash flows for each of the two years in the period ended December 31, ~~2021,~~2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2021~~2022 and ~~2020,~~2021, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2021,~~2022, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had a net loss and cash used in operations of $8,076,066 and $3,422,359, respectively for the year ended December 31, 2022. Additionally, the Company had an accumulated deficit and working capital deficit of $127,510,099 and $4,403,460, respectively, on December 31, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member Center for Public Company Audit Firms

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As ~~summarized~~described in ~~Footnote 10 “Assignment for the Benefit of Creditors”~~footnote 2 “Business Acquisitions” and in footnote 3 “Acquisitions and Disposition”, to the consolidated financial statements, the ~~Company’s subsidiaries, Prime EFS, LLC and Shypdirect, LLC, executed a Deed~~Company closed on two separate business acquisitions in 2022. The determination of ~~Assignment~~fair values for ~~Benefit of Creditors (“ABC”) in the state of New Jersey, assigning all of the Prime EFS and Shypdirect~~ assets ~~to an assignee for the Benefit of Creditors and filing for dissolution. This resulted in removal of the assets~~acquired and liabilities assumed, and equity portions of ~~Prime EFS~~purchase consideration required management to make significant estimates and ~~Shypdirect from~~assumptions such as those related to forecasts of future revenues, gross margins, operating expenses, discount rates and equity values. Changes in these assumptions could have a significant impact on the ~~consolidated financial statements and a gain on deconsolidation of approximately $12,427,000.~~fair values.

We identified ~~the Assignment for the Benefit of Creditors~~business combinations as a critical audit matter. Auditing management’s ~~assessment to deconsolidate~~judgments regarding the ~~Company’s subsidiaries, Prime EFS, LLC and Shypdirect, LLC, was complex and~~above estimates involved a high degree of subjectivity.

The primary procedures we performed to address this critical audit matter included ~~a) Review~~(a) gained an understanding of applicable GAAP literature. There is no guidance specifically for Assignment for Benefit of Creditors, however we relied on ASC 810-10, “Consolidations”. Per ASC 810-10-15-10, a majority-owned subsidiary shall not be consolidated if control does not rest withmanagement’s process to determine the ~~majority owner; b) Research~~valuations, (b) assessed the competence, independence, qualifications, experience, and ~~review of an accounting guide on Bankruptcies and Liquidation. Per the guide, a parent deconsolidates a subsidiary as~~capabilities of the third-party valuation specialist, (c) evaluated if the valuation methods used by management was appropriate (d) evaluated the reasonableness of management’s forecasts by comparing them to historical information, year to date current information and/or other supporting contracts or information, (e) assessed the ~~parent no longer has control~~reasonableness of the subsidiary; c) we obtained legal opinions from Company counsels. The legal opinions conclusions support management’s belief that creditors of Prime EFS, LLC and Shypdirect, LLC cannot look to these former subsidiaries or todiscount rates used by evaluating each component, (f) tested the ~~Company to satisfy their pre-assignment debts and their only recourse is through the ABC process and therefore the Company does not have control over the assets or liabilities~~reasonableness of the ~~subsidiaries, or~~estimated value of equity purchase consideration, and (g) recomputed the ~~subsidiaries themselves; and d) Consultations~~valuation estimates. We agreed with AICPA technical hotline representative and other accounting experts. Based on our conversations, the AICPA representative and other accounting experts concurred that deconsolidation was appropriate; e) inquired of management concerning the existence of any guarantees made by the Company for paying obligations of the subsidiaries. Management represented that no such guarantees were made.

As ~~summarized~~described in ~~Footnote~~footnote 2 ~~“Liquidity”~~“Goodwill and other intangible assets” and “Impairment of long-lived assets” and footnote 6 “Intangible Assets and Goodwill”, to the consolidated financial statements, the Company ~~has a history~~is required to test the carrying amount of ~~net losses and net cash used in operating activities and believes such conditions will continue for a period~~goodwill at least annually, or more frequently upon the occurrence of ~~time into~~certain events. The Company is also required to assess the ~~future. These are considered adverse conditions~~recoverability of its intangible assets whenever certain events occur, or ~~events~~circumstances change that ~~lead management to consider whether there is substantial doubt about the ability~~may be indicators of the entity to continue as a going concern for a reasonable period of time. However, management believes that $6.6 million of cash raised through the issuance of Series G Convertible Preferred Stock created a cash balance and positive working capital that alleviates the substantial doubt related to going concern and the need for a going concern risk disclosure.impairment, but at least annually.

We identified ~~the going concern risk analysis~~Goodwill and Intangible Assets Impairment Assessment as a critical audit ~~matter. Auditing management’s going concern analysis including their process to develop~~matter because auditing the ~~analysis~~annual goodwill impairment test and the ~~projections~~evaluation of ~~future cash flows, operating trends,~~the recovery and ~~assessments~~fair value of ~~internal and external matters that may affect~~intangible assets required significant judgment regarding the ~~Company’s future operations and cash flows involved a high degree~~evaluation of ~~subjectivity. Additionally, auditing management’s plans to address the going concern risk involved highly subjective auditor judgment.~~

The primary audit procedures we performed to address ~~this~~these critical audit ~~matter~~matters included, among others, (a) ~~Assessed~~gained an understanding of management’s process to determine the valuations, (b) evaluated if the valuation methods used by management were appropriate, (c) analyzed the various assumptions utilized in management’s qualitative goodwill analysis, (d) agreed managements qualitative goodwill analysis to authoritative literature, (e) evaluated the reasonableness of management’s ~~process for developing their assessment of whether a going concern risk exists, (b) Assessed the reasonableness of assumptions management~~forecasts used in ~~their future cash flow projections including comparison~~the income method approach by comparing them to ~~prior~~historical information, year ~~results, consideration of positive~~to date current information and negative evidence impacting management’s forecasts, and consideration of the Company’s financing arrangements in place as of the report date, (c) Developed our own independent calculation of expected source and use of funds and needs of the Company over the one year period from the date of issuance of the consolidated financial statements, (d) Confirmed cash balances as of December 31, 2021 with the banks and tested management’s bank reconciliations, (e) Identified management’s plans for dealing with the adverse conditions and events discussed above andother supporting contracts or information, (f) assessed the reasonableness of the ~~assumptions of such plans, (f) Assessed whether it is probable that~~discount rate assumption used in the income method approach by evaluating each component, (g) recomputed the valuation amounts and impairment computations, as applicable. We agreed with management’s plans, when implemented, will mitigate the adverse effects of the conditions and events discussed above, (g) Concluded whether substantial doubt exists as to whether the Company can continue as a going concern for a period of oneimpairment assessments in fiscal year after the consolidated financial statements are issued and (h) considered the effect of such conclusion on the consolidated financial statement disclosures and our report of an independent registered public accounting firm.2022.

~~Member National Association of Certified Valuation Analysts • Registered with the PCAOB~~

~~Member CPAConnect with Affiliated Offices Worldwide~~ • ~~Member Center for Public Company Audit Firms~~

	December 31,			December 31,			December 31,			December 31,
	2021			2020			2022			2021

ASSETS
CURRENT ASSETS:
Cash	$	6,067,692		$	579,283		$	1,470,807		$	6,067,692
Accounts receivable, net		481,734			-			2,059,326			481,734
Prepaid expenses and other current assets		197,336			75,951			613,035			197,336
Assets subject to assignment for benefit of creditors, current portion		-			740,381

Total Current Assets		6,746,762			1,395,615			4,143,168			6,746,762

OTHER ASSETS:
Security deposit		33,340			-
Security deposits								377,107			33,340
Property and equipment, net		577,205			472,670			1,607,212			577,205
Right of use assets, net								8,457,083			-
Goodwill								2,105,879			-
Intangible assets, net		2,177,382			-			4,601,677			2,177,382
Assets subject to assignment for benefit of creditors		-			1,665,411

Total Other Assets		2,787,927			2,138,081			17,148,958			2,787,927

TOTAL ASSETS	$	9,534,689		$	3,533,696		$	21,292,126		$	9,534,689

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Convertible notes payable, net of debt discounts of $0 and $83,548, respectively	$	-		$	979,216
Notes payable, current portion, net of debt discount of $0 and $0, respectively		283,141			85,207
Note payable - related party		-			500,000
Notes payable, current portion							$	4,953,078		$	283,141
Accounts payable		312,772			465,581			472,701			312,772
Accrued expenses		212,975			254,095			837,170			212,975
Insurance payable		98,255			26,794			137,477			98,255
Derivative liability		-			4,181,187
Due to related parties		-			173,692
Lease liabilities, current portion								2,081,099			-
Accrued compensation and related benefits		98,964			2,670			65,103			98,964
Liabilities subject to assignment for benefit of creditors, current portion		-			11,338,459

Total Current Liabilities		1,006,107			18,006,901			8,546,628			1,006,107

LONG-TERM LIABILITIES:
Notes payable, net of current portion		12,455			290,215			831,499			12,455
Liabilities subject to assignment for benefit of creditors		-			1,249,996
Lease liabilities, net of current portion								6,413,937			-

Total Long-term Liabilities		12,455			1,540,211			7,245,436			12,455

Total Liabilities		1,018,562			19,547,112			15,792,064			1,018,562

Commitments and Contingencies (See Note 12)
Commitments and Contingencies (See Note 11)								-			-

SHAREHOLDERS’ EQUITY (DEFICIT):
SHAREHOLDERS’ EQUITY:
Preferred stock, par value $0.001; authorized 10,000,000 shares:
Series B convertible preferred stock, par value $0.001 per share; 1,700,000 shares designated; 700,000 and 700,000 shares issued and outstanding at December 31, 2021 and 2020, respectively (Liquidation value $700 and $700, respectively)		700			700
Series D preferred stock, par value $0.001 per share; 1,250,000 shares designated; 0 shares issued and outstanding at December 31, 2021 and 2020, respectively ($6.00 per share liquidation value)		-			-
Series E preferred stock, par value $0.001 per share; 562,250 shares designated; 51,605 and 105,378 shares issued and outstanding at December 31, 2021 and 2020, respectively ($13.34 per share liquidation value)		52			105
Series G preferred stock, par value $0.001 per share; 1,000,000 shares designated; 615,000 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively ($10.00 per share liquidation value)		615			-
Preferred stock
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 2,926,528,666 and 1,733,847,494 shares issued and outstanding at December 31, 2021 and 2020, respectively		2,926,529			1,733,848

Series B convertible preferred stock, par value $0.001 per share; 1,700,000 shares designated; 0 and 700,000 shares issued and outstanding at December 31, 2022 and 2021, respectively (Liquidation value $0 and $700, respectively)								-			700

Series D convertible preferred stock, par value $0.001 per share; 1,250,000 shares designated; no shares issued and outstanding at December 31, 2022 and 2021, respectively ($6.00 per share liquidation value)								-			-

Series E convertible preferred stock, par value $0.001 per share; 562,250 shares designated; 21,418 and 51,605 shares issued and outstanding at December 31, 2022 and 2021, respectively ($13.34 per share liquidation value)								21			52

Series G convertible preferred stock, par value $0.001 per share; 1,000,000 shares designated; 575,000 and 615,000 shares issued and outstanding at December 31, 2022 and 2021, respectively ($10.00 per share liquidation value)								575			615

Series H convertible preferred stock, par value $0.001 per share; 35,000 shares designated; 32,374 and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively (No per share liquidation value)								32			-
Preferred stock value								32			-

Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 3,636,691,682 and 2,926,528,666 shares issued and outstanding at December 31, 2022 and 2021, respectively								3,636,692			2,926,529
Additional paid-in capital		124,604,718			104,872,991			129,372,841			124,604,718
Accumulated deficit		(119,016,487	)		(122,621,060	)		(127,510,099	)		(119,016,487	)

Total Shareholders’ Equity (Deficit)		8,516,127			(16,013,416	)
Total Shareholders’ Equity								5,500,062			8,516,127

Total Liabilities and Shareholders’ Equity (Deficit)	$	9,534,689		$	3,533,696
Total Liabilities and Shareholders’ Equity							$	21,292,126		$	9,534,689

	2021			2020			2022			2021
	For the Year Ended						For the Year Ended
	December 31,						December 31,
	2021			2020			2022			2021

REVENUES	$	5,495,146		$	25,826,632		$	7,744,477		$	5,495,146

COST OF REVENUES		5,408,143			23,284,240			5,216,839			5,408,143

GROSS PROFIT		87,003			2,542,392			2,527,638			87,003

OPERATING EXPENSES:
Compensation and related benefits		1,403,311			2,335,388			3,742,676			1,403,311
Legal and professional fees		2,160,081			3,920,606			1,327,172			2,160,081
Rent		599,820			651,806			1,398,401			599,820
General and administrative expenses		1,115,187			814,306			1,806,686			1,115,187
Contingency loss		30,000			3,035,837			200,000			30,000
Impairment loss								2,090,567			-
Loss on lease abandonment		1,223,628			-			-			1,223,628

Total Operating Expenses		6,532,027			10,757,943			10,565,502			6,532,027

LOSS FROM OPERATIONS		(6,445,024	)		(8,215,551	)		(8,037,864	)		(6,445,024	)

OTHER INCOME (EXPENSES):
Interest income								31,166			-
Interest expense		(349,544	)		(7,377,164	)		(125,382	)		(349,544	)
Interest expense - related parties		(74,959	)		(174,947	)		-			(74,959	)
Warrant exercise inducement expense		(4,431,853	)		-			-			(4,431,853	)
Gain on debt extinguishment, net		1,564,941			7,847,073			-			1,564,941
Gain on debt extinguishment - related party		148,651			-			-			148,651
Gain on sale of subsidiary								293,975			-
Gain on deconsolidation of subsidiaries								-			12,363,449
Settlement expense		-			(545,616	)		(237,961	)		-
Other income		194,823			376,750			-			194,823
Gain on deconsolidation of subsidiaries		12,363,449			-
Derivative income (expense), net		3,284,306			(34,692,503	)
Derivative income								-			3,284,306

Total Other Income (Expenses)		12,699,814			(34,566,407	)		(38,202	)		12,699,814

INCOME (LOSS) BEFORE INCOME TAXES		6,254,790			(42,781,958	)
(LOSS) INCOME BEFORE INCOME TAXES								(8,076,066	)		6,254,790

Provision for income taxes		-			-			-			-

NET INCOME (LOSS)		6,254,790			(42,781,958	)
NET (LOSS) INCOME								(8,076,066	)		6,254,790

Deemed dividends related to ratchet adjustment, beneficial conversion features, and accrued dividends		(2,650,217	)		(19,223,242	)
Deemed dividends related to beneficial conversion features, and accrued dividends								(417,546	)		(2,650,217	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	3,604,573		$	(62,005,200	)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS							$	(8,493,612	)	$	3,604,573

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED
NET (LOSS) INCOME PER COMMON SHARE - BASIC AND DILUTED
Basic	$	0.00		$	(0.08	)	$	(0.00	)	$	0.00
Diluted	$	0.00		$	(0.08	)	$	(0.00	)	$	0.00

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		2,341,907,998			751,822,976			3,359,982,502			2,341,907,998
Diluted		3,728,170,026			751,822,976			3,359,982,502			3,728,170,026

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

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

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

On June 19, 2020, Amazon notified Prime EFS in writing (the “~~Prime~~“Prime EFS Termination ~~Notice~~”Notice”), that Amazon would not renew its Delivery Service Partner (DSP) Agreement with Prime EFS when that agreement (the “~~In-Force Agreement~~”“In-Force Agreement”) expired on September 30, 2020 and such In-Force Agreement, in fact, expired on September 30, 2020.

Additionally, on July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the Amazon Relay Carrier Terms of Service (the “~~Program Agreement~~”“Program Agreement”) between Amazon and Shypdirect effective as of November 14, 2020 (the “~~Shypdirect~~“Shypdirect Termination ~~Notice~~”Notice”). On August 3, 2020, Amazon offered to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS released any and all claims it may have against Amazon, and Prime EFS covenanted not to sue Amazon (the “~~Aug.~~“Aug. 3 ~~Proposal~~”Proposal”). On August 4, 2020, the Company, Prime EFS and Shypdirect accepted the Aug. 3 Proposal.

During the ~~years~~year ended December 31, ~~2021 and 2020, one customer, Amazon, represented~~2022, two customers accounted for ~~28.5% and~~ ~~96.7~~22.8% of the Company’s total net revenues. Approximately 28.5% of the Company’s revenue of $5,495,146 for the year ended December 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of ~~the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of~~ Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of ~~Shypdirect beginning in the 2nd fiscal quarter of 2021.~~Shypdirect. This impact ~~has~~ caused ~~Prime EFS and~~ Shypdirect to become insolvent and to cease operations.

~~While~~Since exiting the Amazon business, the Company has ~~commenced replacing its Amazon business with the~~pursued an initial growth by acquisitions strategy as set forth below ~~the Company~~and as such, continues ~~to: (i) seek new last-mile, mid-mile and long-haul business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify~~to pursue potential acquisition opportunities.

On November 13, 2020, the Company formed a wholly owned subsidiary, Shyp FX, Inc., a company incorporated under the laws of the State of New Jersey (“Shyp FX”). On January 15, 2021, through Shyp FX, the Company executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”), including last-mile delivery services using vans and box trucks (See Note 3). 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 (See Note 3).

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

On 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. With annual revenues of $3.6 million in 2021 and approximately $2.0 million for the first six months of 2022, JFK Cartage operates from a 30,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area (See Note 3).

Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, Inc., a New Jersey-based company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area (“Freight Connections”). Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired. Freight Connections was founded in 2016 and is a privately held transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the 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 (See Note 3).

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. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, Prime EFS and Shypdirect, together referred to as the “Assignors”, executed Deeds of Assignment, assigning all of their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating judicial proceedings. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute.

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 (See Note 10). The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023.

The Company’s results of operations for the ~~years~~year ended December 31, 2021 ~~and 2020~~ include the results of Prime EFS and Shypdirect prior to the September 7, 2021, the filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey.

Unless the context otherwise requires, TLSS and its wholly owned subsidiaries, ~~TLSS Acquisition,~~TLSSA, TLSS-FC, Cougar Express, Shyp FX, ~~and~~ Shyp CX, JFK Cartage, and Freight Connections, and its deconsolidated former subsidiaries, Prime EFS and Shypdirect, whose results of operations for the ~~years~~year ended December 31, 2021 ~~and 2020~~ are included in the results of the Company prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey, are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

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

On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all of the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for the years ended December 31, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets (See Note 10).

The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, ~~TLSS Acquisition,~~TLSSA, TLSS-FC, Cougar Express, Shyp FX and Shyp CX, JFK Cartage since its acquisition on July 31, 2022, and Freight Connection since its acquisition on September 16, 2022, and Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021). All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

~~The accompanying~~These consolidated financial statements have been prepared on ~~the~~a going concern basis, ~~of continuity of operations,~~which contemplates the realization of assets and the ~~satisfaction~~settlement of liabilities and commitments in the ~~ordinary~~normal course of business.

~~Historically,~~ As reflected in the accompanying consolidated financial statements, the Company ~~has primarily funded its operations with proceeds from sales of convertible debt and convertible preferred stock. Since its inception, the Company has incurred recurring losses, including~~had a loss from operations of $~~6,445,024~~8,037,864 and $~~8,215,551~~6,445,024 for the years ended December 31, 2022 and 2021, respectively. The net cash used in operations was $3,422,359and ~~2020, respectively. Until such time that~~$4,085,687 for the Company implements its growth through acquisition strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company.

~~During the year~~years ended December 31, 2022 and 2021, respectively. Additionally, the Company ~~issued~~had an ~~aggregate of~~ ~~343,118~~ ~~shares of its Series E preferred stock for net proceeds~~accumulated deficit and working capital deficit of $~~3,590,500~~127,510,099 and ~~issued an aggregate of~~ ~~615,000~~ ~~shares of its Series G preferred stock for net proceeds of~~ $~~5,479,560~~4,403,460 ~~(see Note 9). The proceeds were used for the acquisition of Cougar Express and DDTI, the repayment of debt, and for working capital purposes. Additionally, during the year ended~~, respectively, on December 31, ~~2021, the Company received proceeds of $4,226,383~~ ~~from the exercise of stock warrants (see Note 9). As such, the Company expects that its cash as of December 31, 2021 will be sufficient to fund~~2022. These factors raise substantial doubt about the Company’s ~~operations~~ability to continue as a going concern for ~~at least the next~~a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of preferred shares, and from the issuance of ~~the financial statements.~~

~~Notwithstanding the foregoing, subsequent~~promissory notes and convertible promissory notes, there is no assurance that it will be able to ~~December 31, 2021,~~continue to do so. If the Company ~~received~~is unable to raise additional ~~net proceeds~~capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of $~~855,000~~ ~~from~~assets or the ~~sale~~amounts and classification of ~~Series G preferred stock and $245,714~~ ~~from~~liabilities that might be necessary should the ~~exercise of warrants which only further improve the Company’s financial condition.~~Company be unable to continue as a going concern.

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2022, cash in bank in excess of FDIC insured levels amounted to approximately $1,143,000. On March 12, 2023, Signature Bank, the Company’s financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. The Company did not lose access to its accounts or experience interruptions in banking services, and it suffered no losses with respect to its deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. On March 19, 2023 Signature Bridge Bank N.A. was acquired by New York community Bancorp Inc., which is the parent of Flagship Bank, N.A. The Company is currently looking at additional banking options to ensure that its exposure is limited or reduced to the FDIC protection limits.

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

~~DECEMBER 31, 2021 AND 2020~~ The Company plan on diversifying is bank and financial institution deposits to other banks to mitigate such risk.

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 consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company.

The Financial Accounting Standards Board (“~~FASB~~”FASB”) issued ASC 820 — Fair Value Measurements and Disclosures,, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, ~~2021.~~2022. 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 Company measures certain financial instruments at fair value on a recurring basis. ~~Assets~~As of December 31, 2022 and 2021, the Company had no assets and liabilities measured at fair value on a recurring ~~basis are as follows on December 31, 2021 and 2020:~~basis.

~~SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS~~

The Company ~~accounts~~accounted for its derivative financial instruments, ~~consisting~~which consisted of certain conversion options embedded in ~~our~~ convertible instruments and warrants, at fair value using level 3 inputs. The Company determined the fair value of these derivative liabilities using the binomial lattice models, or other accepted valuation practices. When determining the fair value of its financial assets and liabilities using these methods, the Company is required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of its stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

ASC 825-10 “~~Financial Instruments~~”“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 ~~and contingency liabilities~~ approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s ~~convertible notes payable and~~ promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk.

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.

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 December 31, ~~2021 and 2020,~~2022, the Company did not have any cash equivalents.

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2021, cash in bank in excess of FDIC insured levels amounted to approximately $~~5,899,000. The Company has not experienced any losses in such accounts through December 31, 2021.~~

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

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

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

Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital, which are derived from internal projection and operating plans. The Company performs its annual testing for goodwill during the fourth quarter of each fiscal year.

Based on the Company’s impairment analysis, management determined that an intangible impairment charge was required for the year ended December 31, 2022 and accordingly, recorded an impairment loss of $2,090,567. See Note 6 for additional information regarding intangible assets.

On January 1, 2019, the Company adopted ~~ASU~~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.

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.

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 ~~years~~year ended December 31, ~~2021~~2022 and ~~2020,~~2021, the Company believes that it operates in 1one operating segment related to its full suite of logistics and transportation services, specializing in last mile deliveries, ~~for on-line retailers in New York, New Jersey, Pennsylvania~~two-person home and ~~other areas,~~commercial deliveries, mid-mile, and tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office.long-haul services.

The Company ~~has~~had certain financial instruments that are embedded derivatives associated with capital raises. The Company ~~evaluates~~evaluated all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging and 815-40, Contracts in Entity’s Own ~~Equity~~.Equity. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round ~~Features~~.Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification.

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

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

The Company covers a 100-mile radius around each of its terminals and each individual shipment accepted by the Company is considered a separate contract with the performance obligation being the delivery of the freight. Our average length of haul for each load of freight generally equals less than one week of continuous transit time.

The Company’s revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability is probable this document serves as the contract as our basis to recognized revenue under ASC 606- Revenue Recognition. The Company has ~~reviewed~~elected to expense initial direct costs as incurred because the average shipment cycle is less five days. The Company recognizes revenue ~~disaggregation disclosure requirements pursuant~~and substantially all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directs the use of the transportation service provided and remain responsible for the complete and proper shipment. The Company recognize revenue for its performance obligations under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition.

Inherent within the Company’s revenue recognition practices are estimates for revenue associated with shipments in transit. For shipments in transit, the Company records revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to ~~ASC 606~~standard transit days. The estimated portion of revenue for all shipments in transit is accumulated at period end and ~~determined that no further disaggregation disclosure~~recognized as operating revenue. The significance of in transit shipments to the consolidated financial statements is ~~required~~limited due to ~~be presented.~~the short duration, generally less than five days, of the average shipment cycle. On December 31, 2022 and 2021, 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 is accounted for based on the requirements of ASC 718 – ~~“Compensation~~“Compensation – Stock ~~Compensation~~”Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based ~~Payment~~.Payment.

Pursuant to ASC 260-10-45, basic (loss) income ~~(loss)~~ per common share is computed by dividing net (loss) income ~~(loss)~~ attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted (loss) income ~~(loss)~~ per share is computed by dividing net (loss) income ~~(loss)~~ attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method) and shares issuable for convertible debt and Series B, E, G and GH preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future.

The following table presents a reconciliation of basic and diluted net (loss) income per share:

~~The following table presents a reconciliation of basic and diluted net income (loss) per share:~~

Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, ~~2021~~2022 and ~~2020~~2021 as they would have an anti-dilutive impact on the Company’s net ~~income (loss)~~losses in that period and consisted of the following:

SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING

	December 31, 2021		December 31, 2020		December 31, 2022		December 31, 2021
Stock warrants		30,542,278		147,112,603		1,258,008,109		30,542,278
Stock options		80,000		80,000		80,000		80,000
Convertible debt		-		164,248,498
Series B convertible preferred stock		-		700,000
Series E convertible preferred stock		-		170,093,023		28,571,600		-
Series G convertible preferred stock						575,000,000		-
Series H convertible preferred stock						323,740,000		-
Antidilutive securities excluded from computation of earnings per share		30,622,278		482,234,124		2,185,399,709		30,622,278

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

In ~~May 2021,~~June 2016, the FASB issued ASU ~~2021-04, Earnings Per Share~~No. 2016-13, Financial Instruments—Credit Losses (Topic ~~260), Debt—Modifications~~326): Measurement of Credit Losses on Financial Instruments, which significantly changes how entities will measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. On November 15, 2019, the FASB delayed the effective date of Topic 326 for certain small public companies and ~~Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718),~~other private companies until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and ~~Derivatives~~not-for-profit entities. The Company is currently evaluating the new guidance and ~~Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies~~has not yet determined whether the ~~accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange~~adoption of the ~~original instrument~~new standard will have a material impact on its consolidated financial statements or the method of adoption.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance was issued as improvements to ASU No. 2016-13 described above. The vintage disclosure changes require an entity to disclose current-period gross write-offs by year of origination for ~~a new instrument. This standard~~financing receivables. The guidance is effective for financial statements issued for fiscal years beginning after December 15, ~~2021 on a prospective basis, with early adoption permitted.~~2022, and interim periods within those fiscal years. The amendments should be applied prospectively. Early adoption of ~~this update~~the amendments is permitted, including adoption in an interim period. The amendments will impact our disclosures but will not ~~expected to have a material~~otherwise impact on the ~~Company’s~~ consolidated financial ~~position and results of operations.~~statements. The Company is currently evaluating the new guidance.

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.

On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 30,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area. Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $1,700,000, subject to certain adjustments. The Company: (i) paid $405,712 in cash at closing; and (ii) JFK Cartage entered into a $696,935 promissory note with the JFK Cartage Seller, $98,448 of which is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022, with the remaining balance of $598,487, payable in three annual installments of $199,496, with interest at 5.0% percent per annum on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that existed on the books of JFK Cartage, which was paid in August 2022; and (iv) agreed to pay certain accrued liabilities and other notes payable that exists on the books of JFK Cartage. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $1,102,647, which includes cash of $405,712 plus the $696,935 promissory note that is in the name of JFK Cartage. The purchase consideration amount did not include the SBA loan of $503,065, and accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.

Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, a company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area. Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Freight Connections Seller”). Freight Connections was founded in 2016 and is a transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 square feet of warehouse and cross dock space, strategically located within one mile of each other. Freight Connections offers customers an array of services including truckload, LTL, and consolidating of cartage, construction-trade, air, and rail freight, as well as warehousing and distribution services. Prior to the closing, the Company, TLSSA and Freight Connections Seller entered into an amendment to their Stock Purchase and Sale Agreement, dated as of May 23, 2022 (the “Amended SPA”), and TLSSA assigned its interest in the Amended SPA to TLSS-FC. Pursuant to the Amended SPA, the total purchase price was $9,365,000, subject to certain adjustment. TLSS-FC: (i) paid $1,525,000 in cash at closing, (ii) Freight Connections entered into a $4,544,671 secured promissory note with the Freight Connections Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections), and (iii) assumed certain debt. The Company issued to the Freight Connections Seller 178,911,844 shares of the Company’s common stock and 32,374 shares of the Company’s Series H preferred stock which is convertible into an aggregate of 323,740,000 shares of the Company’s common stock based on a conversion of 10,000 shares of common stock for each share of Series H preferred stock outstanding. The common stock and the as if converted number of Series H preferred stock were valued at $0.0059 per share based on the quoted closing price of the Company’s common stock on the measurement date, for an aggregate fair value of $2,965,646. The number of shares was calculated as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company. TLSS-FC agreed to pay certain accrued liabilities and other notes payable that existed on the books of Freight Connections and agreed to pay the $4,544,671 secured promissory note which was assumed by Freight Connections. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $9,035,317 which includes (i) cash paid of $1,525,000, (ii) the aggregate fair value of common shares and Series H preferred shares issued to Freight Connections Seller of $2,965,646, and (iii) the $4,544,671 secured promissory note in the name of Freight Connections. The purchase consideration amount does not include accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.

~~NOTE 3 –~~ The Freight Connections Seller also entered into an employment agreement, including non-competition provisions, to continue with Freight Connections after the acquisition.

The assets acquired and liabilities assumed were recorded at their estimated fair values on the respective acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Based upon the adjusted purchase price allocations, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the respective 2022 acquisition:

~~ACQUISITIONS~~SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

On January 15, 2021, through Shyp FX, the Company executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”), including last-mile delivery services using vans and box trucks. The purchase price was $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition were vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships. The acquisition of DDTI made the Company an approved contracted service provider of FedEx, which, the Company believes fits in well with its current geographic coverage area and may lead to additional expansion opportunities within the FedEx network.

On March 24, 2021, ~~TLSS Acquisition~~TLSSA acquired all ~~of the~~ issued and outstanding shares of capital stock of Cougar Express, ~~Inc.,~~ a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the New York tri-state ~~area (“Cougar Express”).~~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. The Company believes that the acquisition of Cougar Express fits its current business plan, given Cougar Express’s demographic location, services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable operation as a step to begin replacing the revenue it lost as a result of ~~Amazon’s~~Amazon terminating its delivery service provider business. Furthermore, the Company believes that, because Cougar Express is strategically based in New York and serves the tri-state area, organic growth opportunities will be available for expanding its footprint into the Company’s primary base of operations in New Jersey, as well as efficiencies that could be derived by leveraging Shypdirect’s operational capabilities.

The assets acquired and liabilities assumed ~~are~~were recorded at their estimated fair values on the acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. During the three months ended September 30, 2021, the Company increased the customer relations intangible asset acquired and accrued expenses by $7,057 to reflect additional funds due to the owner of Cougar Express.

Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the respective 2021 acquisition:

SCHEDULE OF ~~ESTIMATED~~ FAIR VALUE OF ~~THE~~ ASSETS ACQUIRED AND LIABILITIES ASSUMED

The Company shall record acquisition and transaction related expenses in the period in which they are incurred. During the ~~years~~year ended December 31, 2021, ~~and 2020,~~ acquisition and transaction related expenses primarily consisted of legal fees of approximately $8,200 ~~and $~~0~~, respectively.~~. Additionally, the Company paid expenses and fees relating to the sale of Series E preferred stock in which a portion of the proceeds were used to pay the cash portion of the consideration (see Note 9).

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of ~~Cougar Express~~JFK Cartage and Freight Connections had occurred as of the beginning of the following periods:

	For the Year Ended December 31, 2021		For the Year Ended December 31, 2020			For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Net Revenues	$	6,191,984	$	28,743,607		$	17,035,957		$	17,154,021
Net Income (Loss)	$	6,097,718	$	(43,057,147	)
Net (Loss) Income						$	(7,243,186	)	$	7,754,637
Net Income (Loss) Attributable to Common Shareholders	$	3,447,501	$	(62,280,389	)	$	(7,660,732	)	$	5,104,420
Net Income (Loss) per Share	$	0.00	$	(0.08	)
Net (Loss) Income 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.

On June 21, 2022, the Company sold substantially all of the assets of Shyp FX in an all-cash transaction. The purchaser was Farhoud Logistics Inc., a New Jersey corporation, an unrelated party. Under the terms of the sale, The Company sold the assets of Shyp FX consisting of transportation equipment and other equipment and the business of Shyp FX for $825,000. The Company received net proceeds of $748,500 which is net of a broker commission of $75,000 and other expenses of $4,214. $25,000 was being held in escrow, pending bulk sale tax clearance from the State of New Jersey and to cover the estimated cost of a vehicle repair. The Company received the escrowed funds during the fourth quarter of 2022. In connection with the sale of these assets, for the year ended December 31, 2021, ~~AND 2020~~the Company recorded a gain on the sale of $293,975 which consisted of the following:

On December 31, ~~2021~~2022 and ~~2020,~~2021, accounts receivable, net consisted of the following:

	December 31, 2021		December 31, 2020		December 31, 2022			December 31, 2021
Accounts receivable	$	481,734	$	-	$	2,523,778		$	481,734
Allowance for doubtful accounts		-		-		(464,452	)		-
Accounts receivable, net	$	481,734	$	-	$	2,059,326		$	481,734

During the year ended December 31, 2022 and 2021, the Company recorded bad debt expense (recovery) of $162,400 and $(11,201), respectively, which is included in general and administrative expenses on the accompanying consolidated statements of operations.

On October 31, 2022, the Company entered into a promissory note receivable with Recommerce Group, Inc (“Recommerce”), a third party, in the amount of $283,333. In connection with the note receivable, the Company disbursed $255,000 to Recommerce, which is net of an original issue discount of $28,333. The promissory note bears interest at the rate of 6% per annum and matured on December 31, 2022 (the “Maturity Date”). On December 31, 2022, note receivable amounted to $283,333 and accrued interest receivable amounted to $2,833, which is included in prepaid expenses and other current assets on the accompanying consolidated balance sheet. During the year ended December 31, 2022, in connection with this note receivable, the Company recorded interest income of $31,166. In January 2023, Recommerce repaid this note receivable plus all interest due.

On December 31, ~~2021~~2022 and ~~2020,~~2021, property and equipment consisted of the following:

	Useful Life	December 31, 2021			December 31, 2020			Useful Life	December 31, 2022			December 31, 2021
Delivery trucks and vehicles	3 - 5 years	$	747,889		$	544,010
Equipment	1 - 5 years		51,301			3,470
Revenue equipment								3 - 20 years	$	1,316,518		$	747,889
Machinery and equipment								1 - 10 years		440,863			51,301
Office equipment and furniture								1 - 3 years		106,172			-
Leasehold improvements								1 - 3 years		22,329			-
Subtotal			799,190			547,480				1,885,882			799,190
Less: accumulated depreciation			(221,985	)		(74,810	)			(278,670	)		(221,985	)
Property and equipment, net		$	577,205		$	472,670			$	1,607,212		$	577,205

During the year ended December 31, 2021, the Company sold vehicles with a cost basis of $116,310and related accumulated depreciation of $38,992for cash of $3,451and the reduction of notes payable of $73,864, resulting in a loss of $3which is included in general and administrative expenses on the accompanying consolidated statement of operations.

On June 21, 2022, in connection with the sale of net assets of Shyp FX, the Company sold delivery trucks and equipment with a net book value of $257,306 (See Note 3).

For the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, depreciation expense is included in general and administrative expenses and amounted to $~~215,809~~198,448 and $~~102,109~~215,809, respectively.

As a result of the acquisitions of JFK Cartage and Freight Connections, during the year ended December 31, 2022, there was a $7,750,835 increase in the gross intangible assets made up of $1,753,237 of finite lived intangible assets and $5,997,598 of goodwill (See Note 3). The increase in gross finite lived intangible assets is associated with customer relationships and covenants not to compete and have finite lives.

As a result of the acquisitions of Shyp FX and Cougar Express, during the year ended December 31, 2021, there was a $2,647,217 increase in the gross intangible assets made up of $2,647,217 of finite lived intangible assets (See Note 3). The increase in gross finite lived intangible assets is associated with customer relationships and covenants not to compete and have finite lives.

On December 31, ~~2021 and 2020,~~2022, intangible ~~asset~~assets subject to amortization consisted of the following:

On December 31, 2021, intangible assets subject to amortization consisted of the following:

On June 21, 2022, in connection with the sale of net assets of Shyp FX, the Company wrote off the remaining net book value of intangible assets related to the acquisition of Shyp FX of $194,505 (See Note 3).

For the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, amortization of intangible assets amounted to $~~469,835~~935,589 and $0469,835, respectively.

Year ending December 31:	Amount		Amount
2022	$	579,237
2023		579,237	$	991,295
2024		459,940		973,586
2025		454,754		973,586
2026		104,214		973,586
2027				689,624
Total	$	2,177,382	$	4,601,677

On April 9, 2019, the Company entered into agreements (the “RedDiamond Amendments”) with RedDiamond and RDW Capital, LLC, the holders of these convertible notes representing an aggregate principal amount of $~~510,000, and agreed with such holders to:~~

~~During the year ended December 31, 2020, the Company issued~~ ~~96,661,102~~ ~~shares of its common stock upon the conversion of debt of $510,000~~ ~~and accrued interest of $158,141. Upon conversion, the Company reclassified put premium of $385,385~~ ~~to paid-in capital.~~

~~The aggregate principal amounts due as of December 31, 2021 and 2020 amounted to $~~0.

In an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other things, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020, a new maturity date on the indebtedness (April 30, 2021), and a price of $~~0.02~~ for the conversion of all Bellridge indebtedness into shares of Company common stock. In the agreement, Bellridge also agrees to release its claims against the Company and its senior management in a definitive settlement agreement. However, the August 3 agreement did not contain a release of claims by either party.

~~During July and August 2020, the Company issued~~ ~~107,500,001~~ ~~shares of its common stock upon the conversion of remaining debt of $1,813,402, accrued interest of $70,671~~ ~~and other amounts due. In connection with the issuance of these shares, the Company recorded a loss on debt extinguishment of $512,366~~ ~~which is associated with the fair market value of the excess shares issued upon conversion of the principal balances converted at the conversion price.~~

~~On December 31, 2021 and 2020, convertible notes payable related to this convertible debt amounted to $~~0.

On August 30, 2019, the Company closed Securities Purchase Agreements (the “August 2019 Purchase Agreements”) with accredited investors. The August 2019 Notes and related August 2019 Warrants included down-round provisions under which the August 2019 Note conversion price and August 2019 Warrant exercise price could be affected, on a full-ratchet basis, by future equity offerings undertaken by the Company. On September 6, 2019, the Company sold shares of its common stock at $~~2.50~~ ~~per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the August 2019 Notes was reduced to $2.50~~ ~~per share and the number of shares issuable upon exercise of the warrants was increased to~~ ~~1,383,116~~ ~~and the exercise price was lowered to $2.50. On January 7, 2020, the Company issued new convertible debt with an initial conversion price of $0.40~~ ~~per share and warrants exercisable at $0.40~~ ~~per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result,~~ ~~the conversion price of August 2019 Notes was reduced to $0.40~~ ~~per share, and the number of shares issuable upon exercise of the warrants was increased to~~ ~~8,644,474~~ ~~and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $17,836,244~~ ~~which represents the fair value transferred to the warrant holders from the down round feature being triggered~~. The Company calculated the difference between the warrants fair value on January 7, 2020, the date the down- round feature was triggered using the current exercise price and the new exercise price and the new number shares issuable upon exercise of the warrants. The deemed dividend was recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. As discussed in summary of derivative liabilities below, as of January 30, 2020, the August 2019 Warrants were treated as derivative liabilities. Subsequent to January 7, 2020, additional down-round protection was triggered. As of December 31, 2020, the conversion price on the August 2019 Notes was lowered to $~~0.006~~ ~~per share, the exercise price of the August 2019 Warrants was lowered to $0.006~~ ~~per share, and the number shares issuable upon exercise of the August 2019 Warrants was increased.~~

On January 30, 2020, due to the default of the January 2020 August 2019 Notes Amortization Payment, the August 2019 Notes were deemed in default. Accordingly, the outstanding principal balance on date of default increased by 30~~% which amounted to $723,985, default interest accrues at~~ 18~~%, and the default conversion terms applied.~~

~~During the six months ended June 30, 2020, the Company repaid principal of $257,139, settled $128,674~~ ~~of debt, and the Company issued~~ ~~293,677,788~~ ~~shares of its common stock upon the conversion of principal and default interest of $2,118,311, accrued interest of $48,685~~ ~~and fees of $1,000. Additionally, accrued interest payable of $84,416~~ ~~was reclassified to principal balance. During the three months ended September 30, 2020, the Company issued~~ ~~39,885,602~~ ~~shares of its common stock upon the conversion of principal and default interest of $284,249, accrued interest of $8,450~~ ~~and fees of $900. During the three months ended December 31, 2020, the Company issued~~ ~~9,606,099~~ ~~shares of its common stock upon the conversion of accrued interest of $58,317~~.

~~Additionally, on July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements (the “~~~~Exchange Agreements~~~~”) with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D Convertible Preferred Stock (the “~~~~Series D~~~~”) (See Note 9). Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $500,184, accrued interest payable of $85,827, and Warrants to purchase~~ ~~423,159,293~~ ~~shares of Common Stock for~~ ~~522,726~~ ~~shares of Series D (the “~~~~Exchange~~~~”). In connection with the issuance of these shares, the Company recorded a loss on debt extinguishment of $239,678~~ ~~which is associated with the fair market value of the excess shares issued upon conversion of the principal balances and accrued interest converted at the conversion price.~~

~~In connection with Exchange, the Company and Investors entered into leak-out agreements, dated as of July 20, 2020 and July 22, 2020 (the “~~~~Leak~~-~~Out Agreements~~~~”), whereby~~ ~~the respective Investor agreed that, until the earliest to occur of (a) 120 days from date of Exchange Agreement, (b) the common stock trading at an average reported volume of at least~~ ~~100,000,001~~ ~~shares for three consecutive trading days, (c) the price per share of the common stock exceeding $0.10~~ in a transaction, (d) the time of release (whether by termination of an applicable leak-out agreement or otherwise), in whole or in part, of any leak-out agreement with any other holder of securities, or (e) any breach by the Company of any term of the Leak-Out Agreement that is not cured within five trading days following delivery of written notice of such breach by the respective Investor to the Company, neither Investor, nor any of its Affiliates (as defined in the respective Leak-Out Agreement), collectively, shall sell, on any trading day, more than 10~~% of the common stock sold on such trading day.~~

~~On December 31, 2021 and 2020, convertible notes payable related to August 30, 2019 convertible debt amounted to $~~0 ~~and $22,064, which consists of $~~0 ~~and $22,064~~ ~~of principal/default interest balances due, respectively.~~

~~On October 3, 2019, the Company issued and sold to an investor a convertible promissory note in the principal amount of $166,667~~ ~~(the “~~~~October 3 Note~~~~”) and warrants to purchase up to~~ ~~66,401~~ ~~shares of the Company’s common stock (the “~~~~October 3 Warrant~~~~”). The Company received net proceeds of $150,000, which is net of a~~ 10~~% original issue discount of $16,667~~.

The October 3 Note and related October 3 Warrant included a down-round provision under which the October 3 Note conversion price and warrant exercise price could be affected, on a full-ratchet basis, by future equity offerings undertaken by the Company. Subsequent to October 3, 2019, the Company issued convertible debt with a conversion price of $~~2.50~~ ~~per share and accordingly, the convertible debt and warrant down-round provisions were triggered. As a result, the conversion price and the exercise price were lowered to $2.50~~ ~~and the number of shares issuable upon exercise of the warrants was increased to~~ ~~66,667. On January 7, 2020, the Company issued new convertible debt with an initial conversion price of $0.40~~ ~~per share and warrants exercisable at $0.40~~ ~~per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the October 3 Note was reduced to $0.40~~ ~~per share, and the number of shares issuable upon exercise of the warrants was increased to~~ ~~416,669~~ ~~and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $859,768~~ which represents the fair value transferred to the October 3 Warrant holder from the down-round feature being triggered. The Company calculated the difference between the October 3 Warrant’s fair value on January 7, 2020, the date the down-round feature was triggered using the current exercise price and the new exercise price and the new number of shares issuable upon exercise of the warrants. The deemed dividend was recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. As discussed in summary of derivative liabilities below, as of January 30, 2020, the October 3 Warrant were treated as derivative liabilities. Subsequent to January 7, 2020, additional down-round protection was triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect. As of December 31, 2020, the conversion price on the October 3 Note was lowered to $~~0.006~~ ~~per share, the exercise price of the October 3 Warrant was lowered to $0.006~~ ~~per share, and the number of shares issuable upon exercise of the October 3 Warrant was increased.~~

In February 2020, due to the default of the February 2020 October 3 Note Amortization Payment, the October 3 Note was deemed in default. Accordingly, the outstanding principal balance on date of default increased by 30~~% which amounted to $50,000, default interest accrues at~~ 18~~%, and the default conversion terms apply.~~

~~During the year ended December 31, 2020, the Company issued~~ ~~27,525,109~~ ~~shares of its common stock upon the conversion of principal and default interest of $216,667, accrued interest of $11,774, fees of $5,000, and additional interest expense of $2,180~~.

~~On December 31, 2021 and 2020, convertible notes payable related to the October 3, 2019 convertible debt amounted to $~~0.

On October 14, 2019 and November 7, 2019, the Company entered into convertible note agreements with an accredited investor. Pursuant to the terms of these convertible note agreements, the Company issued and sold to an investor convertible promissory notes in the aggregate principal amount of $~~500,000~~ ~~(the “~~~~Fall 2019 Notes~~~~”) and the Company received cash proceeds of $500,000. The Fall 2019 Notes initially bore interest at~~ 10~~% per annum. The October 14, 2019 convertible promissory note of $300,000~~ ~~became due and payable on~~ ~~October 14, 2020~~ ~~and the November 7, 2019 convertible promissory note of $200,000~~ ~~became due and payable on~~ ~~November 7, 2020~~.

Each Fall 2019 Note was convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date means, as of any date of determination, the lower of: (i) $2.50 per share and (ii) the twenty day per share closing trading price of the Company’s common stock during the twenty trading days that close with the last previous trading day ended three days prior to the date of exercise. The Fall 2019 Notes did not contain anti-dilutive provisions. In May 2020 and June 2020, due to the default of a May 2020 and June 2020 Fall 2019 Note Amortization Payments, the Fall 2019 Notes were deemed in default. Accordingly, default interest accrues at 18% and the Fall 2019 Notes became due on the respective dates of default.

~~On December 17, 2020, the Company issued~~ ~~55,000,000~~ ~~shares of its common stock upon the conversion of principal of $500,000~~ ~~and accrued interest of $81,616~~.

~~On December 31, 2021 and 2020, convertible notes payable related to the Fall 2019 Notes amounted to $~~0.

During the year ended December 31, 2020, the Company issued and sold to certain investors convertible promissory notes in the aggregate principal amount of $2,068,000 (the “~~Q1/~~“Q1/Q2 2020 ~~Notes~~”Notes”) and warrants to purchase up to 827,200 shares of the Company’s common stock (the “~~Q1/~~“Q1/Q2 2020 ~~Warrants~~”Warrants”). The Company received net proceeds of $1,880,000, which is net of a 10% original issue discounts of $188,000. The Q1/Q2 2020 Notes initially bore interest at 6% per annum and become due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which ~~includes,~~included, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest ~~accrues~~accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “Q1/Q2 2020 Note Amortization Payment”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note will be immediately due and payable. ~~The Q1/Q2 2020 Note Amortization Payments are being paid in cash unless the investor requests payment in the Company’s Common Stock in lieu of a cash payment (each, a “~~~~Q1/Q2 2020 Note Stock Payment~~”). If a holder of a Q1/Q2 2020 Note requests a Q1/Q2 2020 Note Stock Payment, the number of shares of common stock issued will be based on the amount of the applicable Q1/Q2 2020 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the Q1/Q2 2020 Notes) during the five Trading Day (as defined in the applicable Q1/Q2 2020 Note) period prior to the due date of such Q1/Q2 2020 Note Amortization Payment.

The Q1/Q2 2020 Notes may be prepaid, provided that certain Equity Conditions, as defined in the Q1/Q2 2020 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from each Q1/Q2 2020 Note’s respective original issuance date until and through the day that falls on the third month anniversary of such original issue date (each a “~~Q1/Q2 2020 Note 3 Month Anniversary~~”) at an amount equal to 105% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest, and (ii) after the applicable Q1/Q2 2020 Note 3 Month Anniversary at an amount equal to 115% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, each holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its Q1/Q2 2020 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold its Q1/Q2 2020 Note(s). Except for a Public Offering and Q1/Q2 2020 Note Amortization Payments, in order to prepay a Q1/Q2 2020 Note, the Company must provide at least 30 days’ prior written notice to the holder thereof, during which time the holder may convert its Q1/Q2 2020 Note in whole or in part at the applicable conversion price. The Q1/Q2 2020 Note Amortization Payments were prepayments and were subject to prepayment penalties equal to 115% of the Q1/Q2 2020 Note Amortization Payment.

~~In the event the Company consummates a Public Offering while the Q1/Q2 2020 Notes are outstanding, then~~ 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the Q1/Q2 2020 Notes. As the Equity Conditions have not been met, through March 31, 2021 and the date hereof, the Company has not prepaid any the Q1/Q2 2020 Notes, in whole or in part.

From the original issue date of a Q1/Q2 2020 Note until such Q1/Q2 2020 Note iswas no longer outstanding, such Q1/Q2 2020 Note iswas convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the holder. The “Conversion Price” in effect on any Conversion Date (as defined in the Q1/Q2 2020 Notes) means, as of any date of determination, $0.40 per share, subject to adjustment as provided therein and summarized below. If an Event of Default (as defined in the Q1/Q2 2020 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the Q1/Q2 2020 Notes ~~are~~were convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the Q1/Q2 2020 Notes) during the 20 consecutive Trading Day (as defined in the Q1/Q2 2020 Notes) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations ~~are~~were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of Common Stock ~~outstanding.~~outstanding.

The Q1/Q2 2020 Warrants are exercisable at any time on or after the date of the issuance and entitle the investors to purchase shares of the Company’s common stock for a period of five years from the initial date the Q1/Q2 2020 Warrants become exercisable. Under the terms of the Q1/Q2 2020 Warrants, the investors are entitled to exercise the Q1/Q2 2020 Warrants to purchase up to 827,200 shares of the Company’s common stock at an initial exercise price of $0.40, subject to adjustment as detailed in the respective Q1/Q2 2020 Warrants.

In connection with the issuance of the January 2020 warrants, the Company calculated the relative fair value of these warrants in the amount of $262,872 which was added to debt discount and paid-in capital and shall be amortized over the term of the Q1/Q2 2020 Notes. In connection with the issuance of the notes in January, February, March and April 2020 and the issuance of the warrants in February, March and April 2020, the Company determined that various terms of these Q1/Q2 2020 Notes and Q1/Q2 2020 Warrants, including the default provisions in the Q1/Q2 2020 Notes discussed above, caused derivative treatment of the embedded conversion options and warrants. During the year ended December 31, 2020, on the initial measurement dates, the fair values of the embedded conversion option and warrant derivatives of $~~8,817,568~~ ~~was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Q1/Q2 2020 Notes of $1,287,474, with the remainder of $7,530,095~~ ~~charged to current period operations as initial derivative expense.~~

The Q1/Q2 2020 Notes included a down-round provision under which the Q1/Q2 2020 Note conversion price could be affected, by future equity offerings undertaken by the Company. During the year ended December 31, 2020, down-provisions were triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect. As of December 31, 2020, the conversion price of the Q1/Q2 Notes was lowered to $~~0.006~~ ~~per share.~~

Due to the default of amortization payments due on our August 2019 Notes and other notes, ~~as discussed above,~~in 2020, the Q1/Q2 2020 Notes were deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30% which amounted to approximately $620,400, default interest accrues at 18%, and the default conversion terms ~~apply.~~applied. In the third fiscal quarter of 2020, the great majority of principal amount of Q1/Q2 2020 Notes was exchanged for Common Stock at the conversion price that applied if an Event of Default occurred. It is the Company’s position (and it was the Company’s intent at issuance) that, to the extent the Q1/Q2 2020 Notes were converted for Common Stock at the advantageous conversion price applicable to post-Events of Default, the Q1/Q2 Notes are not also entitled to receive the Mandatory Default Payment (as defined in the Q1/Q2 2020 Notes) of 130% of principal amount. During 2020, since a note holder could conceivably disagree with the Company’s position in this regard, the Company has decided, out of an abundance of caution and despite its confidence that its construction of the Q1/Q2 2020 Notes is the only correct one, to accrue a reserve as if a note holder were entitled both to convert its Q1/Q2 Notes at the advantageous conversion price applicable to post-Events of Default and to receive the Mandatory Default Payment of 130% on the entire original principal amount of Q1/Q2 2020 Notes.

~~During the three months ended September 30, 2020, the Company issued~~ ~~291,796,804~~ ~~shares of its common stock upon the conversion of principal and default interest of $1,887,000~~ ~~and accrued interest of $3,731~~.

During the three months ended June 30, 2021, the Company and each investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the year ended December 31, 2021, the Company reversed the accrued Mandatory Penalty amount due of $~~664,400~~620,400 and principal amounts due of $44,000 and recorded a gain on debt extinguishment of $664,400. Additionally, during the year ended December 31, 2021, the Company issued 28,358,841 shares of its common stock upon the conversion of all remaining principal and interest balances due aggregating $277,916. Hence, as of December 31, 2022 and December 31, 2021, convertible notes payable and default interest due related to the Q1/Q2 2020 Notes amounted to $0~~. On December 31, 2020, on the same construction of the Q1/Q2 Notes, convertible notes payable and default interest due related to the Q1/Q2 2020 Notes amounted to $717,852, which consists of $801,400~~ ~~of principal and default penalty balances due and is net of unamortized debt discount of $83,548~~.$0.

On April 20, 2020, the Company issued and sold to an investor a convertible promissory note in the principal amount of $456,500~~(the “~~~~April~~ (the “April 20 ~~Note~~”Note”). The April 20 Note contained a 10% original issue discount amounting to $41,500for a purchase price of $415,000~~. The Company did not receive any proceeds from the April 20 Note because the investor converted previous notes and accrued interest due to him in the amount of $195,000~~ ~~into the April 20 Note. In connection with the conversion of notes payable to the April 20 Note, the Company recorded a loss from debt extinguishment of $220,000~~. The April 20 Note initially bore interest at 6% per annum and becomes due and payable on April 20, 2022 (the “~~April~~“April 20 Note Maturity ~~Date~~”Date”). During the existence of an Event of Default (as defined in the April 20 Note), which includes, amongst other events, any default in the payment of principal and interest payment (including any April 20 Note Amortization Payments) under any note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the April 20 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule, will be due and payable (each, an “~~April 20 Note Amortization Payment~~”), until the April 20 Note Maturity Date, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the April 20 Note will be immediately due and payable. The April 20 Note Amortization Payments will be made in cash unless the investor payment in the Company’s common stock in lieu of a cash payment (each, an “~~April 20 Note Stock Payment~~”)law. If the investor requests an April 20 Note Stock Payment, the number of shares of common stock issued will be based on the amount of the applicable April 20 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the April 20 Note) during the five Trading Day (as defined in the April 20 Note) period prior to the due date of the April 20 Note Amortization Payment.

~~The~~ April 20 Note may be prepaid, provided that certain Equity Conditions, as defined in the April 20 Note, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from April 20, 2020 until and through July 20, 2020 at an amount equal to 105% of the aggregate of the outstanding principal balance of the April 20 Note and accrued and unpaid interest, and (ii) after July 20, 2020 at an amount equal to 115% of the aggregate of the outstanding principal balance of the April 20 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, the holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its April 20 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold the April 20 Note. Except for a Public Offering and April 20 Note Amortization Payments, in order to prepay the April 20 Note, the Company must provide at least 30 days’ prior written notice to the holder, during which time the holder may convert the April 20 Note in whole or in part at the then applicable conversion price. For avoidance of doubt, the April 20 Note Amortization Payments will be prepayments and are subject to prepayment penalties equal to 115% of the April 20 Note Amortization Payment. In the event the Company consummates a Public Offering while the April 20 Note is outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the April 20 Note.

Until the April 20 Note iswas no longer outstanding, it iswas convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date (as defined in the April 20 Note) means, as of any Conversion Date or other date of determination, the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the April 20 Note) during the 20 consecutive Trading Day (as defined in the April 20 Note) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations ~~are~~were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock.

In connection with the issuance of the April 20 Note, the Company determined that various terms of the April 20 Note caused derivative treatment of the embedded conversion option. On the initial measurement dates, the fair values of the embedded conversion option derivative of $~~1,436,725~~ ~~was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the April 20 Note of $415,000, with the remainder of $1,021,725~~ ~~charged to current period operations as initial derivative expense.~~ Due to the default of August 2019 Note Amortization Payments due on our August 2019 Notes and other notes, the April 20 Note was deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30% which amounted to approximately $136,950, default interest ~~accrues~~accrued at 18%, and the default conversion terms ~~apply.~~

The April 20 Note includes a down-round provision under which the April 20 Note conversion price could be affected, by future equity offerings undertaken by the Company. During the year ended December 31, 2020, down-provisions were triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect.

~~During the three months ended September 30, 2020, the Company issued~~ ~~38,500,000~~ ~~shares of its common stock upon the conversion of principal and default interest of $231,000. On October 7, 2020, the Company issued~~ ~~53,255,583~~ ~~shares of its common stock upon the conversion of principal and default interest of $293,150~~ ~~and accrued interest of $26,383~~.applied.

During the three months ended June 30, 2021, the Company issued 15,923,322 shares of its common stock upon the conversion of all remaining principal and interest balances due aggregating $95,540. Hence, as of December 31, 2022 and December 31, 2021, convertible notes payable and default interest due related to the April 20 Note amounted to $0. ~~On December~~

Other convertible ~~notes payable related to the April 20 Note amounted to $69,300, which consists of $69,300~~ ~~of default penalty balance due.~~debt

~~As discussed in Note 10, on~~On August 28, 2020, a note payable with a principal balance due of $185,000 was cancelled and a new convertible note was entered into with a principal balance of $185,000. This new convertible note ~~bears~~bore no interest and iswas payable in monthly payments of $7,500 commencing on September 1, 2020 until paid in full. The Holder ~~shall have~~had the right, at Holder’s option, at any time prior to the close of business five or more days prior to a payment of principal and interest, to convert any of such Holder’s Note, in whole or in part (in denominations of $~~20.000~~20,000 or multiples of it), into that number of shares of common stock of the Company at the conversion price equal to the lowest closing price of the Company’s common stock on the OTC Market during the ten trading days ending the business day before the date of conversion. During the year ended December 31, 2020, the Company repaid $15,000 of this convertible note. ~~On December 31, 2020, convertible notes payable related to this Note amounted to $170,000~~. In January 2021, the Company issued 15,454,546 shares of its common stock upon conversion of this convertible note and accordingly, as of December 31, 2022 and December 31, 2021, the convertible note balance is $0.

During the years ended December 31, 2021 and 2020, due to the non-payment of amortization payments due, substantially all convertible notes were deemed in default. Since the default principal due is convertible at the same default terms contained in the related convertible notes, the Company determined that various terms of the convertible notes discussed above caused derivative treatment of the embedded conversion options related to the principal and default principal due. Accordingly, under the provisions of ASC 815-40 - ~~Derivatives and Hedging – Contracts in an Entity’s Own Stock~~, the embedded conversion option related to the principal and default principal due were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives related to the principal balance default principal due was determined using the Binomial valuation model. At the end of each period and on the date that debt is converted into common shares, the Company revalues the embedded conversion option derivative liabilities. In connection with the default principal due, during the year ended December 31, 2020, on the initial measurement date, the fair values of the embedded conversion option derivatives related to default principal due of $~~6,340,248~~ ~~was recorded as derivative liabilities and charged to current period operations as initial derivative expense.~~

As discussed above, the Company issued debt that consists of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, default provisions and payment of amortization payments in stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of each promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable may exceed the Company’s authorized share limit, effective January 30, 2020, the equity environment was tainted, and all convertible debentures and warrants were included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities. On January 30, 2020, the Company evaluated all outstanding warrants to determine whether these instruments are tainted and, due to reasons discussed above, all warrants outstanding were considered tainted. Accordingly, the Company recorded a reclassification from paid-in capital to derivative liabilities of $~~11,381,885~~ ~~for warrants becoming tainted. On January 30, 2020, the fair value of the warrants to be reclassified to derivative liabilities was determined using the Binomial valuation model.~~

In connection with the issuance of the Q1/Q2 2020 Notes and the warrants issued in February, March and April 2020, the Company determined that various terms of the Q1/Q2 2020 Notes and Q1/Q2 2020 Warrants, including the default provisions in the Q1/Q2 2020 Notes discussed above, caused derivative treatment of the embedded conversion options and warrants. Accordingly, under the provisions of ASC 815-40 - ~~Derivatives and Hedging – Contracts in an Entity’s Own Stock~~, the embedded conversion option contained in the Q1/Q2 2020 Notes and certain warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and warrants was determined using the Binomial valuation model. At the end of each period and on the date that the Q1/Q2 2020 Notes are converted into common shares, the Company revalues the embedded conversion option derivative liabilities. During the year ended December 31, 2020, on the initial measurement dates, the fair values of the embedded conversion option and warrant derivatives of $~~8,817,568~~ ~~was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Q1/Q2 2020 Notes of $1,287,473, with the remainder of $7,530,095~~ ~~charged to current period operations as initial derivative expense.~~

In connection with the issuance of the April 20 Note, the Company determined that various terms of the April 20 Note, including the default provisions in the April 20 Note discussed above, caused derivative treatment of the embedded conversion options and warrants. Accordingly, under the provisions of ASC 815-40 - ~~Derivatives and Hedging – Contracts in an Entity’s Own Stock~~, the embedded conversion option contained in the April 20 Note were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivative was determined using the Binomial valuation model. At the end of each period and on the date that the April 20 Note are converted into common shares, the Company revalues the embedded conversion option derivative liabilities. During the year ended December 31, 2020, on the initial measurement dates, the fair values of the embedded conversion option of $~~1,436,725~~ ~~was recorded as derivative liability and was allocated as a debt discount up to the net proceeds of the April 20 Note of $415,000, with the remainder of $1,021,725~~ ~~charged to current period operations as initial derivative expense.~~

~~In connection with the period end revaluations and the initial derivative expense recorded, the Company recorded aggregate derivative expense of $34,692,503~~ ~~for the year ended December 31, 2020.~~

During the year ended December 31, 2020, in connection with the conversion or repayment of various debts as discussed above, the Company reversed the value of the respective derivative liability and recorded a gain on extinguishment of debt of $~~45,731,614~~ ~~(Note 11).~~

~~During the years ended December 31,~~ 2021, ~~and 2020,~~ the fair value of the derivative liabilities, warrants and conversion option was estimated using the Binomial valuation model with the following assumptions:

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING ~~BLACK-SHOLES~~BLACK- SHOLES VALUATION MODEL

~~On December 31, 2020, the principal and default penalty amount due of $1,062,764~~ ~~consisted of promissory note principal balances due of $351,000~~ ~~and default penalty amounts due of $711,764~~.

For the ~~years~~year ended December 31, ~~2021~~2022 and ~~2020,~~2021, amortization of debt discounts related to convertible notes amounted to $~~83,548~~0 and $~~4,322,247~~83,548, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. The weighted average interest rate during the year ended December 31, ~~2020~~2021 was approximately 18.0%.

On January 15, 2021, in connection with the acquisition of DDTI, the Company issued a promissory note in the amount of $400,000. The principal amount of $400,000 iswas payable in four installments of $100,000 plus accrued interest as follows: $100,000 plus accrued interest was due and paid on April 15, 2021, $100,000 plus accrued interest was due and paid on July 15, 2021, $100,000 plus accrued interest is due and ~~pad~~paid on October 15, 2021 and $100,000 plus all remaining accrued interest was due and paid on January 15, 2022. Interest ~~accrues~~accrued at 4% per annum. On December 31, 2022 and December 31, 2021, the principal amount related to this note was $0 and $100,000., respectively.

On March 24, 2021, in connection with the acquisition of Cougar Express, the Company issued a promissory note in the amount of $350,000. The principal amount of $350,000 iswas payable in two installments of $175,000 plus accrued interest as follows: $175,000 plus accrued interest was due and paid on September 23, 2021 and $175,000 plus all remaining accrued interest was due and paid on March 23, ~~2022.~~2022. Interest ~~accrues~~accrued at 6% per annum. On December 31, 2022 and December 31, 2021, the principal amount related to this note was $0 and $175,000, respectively.

On July 31, 2022, in connection with the acquisition of JFK Cartage, JFK Cartage issued a promissory note in the amount of $696,935. Principal amount of $98,448 is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022. This amount was paid prior to December 31, 2022. The remaining balance of $598,487 is payable in three annual installments of $199,496, with interest at 5% per annum, payable on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. On December 31, 2022, the principal amount related to this note was $598,487.

In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed an SBA loan that existed on the books of JFK Cartage in the amount of $500,000 and the related accrued interest. The Company repaid this SBA loan and all accrued interest in August 2022.

On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connections issued a promissory note in the amount of $4,544,671 to the Freight Connections Seller. The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections. On December 31, 2022, the principal amount related to this note was $4,544,671.

In connection with the acquisition of Freight Connections, on September 16, 2022, the Company assumed a merchant loan with Paypal in the amount of $15,612. This merchant was repaid and on December 31, 2022, the merchant loan amount due to Paypal was $0.

In November 2019, the Company entered into a promissory note for the purchase of five trucks in the amount of $460,510. The note iswas due in 60sixty monthly installments of $9,304. The first payment was paid in December 2019 and the remaining fifty-nine payments were due monthly commencing on January 27, 2020. The note was secured by the trucks and was personally guaranteed by the Company’s former chief executive officer. During the year ended December 31, 2021, this note was repaid. On December 31, 2022 and December 31, 2021, ~~and 2020,~~the equipment note payable to this entity amounted to $0 ~~and $375,422, respectively.~~.

In connection with the acquisition of DDTI, the Company assumed several truck notes payable liabilities due to entities. On December 31, 2022 and 2021, truck notes payable to these entities amounted to $0 and $17,985., respectively.

In connection with the acquisition of Cougar Express, the Company assumed several equipment notes payable liabilities due to entities. On December 31, 2022 and 2021, equipment notes payable to these entities amounted to $0 and $2,611, respectively.

In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed several equipment notes payable due to entities amounting to $15,096. On December 31, 2022, equipment notes payable to these entities amounted to $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. The note is due in sixty monthly installments of $1,019 which began in August 2022. The note was secured by the truck. During the year ended December 31, 2022, the Company repaid $3,991 of this note. On December 31, 2022, the equipment note payable to this entity amounted to $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. On December 31, 2022, equipment notes payable to these entities amounted to $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. The note is due in forty-eight monthly installments of $1,645 which began in August 2022. The note was secured by the truck. During the year ended December 31, 2022, the Company repaid $6,259 of this note. On December 31, 2022, the equipment note payable to this entity amounted to $55,720.

During 2020, prior to the acquisition of Cougar Express by the Company, Cougar Express entered into a Paycheck Protection Program promissory note (the “~~Cougar~~“Cougar PPP ~~Loan~~”Loan”) in the amount of $622,240 under the SBA Paycheck Protection Program of the CARES ~~Act~~.Act. Pursuant to the Cougar Stock Purchase Agreement, the Company did not assume and shall not be responsible to pay the Cougar PPP loan. The prior shareholder of Cougar Express agreed to indemnify and hold the Buyer (and its directors, officers, employees and affiliates) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, the reasonable fees and expenses of counsel (collectively, the “Losses”), related to or arising directly or indirectly out of, among other items, any claim that any portion or all of the Cougar PPP loan secured by Cougar Express is to be repaid to the lender. ~~Since the Cougar PPP Loan was not forgiven as of March 31, 2021, the Company has reflected the Cougar PPP loan of $622,240~~ ~~as outstanding on March 31, 2021 and the Company recorded a note receivable of $622,240~~ ~~which was due from the prior shareholder of Cougar Express if the Cougar PPP Loan is not forgiven.~~ Cougar Express filed for forgiveness of this loan and on June 10, 2021, Cougar Express received a Notice of Paycheck Protection Program Forgiveness Payment from the SBA. Accordingly, the note payable and related note receivable were reversed and no gain or loss was recorded.

Through December 2021, the Company’s subsidiary, Cougar Express, maintained a $5,000 line of credit with the bank. This line of credit was closed in December 2021 and was payable ofon demand. On December 31, 2021, principal amount outstanding under the line of credit amounted to $0.

On December 31, ~~2021~~2022 and ~~2020,~~2021, notes payable consisted of the following:

	December 31, 2021			December 31, 2020			December 31, 2022			December 31, 2021
Principal amounts	$	295,596		$	375,422		$	5,784,577		$	295,596
Less: current portion of notes payable		(283,141	)		(85,207	)		(4,953,078	)		(283,141	)
Notes payable – long-term	$	12,455		$	290,215		$	831,499		$	12,455

~~For the years ended~~As of December 31, ~~2021 and 2020, amortization~~2022, future maturities of ~~debt discounts related to~~ notes payable ~~amounted to $~~0 ~~and $605,763, respectively, which has been included in interest expense on the accompanying consolidated statements of operations.~~is as follows:

~~On April 9, 2019, the~~The Company ~~entered into agreements with all holders of its Series A Convertible Preferred Stock to exchange all~~has ~~4,000,000~~10,000,000 ~~outstanding~~authorized shares of preferred stock, ~~for an aggregate~~$0.001 par value per share. The Company’s Amended and Restated Articles of ~~2,600,000~~Incorporation explicitly authorize the Board to issue any or all of such shares of ~~restricted common stock. Upon~~preferred stock in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion ~~pursuant to Section 9(i)~~rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the ~~Certificate~~number of ~~Designation,~~shares constituting any class or series, without further vote or action by the ~~Series A Convertible Preferred Stock became undesignated upon their return to the Company. In July 2020, the Company filed a Certificate of Withdrawal of the Series A designation.~~stockholders.

In August 2019, the Company designated Series B Preferred Shares consisting of 1,700,000 shares with a par value of $0.001 and a stated value of $0.001. The Series B preferred shares have no voting rights and are not redeemable. Each share of Series B Preferred stock is convertible into one share of common stock at the option of the holder subject to beneficial ownership limitation.

On August 16, 2019, the Company issued ~~1,000,000~~ ~~Series B preferred shares for services rendered to the former member of Prime EFS who was considered a related party. On July 24, 2020, the Company issued~~ ~~1,000,000~~ ~~shares of its common stock upon conversion of~~ ~~1,000,000~~ ~~shares of Series B Preferred shares.~~

~~On August 16, 2019, the Company issued~~ 700,000 shares of Series B Preferred shares to Bellridge Capital, L.P. upon settlement of 700,000 shares of issuable common shares.

In April 2022, the Company and Bellridge entered into a settlement agreement pursuant to which the 700,000

shares of Series CB preferred shares were cancelled and the Company recorded settlement income of $700.

~~Pursuant to the August 2019 Purchase Agreement (see Note 7), by and among the Company and the investors named therein (the “~~~~August 2019 Investors~~”), the Company is required to keep reserved for issuance to the August 2019 Investors three times the number of shares of common stock issuable to the August 2019 Investors upon conversion or exercise, as applicable, of convertible notes and warrants held by the August 2019 Investors (the “~~August 2019 Reserve Requirement~~~~”). If the Company fails to meet the August 2019 Reserve Requirement within 45 days after written notice from an August 2019 Investor, the Company must,~~ ~~inter alia~~~~, sell to~~

~~the Lead Investor (as defined in the August 2019 Purchase Agreement) for $100 a series of preferred stock which holds voting power equal to~~ T51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue, which such preferred stock will be automatically cancelled upon the effectiveness of the resulting increase in the Company’s authorized stock. By letter agreement dated, June 4, 2020, the Lead Investor assigned this contract right to John Mercadante, the chief executive officer of the Company.RANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES

~~On June 5, 2020,~~ ~~the Company sold to John Mercadante, for $100, one share of Series C Preferred Stock which has voting power equal to~~ 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s AmendedDECEMBER 31, 2022 and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the amendment on July 20, 2020, the Series C Preferred Stock was automatically cancelled. The Series C Preferred Stock was not entitled to vote on any other matter, was not entitled to dividends, was not convertible into any other security of the Company and was not entitled to any distributions upon liquidation of the Company.2021

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

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

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

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

On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D Convertible Preferred Stock. Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $~~500,184, accrued interest payable of $85,827, and Warrants to purchase~~ ~~423,159,293~~ ~~shares of Common Stock for~~ ~~522,726~~ ~~shares of Series D (the “~~~~Exchange~~”). The Series D shares issued in the exchange had an equivalent fair value as if the investors had converted their debt to common stock at the contractual rate in the convertible notes and therefore, there was no gain or loss on the exchange. In connection with the issuance of the Series D shares, the Company recorded a loss on debt extinguishment of $~~239,678~~ ~~which is associated with the fair market value of the excess shares issued upon conversion of other settlement amounts.~~

~~During the period from July 1, 2020 to December 31, 2020, the Company issued~~ ~~522,726,000~~ ~~shares of its common stock in connection with the conversion of~~ ~~522,726~~ ~~shares of Series D.~~ ~~The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD.~~ ~~Accordingly, as~~As of December 31, 2022 and 2021, ~~and 2020,~~ 0no shares of Series D were outstanding.

These Series D preferred share issuances which were not redeemable were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series D preferred stock agreements, Series D preferred stock was not redeemable. As such, since Series D preferred stock was not redeemable, the Series D preferred stock was classified as permanent equity. The Company also concluded that the conversion rights under the Series D Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series D Preferred Stock were not considered an embedded derivative that required bifurcation.

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

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

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

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

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

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

From and after the Original Issuance Date, cumulative dividends on each share of Series E shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum based on a 360-day year on the Stated Value plus all unpaid accrued and accumulated dividends thereon. ~~During the year ended~~As of December 31, 2022 and 2021, the Company has accrued dividends of $161,092 and $140,872, respectively, which has been included in accrued expenses on the accompanying consolidated balance ~~sheet.~~sheets.

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

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

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

On October 8, 2020, the Company entered into a Securities Purchase Agreement with the investors party thereto (collectively the “Investors”) pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~47,977~~ ~~shares of Series E Convertible Preferred Stock (the “Series E”) and (ii) warrants (the “Warrants”) to purchase~~ ~~23,988,500~~ ~~shares of the Company’s common stock which are equal to~~ 50% of the shares of common stock issuable upon conversion of the Series E if the Series E were converted on October 8, 2020 (the “October 2020 Series E Offering”). The gross proceeds to the Company were $~~640,000, or $13.34~~ ~~per unit which is the stated value of each Series E share. The Company paid fees of $35,000~~ ~~and received net proceeds of $605,000. The initial exercise price of the Warrants related to the October 2020 Series E Offering is $0.04~~ ~~per share, subject to adjustment. Due to down-round provisions in the Warrants, the number of warrants was increased from~~ ~~23,988,500~~ ~~warrants to~~ ~~95,954,000~~ ~~warrants, and the exercise price was reduced to $0.01~~ ~~per share.~~

On December 28, 2020 and December 30, 2020, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~57,400~~ ~~shares of Series E and (ii) Warrants to purchase~~ ~~76,571,429~~ ~~shares of the Company’s common stock which are equal to~~ ~~1,334~~ ~~warrants for each share of Series E purchased (the “December 2020 Series E Offering”). The gross proceeds to the Company were $670,000, or $11.67~~ ~~per unit. The Company paid fees of $112,000~~ ~~and received net proceeds of $558,000. The initial exercise price of the Warrants related to the December 2020 Series E Offering is $0.01~~ ~~per share, subject to adjustment. In connection with the issuance of the Series E and related warrants, the Company recorded a deemed dividend of $527,230~~ ~~related to the beneficial conversion features of the Series E.~~

During the three months ended March 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 310,992 shares of Series E and (ii) Warrants to purchase 414,857,146 shares of the Company’s common stock which are equal to 1,334 warrants ~~for each~~ for each share of Series E purchased (the “Q1 2021 Series E Offering”). The gross proceeds to the Company were $3,630,000, or $11.67 per unit. The Company paid fees of $372,000 and received net proceeds of $3,258,000. The initial exercise price of the Warrants related to the Q1 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 82,971,429 warrants to the placement agent at an initial exercise price of $0.01 per share. In connection with the issuance of the Series E and related warrants, during the three months ended March 31, 2021, the Company recorded a deemed dividend of $777,510 related to the beneficial conversion features of the Series E.

During April 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 32,126 shares of Series E and (ii) Warrants to purchase 42,857,143 shares of the Company’s common stock which are equal to 1,334 warrants for each ~~for each~~ share of Series E purchased (the “April 2021 Series E Offering”). The gross proceeds to the Company were $375,000, or $11.67 per unit. The Company paid fees of $42,500 and received net proceeds of $332,500. The initial exercise price of the Warrants related to the April 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 8,571,429 warrants to the placement agent at an initial exercise price of $0.01 per share. In connection with the issuance of the Series E and related warrants, on April 9, 2021, the Company recorded a deemed dividend of $104,533 related to the beneficial conversion features of the Series E.

In connection with the Series E Offerings, the Company entered into Registration Rights Agreements (the “~~Series~~“Series E Registration Rights ~~Agreements~~”Agreements”) pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series E Preferred Stock and exercise of the Warrants. Pursuant to the Series E Registration Rights Agreements, if a registration statement registering for resale all of the shares of common stock issuable under Series E Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 30 days of the closing dates or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “~~Event~~”“Event”, and the date on which such Event occurs, being referred to as “~~Event Date~~”“Event Date”), then, in addition to any other rights the Holders may have under the Series E Registration Rights Agreements or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company is obligated to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Series E Purchase Agreement, during which such Event continues uncured. Also pursuant to the Series E Registration Rights Agreements, the partial liquidated damages provisions summarized above apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company did not file its initial registration statement within 30 days of the closing date of certain of the Registration Rights Agreements (the “~~Filing Events~~”“Filing Events”) and such registration statement was not declared effective by the Commission by the Effectiveness Date of certain of the Registration Rights Agreements (the “~~Effectiveness Events~~”“Effectiveness Events”). The Company filed a registration statement on Form S-1 for the shares of Common Stock issuable to the Investors upon conversion of the Series E Preferred Stock and exercise of the Warrants (the “~~S-1~~“S-1 Registration ~~Statement~~”Statement”) on April 22, 2021 (the “~~Filing Date~~”“Filing Date”), which was declared effective by the Commission on May 5, 2021 (the “~~Effective Date~~”“Effective Date”). The filing of the S-1 Registration Statement cured the Filing Events as of the Filing Date. The declaration of effectiveness of the S-1 Registration Statement cured the Effectiveness Events as of the Effective Date.

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.

On December 8, 2020, the Company entered into an Engagement Agreement (the “Engagement Agreement”) with a placement agent to act as an exclusive selling/placement agent for the Company to assist in a financing for the Company. In connection with the engagement letter, the Company agreed to pay to the placement agent at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible or exercisable into the Company’s common stock (the “Securities Financing”) during the Exclusive Period which is for a period of 90 days from the date of execution of this Letter Agreement; (i) a cash transaction fee in the amount of 10% of the amount of the Securities Financing; and (ii) warrants (the “Warrants”) with a 5 year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis) in the Securities Financing, at an exercise price equal to the investor’s warrant exercise price of the Securities Financing. In connection with this Engagement Agreement, through December 31, 2020, the Company paid the placement agent cash of $67,000 and issued 15,314,285 warrants to the placement agent at an initial exercise price of $0.01 per share. Additionally, during the year ended December 31, 2021, the Company paid the placement agent cash of $385,500 and issued 91,542,858 warrants to the placement agent at an initial exercise price of $0.01 per share. The cash fee of $400,500 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent ~~warrants~~warrants..

Pursuant to the terms of the Securities Purchase Agreements entered in connection with the Series E ~~Offering~~Offerings by and among the Company and the investors named therein (the “Series E Investors”), the Company is required to keep reserved for issuance to the Series E Investors three times the number of shares of common stock issuable to the Series E Investors upon conversion or exercise, as applicable, of convertible notes and warrants held by the Series E Investors (the “Series E Reserve Requirement”). If the Company fails to meet the Series E Reserve Requirement within 45 days after written notice from a Series E Investor, the Company must, inter alia, sell to Company’s chief executive officer (or such other officer as the board of directors may designate) a series of preferred stock which holds voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue, which such preferred stock will be automatically cancelled upon the effectiveness of the resulting increase in the Company’s authorized stock.

On February 22, 2021, the Company sold to John Mercadante, for $10, one share of Series F Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the amendment on April 15, 2021, the Series F Preferred Stock was automatically cancelled. The Series F Preferred Stock was not entitled to vote on any other matter, was not entitled to dividends, was not convertible into any other security of the Company and was not entitled to any distributions upon liquidation of the Company.

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

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

From and after the Original Issuance Date, cumulative dividends on each share of Series G shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum based on a 360-day year on the Stated Value plus all unpaid accrued and accumulated dividends thereon. As of December 31, 2022 and December 31, 2021, the Company has accrued dividends of $385,009 and $0, respectively, which has been included in accrued expenses on the accompanying consolidated balance sheets.

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

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

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

On December 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 615,000 shares of Series G and (ii) Warrants to purchase 615,000,000 shares of the Company’s common stock which are equal to 1,000 warrants ~~for each~~ for each share of Series G purchased (the “December 2021 Series G Offering”). The gross proceeds to the Company were $6,150,000, or $~~10.00~~$10.00 per unit. The Company paid fees of $615,507, paid cash of $54,933 for the settlement of disputed penalties related the Series E and received net proceeds of $5,479,560 The initial exercise price of the Warrants related to the December 2021 Series G Offering is $0.01 per share, subject to adjustment. In connection with the issuance of the Series G and related warrants, the Company recorded a deemed dividend of $2,041,802 related to the beneficial conversion features of the Series G.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000

shares of Series G and (ii) Warrants to purchase ~~DECEMBER 31, 2021 AND 2020~~70,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each share of Series G purchased (the “January 2022 Series G Offering”). The gross proceeds to the Company were $700,000, or $10.00 per unit. The Company paid placement agent fees of $70,000 and received net proceeds of $630,000. On March 4, 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “March 2022 Series G Offering”). The gross proceeds to the Company were $250,000, or $10.00 per unit. The Company paid placement agent fees of $25,000 and received net proceeds of $225,000. The initial exercise price of the Warrants related to the January 2022 and March 2022 Series G Offerings is $0.01 per share, subject to adjustment. Additionally, the Company issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The aggregate cash fees of $95,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.

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

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

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

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

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

During the three months ended June 30, 2022, the Company issued 129,272,885 shares of its common stock in connection with the conversion of 92,500 shares of Series G and accrued dividends payable of $21,134. The conversion ratio was based on the Series G certificate of designation, as amended.

During the three months ended September 30, 2022, the Company issued 61,178,746 shares of its common stock in connection with the conversion of 42,500 shares of Series G and accrued dividends payable of $18,183. The conversion ratio was based on the Series G certificate of designation, as amended.

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. The Series H has no stated value. Pursuant with the Series H COD,

In connection with the acquisitions of Freight Connections, on September 16, 2022, the Company issued 32,374 shares of Series H preferred stock. These shares were value in the amount of $1,910,066 based on the as if converted fair value of the underlying common shares, or $0.0059 per common share, based on the quoted closing price of the Company’s common stock on the measurement date.

The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on March 3, 2021. This consent was sufficient to approve the 2021 Amendment under Nevada law. The Company filed a definitive information statement on Schedule 14C on March 15, 2021 and first mailed that information statement to stockholders on March 15, 2021.

~~During the six months ended June 30, 2020, the Company issued~~ ~~417,863,999~~ shares of its common stock upon the partial conversion of a convertible note which had bifurcated embedded conversion option derivatives including the conversion of principal and default interest balances due of $~~2,844,979, accrued interest payable due of $218,600, and fees of $8,180, at the contractual conversion price. The Company accounted for the partial conversion of these convertible notes pursuant to the guidance of ASC 470-20,~~ ~~Debt with Conversion and Other Options.~~ ~~Under ASC 470-20, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $15,704,425~~ ~~which is associated with the difference between the fair market value of the shares issued upon conversion and the amount of principal balances converted at the conversion price.~~

~~During the three months ended September 30, 2020, the Company issued~~ ~~477,682,407~~ ~~shares of its common stock in connection with the conversion of convertible notes payable and default interest of $4,215,651, accrued interest of $82,852, and fees of $900. The conversion price was based on contractual terms of the related debt. In connection with the issuance of these shares, the Company recorded a loss on debt extinguishment of $19,700,260~~ ~~which is associated with the fair market value of the excess shares issued upon conversion of the principal balances converted at the conversion price.~~

~~In October 2020, the Company issued~~ ~~53,255,583~~ ~~shares of its common stock in connection with the conversion of a convertible note payable and default interest of $293,150~~ ~~and accrued interest of $26,383. The conversion price was based on contractual terms of the related debt.~~

~~In October and December 2020, the Company issued~~ ~~9,606,099~~ ~~shares of its common stock in connection with the conversion of accrued interest of $58,317. The conversion price was based on contractual terms of the related debt.~~

~~On December 17, 2020, the Company issued~~ ~~55,000,000~~ ~~shares of its common stock in connection with the conversion of convertible notes payable of $500,000~~ ~~and accrued interest of $81,616. The conversion price was based on contractual terms of the related debt.~~

~~During the three months ended December 31, 2020, under ASC 470-20, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $866,452~~ ~~which is associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price.~~

During 2020, the aggregate loss on debt extinguishment upon conversions associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price amounted to $~~36,271,137~~ ~~consisting of $15,704,425, $19,700,260~~ ~~and $866,452~~ ~~as discussed above (See Note 11).~~

On January 11, 2021, the Company issued 15,454,545 shares of its common stock in connection with the conversion of a convertible note payable of $170,000. The conversion price was based on contractual terms of the related debt.

During the three months ended June 30, 2021, the Company and each Q1/Q2 2020 Note investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the three months ended June 30, 2021, the Company reversed the accrued Mandatory Penalty amount due of $664,400 and recorded a gain on debt extinguishment of $664,400. Additionally, during the three months ended June 30, 2021, the Company issued 28,358,841 shares of its common stock upon the conversion of all remaining Q1/Q2 2020 Note principal and interest balances due aggregating $277,916.

During the three months ended June 30, 2021, the Company issued 15,923,322 shares of its common stock upon the conversion of all remaining April 20 Note principal and interest balances due aggregating $95,540. The Company accounted for the conversion of these convertible notes pursuant to the guidance of ASC 470-20, Debt with Conversion and Other Options. Under ASC 470-20, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $143,872 which is associated with the difference between the fair market value of the shares issued upon conversion and the conversion price and is equal to the fair value of the shares of common stock transferred upon conversion.

~~During the six months ended June 30, 2020,~~On January 19, 2022, the Company issued ~~70,203,889~~75,000,000 shares of its common stock in connection with the ~~cashless exercise~~conversion of ~~73,635,000~~19,947 ~~warrants.~~shares of Series E. The ~~exercise price~~conversion ratio was based on ~~contractual terms~~the Series E certificate of designation, as amended.

On April 13, 2022, the ~~related warrant.~~Company issued 38,500,868 shares of its common stock in connection with the conversion of 10,240 shares of Series E preferred shares and paid liquidating damages of $24,000. The conversion ratio was based on the Series E certificate of designation, as amended.

During the three months ended September 30, ~~2020,~~2022, the Company issued ~~85,710,419~~61,178,746 shares of its common stock in connection with the ~~cashless exercise~~conversion of ~~83,662,448~~42,500 ~~warrants.~~shares of Series G and accrued dividends payable of $18,183. The ~~exercise price~~conversion ratio was based on ~~contractual terms~~the Series G certificate of ~~the related warrant. In connection with the cashless~~designation, as amended.

Shares issued upon exercise of warrants ~~the Company recorded a loss on debt extinguishment of $237,664~~ ~~which is associated with the fair market value of the excess common shares issued upon the cashless exercise of warrants over the number of shares issuable using the warrant exercise price.~~

During the three months ended June 30, 2021, the Company issued 52,482,141 shares of its common stock in connection with the cashless exercise of 98,557,429 warrants. The exercise price was based on contractual terms of the related warrant.

In May and June 2021, the Company issued 68,571,429 shares of its common stock and received proceeds of $685,714 from the exercise of 68,571,429 warrants at $0.01 per share.

During the three months ended September 30, 2021, the Company issued 325,539,430 shares of its common stock and received proceeds of $3,254,955 from the exercise of 325,539,430 warrants at $0.01 per share.

During the three months ended December 31, 2021, the Company issued 28,571,429 shares of its common stock and received proceeds of $285,714 from the exercise of 28,571,429 warrants at $0.01 per share.

During the three months ended March 31, 2022, the Company issued ~~Common~~24,571,429 shares of its common stock and received proceeds of $245,714 from the exercise of 24,571,429 warrants at $0.01 per share.

During the three months ended June 30, 2022, the Company issued ~~settlement~~40,086,207 shares of its common stock in connection with the cashless exercise of 22,142,857 warrants. The exercise price was based on contractual terms of the related warrant.

In connection with the acquisition of Freight Connections, as part of the purchase price consideration, the Company issued 178,911,844 shares of its common stock. The Company valued these common shares at a fair value of $1,055,580, or $0.0059 per common share, based on the quoted closing price of the Company’s common stock on the measurement date.

On ~~July 20, 2020, in connection~~March 11, 2022, pursuant to an employment agreement with the ~~parties’ recent settlement,~~Company’s chief executive officer dated January 4, 2022, the ~~Company issued~~Company’s Board of Directors granted the chief executive officer ~~10,281,018~~122,126,433 shares ~~to Bellridge to settle certain claims~~ of ~~Bellridge (see Note 12 under legal matters). These shares~~its common stock which were valued at $~~502,742~~1,343,391, or $~~0.049~~0.011 per common share, based on the quoted ~~trading~~closing price of the Company’s common stock on the ~~date~~measurement date. These shares will vest in equal annual installments with the first installment of ~~grant.~~30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year through January 3, 2025. In connection with these shares, the Company ~~recorded~~valued these common shares at a ~~loss on debt extinguishment~~fair value of $~~502,742~~1,343,391. and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.

On ~~December 17, 2020,~~March 11, 2022 and effective January 4, 2022, the Company ~~issued~~agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of ~~18,685,477~~5,454,546 common shares ~~to certain August 2019 equity and debt purchasers as settlement related to~~of the ~~difference between $2.50, the purchase price, and $0.40. These shares~~Company which were valued at $~~545,616~~60,000, or $~~0.029~~0.011 per common share, based on the quoted ~~trading~~closing price of the Company’s common stock on the ~~date~~measurement date. These shares will vest in equal quarterly installments with the first installment of ~~grant.~~1,363,636.50 shares vesting on March 31, 2022, and 1,363,636.50 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $60,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.

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

During the year ended December 31, 2022 and 2021, aggregate accretion of stock-based compensation expense on the above granted shares amounted to $1,386,570 and $0, respectively. Total unrecognized compensation expense related to these vested and unvested common shares on December 31, 2022 amounted to $391,821 which will be amortized over the remaining vesting period of approximately 2.0 years.

On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 common shares of the Company which were valued at $250,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested immediately. In connection with these shares, the Company valued these common shares at a fair value of $250,000 and recorded ~~settlement~~stock-based compensation expense of $~~545,616~~250,000.

On February 1, 2022 and amended on May 1, 2022, the Company issued an aggregate of 969,149 of its common shares pursuant to a consulting agreement. These shares were valued at $10,000, or a share price ranging from $0.008 to $0.014, based on the quoted closing price of the Company’s common stock on the measurement dates. In connection with these shares, the Company valued these common shares at a fair value of $10,000 and the Company recorded stock-based professional fees of $10,000.

~~Common shares issued conversion of Series B preferred shares~~The following table summarizes activity related to non-vested shares:

~~On July 24, 2020, the Company issued~~ ~~1,000,000~~ ~~shares to its common stock upon the conversion of~~ ~~1,000,000~~ ~~shares of Series B preferred shares.~~

~~During the three months ended September 30, 2020, the Company issued~~ ~~398,350,000~~ ~~shares of its common stock in connection with the conversion of~~ ~~398,350~~ ~~shares of Series D.~~ ~~The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD~~.

~~During the three months ended December 31, 2020, the Company issued~~ ~~124,376,000~~ ~~shares of its common stock in connection with the conversion of~~ ~~124,376~~ ~~shares of Series D.~~ ~~The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD~~.

~~During the year ended December 31, 2020, the Company issued Q1/Q2 2020 Warrants to purchase up to~~ ~~827,200~~ ~~shares of the Company’s common stock (See Note 7). The Q1/Q2 2020 Warrants are exercisable at any time on or after the date of the issuance~~ and ~~entitle the investors to purchase shares of the Company’s common stock for a period of~~ ~~five years~~ ~~from the initial date the Q1/Q2 2020 Warrants become exercisable. Under the terms of the Q1/Q2 2020 Warrants, the investors are entitled to exercise the Q1/Q2 2020 Warrants to purchase up to~~ ~~827,200~~ ~~shares of the Company’s common stock at an initial exercise price of $0.40, subject to adjustment as detailed in the respective Q1/Q2 2020 Warrant. In connection with the~~ ~~374,000~~ ~~warrants issued in January 2020, the Company calculated the relative fair value of these warrants in the amount of $262,872~~ ~~which was added to debt discount and will be amortized over the term of the notes (see Note 7). In connection with the~~ ~~453,200~~ warrants issued in February, March 2020 and April 2020, the Company determined that various terms of these Q1/Q2 2020 Notes and Q1/Q2 2020 Warrants, including the default provisions in the Q1/Q2 2020 Notes discussed in Note 7, caused derivative treatment of the warrants. During the year ended December 31, 2020, on the initial measurement dates, the fair value of the warrant derivatives of $~~456,858~~ ~~was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Q1/Q2 2020 Notes of $456,858. The fair value of these warrants was estimated using the Binomial valuation model with the assumptions as outlined in Note 7.~~

~~In connection with the sale of Series E preferred shares, in 2020, the Company issued warrants to purchase~~ ~~100,559,929~~ ~~shares of the Company’s common stock at an initial exercise price of $0.01~~ ~~per share. Additionally, the Company issued~~ ~~15,314,285~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share.~~

In connection with certain down-round provisions on the Series E warrants issued in October 2020, in January 2021, the Company increased the number of warrants by 71,965,500.

In connection with the sale of Series E preferred shares, during the year ended December 31, 2021, the Company issued warrants to purchase 457,714,289 shares of the Company’s common stock at an initial exercise price of $0.01 per share. Additionally, the Company issued 91,542,858 warrants to the placement agent at an initial exercise price of $0.01 per share. (See Series E preferred shares above).

In May and June 2021, the Company issued 68,571,429 shares of its common stock and received proceeds of $685,714 from the exercise of 68,571,429 warrants at $0.01 per share.

During the year ended December 31, 2021, the Company entered into Securities Purchase Agreements with certain of the holders of its existing Series E preferred warrants (“Exercising Warrants Holders”). Pursuant to the Securities Purchase Agreements, the Exercising Warrants Holders and the Company agreed that the Exercising Warrants Holders would cash exercise their existing warrants, into shares of common stock underlying such existing warrants Shares. In order to induce the Exercising Warrant Holders to cash exercise their existing Warrants, the Securities Purchase Agreements provided for the issuance of new warrants (“New Warrants”) with such New Warrants to be issued in an amount equal to 50% of the number of shares acquired by the Existing Warrant Holder through the exercise of existing warrants for cash. The New Warrants are exercisable upon issuance and terminate five years following the initial exercise date. The New Warrants have an exercise price per share of $0.01. During the year ended December 31, 2021, of the 422,682,288 warrants exercised for cash, a total of 411,253,716 existing warrants were exercised for cash contemporaneously with the execution of the Securities Purchase Agreements resulting in total proceeds to the Company of $4,112,537. In connection with the exercise of these existing warrants for cash, the Company issued an aggregate of 205,626,862 New Warrants. The New Warrants issued in connection with the Securities Purchase Agreements were considered inducement warrants and are classified in equity. The fair value of the New Warrants issued was $4,431,853 and were expensed as warrant exercise inducement expense on the accompanying consolidated statement of operations.

During the three months ended March 31, 2022, the Company issued 24,571,429 shares of its common stock and received proceeds of $245,714 from the exercise of 24,571,429 warrants at $0.01 per share.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~During the three months ended June 30, 2022, the Company issued 40,086,207 shares of its common stock in connection with the cashless exercise of 22,142,857 warrants. The exercise price was based on contractual terms of the related warrant.

In connection with the sale of Series G preferred shares, on December 31, 2021, the Company issued warrants to purchase 615,000,000 shares of the Company’s common stock at an initial exercise price of $0.01 per share. Additionally, the Company issued 123,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share.

~~On August 30, 2019, pursuant to~~In connection with the ~~terms~~sale of Series G preferred shares, during the ~~August 2019 Purchase Agreements with accredited investors,~~year ended December 31, 2022, the Company issued ~~August 2019 Warrants~~warrants to purchase ~~up to~~ ~~987,940~~ shares of the Company’s common stock (See Note 7). The August 2019 Warrants are exercisable at any time on or after the date of the issuance and entitle the investors to purchase shares of the Company’s common stock for a period of five years from the initial date the August 2019 Warrants become exercisable. Under the terms of the August 2019 Warrants, the investors were entitled to exercise the August 2019 Warrants to purchase up to ~~987,940~~95,000,000 shares of the Company’s common stock at an initial exercise price of $~~3.50, subject to adjustment as detailed in the August 2019 Warrants. On September 6, 2019, the Company sold its common shares at $2.50~~0.01 per ~~share and accordingly, the August 2019 Warrant down-round provisions were triggered. As a result, the number of shares issuable upon exercise of the warrants was increased by~~ ~~395,176~~ to ~~1,383,116~~ ~~and the exercise price was lowered to $2.50. On January 7, 2020,~~share. Additionally, the Company issued ~~new convertible debt with an initial conversion price of $0.40~~19,000,000 ~~per share and~~ warrants ~~exercisable at $0.40~~ ~~per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the number of shares issuable upon exercise of the warrants was increased to~~ ~~8,644,474~~ ~~and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $17,836,244~~ ~~which represents the fair value transferred~~ to the warrant holders from the down-round feature being triggered. The Company calculated the difference between the August 2019 Warrants’ fair value on January 7, 2020, the date the down-round feature was triggered using the current exercise price and the new exercise price and the new number of shares issuable upon exercise of the warrants. The deemed dividend was recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. Subsequent to January 7, 2020, additional down-round protection was triggered and the exercise price of the August 2019 Warrants was lowered to $~~0.006~~ ~~per share, and the number of shares issuable upon exercise of the warrants was increased.~~

~~In August 2019, in connection with the sale of common stock, the Company issued~~ ~~585,000~~ ~~five-year warrants to purchase common shares for an exercise price of $2.50~~ per common share to investors. These warrants include down-round provisions under which the warrant exercise price could be affected by future equity offerings undertaken by the Company. During the year ended December 31, 2020, down-round provisions were triggered. As of December 31, 2020, the exercise price of these warrants was lowered to $~~0.006~~ ~~per share.~~

~~In October 2019, pursuant to the terms of the October 3 Purchase Agreement with an accredited investor, the Company issued the October 3 Warrant to purchase up to~~ ~~66,401~~ shares of the Company’s common stock (See Note 7). The October 3 Warrant is exercisable at any time on or after the date of the issuance and entitles the investor to purchase shares of the Company’s common stock for a period of five years from the initial date the October 3 Warrant becomes exercisable. Under the terms of the October 3 Warrant, the investor is entitled to exercise the October 3 Warrant to purchase up to ~~66,401~~ ~~shares of the Company’s common stock~~placement agent at an initial exercise price of $~~3.51~~, subject to adjustment as detailed in the October 3 Warrant. The October 3 Warrant includes a down-round provision under which the October 3 Warrant exercise price could be affected, on a full-ratchet basis, by future equity offerings undertaken by the Company. Subsequent to October 3, 2019, the Company issued convertible debt with a conversion price of $~~2.50~~0.01 per ~~share and accordingly, the October 3 Warrant down-round provisions were triggered. As a result, the October 3 Warrant exercise price was lowered to $2.50~~ ~~and the number of shares issuable upon exercise of warrants was increased to~~ ~~66,667. On January 7, 2020, the Company issued new convertible debt with an initial conversion price of $0.40~~ ~~per share and warrants exercisable at $0.40~~ ~~per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the number of shares issuable upon exercise of the warrants was increased to~~ ~~416,669~~ ~~and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $859,768~~ which represents the fair value transferred to the warrant holders from the down-round feature being triggered. The Company calculated the difference between October 3 Warrant’s fair value on January 7, 2020, the date the down-round feature was triggered using the current exercise price and the new exercise price and the new number of shares issuable upon exercise of the warrants. The deemed dividend was recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. Subsequent to January 7, 2020, additional down-round protection was triggered. As of December 31, 2020, the exercise price of the October 3 Warrant was lowered to $~~0.006~~ ~~per share, and the number of shares issuable upon exercise of the October 3 Warrant was increased.~~

~~Subsequent to January 30, 2020, the Company issued shares of its common stock upon conversion of debt at price lower than $0.40. Accordingly, the exercise prices of the August 2019 Warrants and October 3 Warrant discussed above were lowered to $0.006~~ ~~and the aggregate number of shares issuable upon exercise of the warrants was increased from~~ ~~9,061,143~~ ~~shares to~~ ~~604,076,186~~ ~~shares. Since these warrants were treated as derivative liabilities, no additional deemed dividend was recorded.~~

As discussed in Note 7 above, the Company issued debt that consists of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, default provisions and payment of amortization Payments in stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable exceed the Company’s authorized share limit, effective January 30, 2020, the equity environment was tainted and all convertible debentures and warrants were included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants were recorded as derivative liabilities on the issuance date. On January 30, 2020, the Company evaluated all outstanding warrants to determine whether these instruments are tainted and, due to reasons discussed above, all warrants outstanding were considered tainted. Accordingly, the Company recorded a reclassification from paid-in capital to derivative liabilities of $~~11,381,885~~ ~~for warrants becoming tainted. Upon the increase of the Company’s authorized shares, the warrants were no longer considered tainted and accordingly, the derivative liability was reduced by $81,384. On January 30, 2020, the fair value of the warrants reclassified to derivative liabilities was determined using the Binomial valuation model.~~

~~During the period from June 1, 2020 to June 29, 2020, the Company issued~~ ~~70,203,889~~ ~~shares of its common stock in connection with the cashless exercise of~~ ~~73,635,000~~ ~~warrants. The exercise price was based on contractual terms of the related debt. Additionally, during the three months ended September 30, 2020, the Company issued~~ ~~85,710,419~~ ~~shares of its common stock in connection with the cashless exercise of~~ ~~83,662,448~~ ~~warrants. The exercise price was based on contractual terms of the related debt.~~

~~On June 16, 2020, the Company issued an aggregate of~~ ~~28,100,000five-year warrants to purchase~~ ~~28,100,000~~ ~~shares of the Company’s common stock at an exercise price of $0.06~~ ~~per share, subject to adjustment as defined in the respective warrant to two consultants for services rendered. On June 16, 2020, the Company calculated the fair value of these warrants of $1,963,291~~ ~~which was calculated using the Binomial valuation model with the following assumptions: expected dividend rate,~~ 0~~%; expected term of~~ 5 ~~years; volatility of~~ ~~298.8% and risk-free interest rate of~~ ~~0.33%. During the year ended December 31, 2020, the Company recorded stock-based professional fees of $1,963,291~~ ~~related to these warrants which has been included in professional fees on the accompanying consolidated statement of operations.~~

On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements (see Note 7) with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D (See above). Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $~~500,184, accrued interest payable of $85,828, and Warrants to purchase~~ ~~423,159,293~~ ~~shares of Common Stock for~~ ~~522,726~~ ~~shares of Series D. In connection with the issuance of these shares, the Company recorded a loss on debt extinguishment of $239,678~~ ~~which is associated with the fair market value of the excess shares issued upon conversion of the principal balances and accrued interest converted at the conversion price.~~share.

Warrant activities for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 are summarized as follows:

	Number of Shares Issuable Upon Exercise of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Number of Shares Issuable Upon Exercise of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2019		3,649,861			2.410
Granted		144,801,414			0.027
Cancellations		(23,508,334	)		0.006
Increase in warrants related to price protection		602,626,403			0.006
Cashless exercise of warrants for Series D preferred		(423,159,293	)		0.006
Cashless exercise of warrants for common stock		(157,297,448	)		0.006
Balance Outstanding December 31, 2020		147,112,603			0.052		4.83	$	1,780,356		147,112,603		$	0.052		4.83	$	1,780,356
Granted		1,287,257,147			0.010						1,287,257,147			0.010
Inducement warrants granted		205,626,862			0.010						205,626,862			0.010
Increase in warrants related to price protection		71,965,500			0.010						71,965,500			0.010
Exercises		(521,239,717	)		0.010						(521,239,717	)		0.010
Balance Outstanding December 31, 2021		1,190,722,395		$	0.015		4.74	$	3,831,380		1,190,722,395			0.015		4.74		3,831,380
Exercisable, December 31, 2021		1,190,722,395		$	0.015		4.74	$	3,831,380
Granted											114,000,000			0.010
Exercises											(46,714,286	)		0.010
Balance Outstanding December 31, 2022											1,258,008,109		$	0.014		3.8	$	0
Exercisable, December 31, 2022											1,258,008,109		$	0.014		3.8	$	0

Stock option activities for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 are summarized as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2019		80,000		$			$	-
Granted/Cancelled		-
Balance Outstanding December 31, 2020										80,000	$	8.85		3.33	$	-
Granted/cancelled										-
Balance Outstanding December 31, 2021		80,000		8.84		3.33		-		80,000		8.85		2.33		-
Granted/Cancelled		-		-						-		-
Balance Outstanding December 31, 2021		80,000	$	8.84		2.33	$	-
Exercisable, December 31, 2021		40,000	$	8.84		2.33	$	-
Balance Outstanding December 31, 2022										80,000	$	8.85		1.33	$	-
Exercisable, December 31, 2022										60,000	$	8.85		1.33	$	-

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

On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. The Company’s results of operations for the ~~three and nine months~~year ended ~~September 30,~~December 31, 2021 ~~and 2020~~ include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023.

In connection with the finalization of the ABC, the Assignee has demanded a one time payment of $200,000 to close out the estates of Prime EFS and Shypdirect. The Company is currently negotiating this amount and cannot predict the outcome of this demanded amount. Accordingly, during the year ended December 31, 2022, the Company recorded a contingency loss of $200,000 and as of December 31, 2022, the Company accrued the potential settlement amount of $200,000 which is included in accrued expenses on the accompanying consolidated balance sheet ..

In order to deconsolidate Prime EFS and Shypdirect, the carrying values of the assets and liabilities of Prime EFS and Shypdirect were removed from the Company’s consolidated balance sheet as of September 7, 2021. In connection with the deconsolidation, the Company recognized a gain on deconsolidation of subsidiaries of $12,363,449which is included in “Gain on deconsolidation of subsidiaries” within other income (expenses) during the year ended December 31, 2021 and consisted of the following:

As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets and consisted of the following:

~~SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSET AND LIABILITIES OF CREDITORS~~‌

~~On December 31, 2020, notes payable subject to assignment for benefit of creditors consisted of the following:~~

~~From November 22, 2019 to December 31, 2019, the Company entered into several secured merchant loans in the aggregate amount of $2,283,540. The Company received net proceeds of $1,355,986, net of original issue discounts and origination fees of $927,554~~. Pursuant to these several secured merchant loans, the Company was required to pay the noteholders by making daily and/or weekly payments on each business day or week until the loan amounts were paid in full. Each payment was deducted from the Company’s bank account. During the year ended December 31, 2019, the Company repaid an aggregate of $~~464,344~~ ~~of the loans. During the three months ended March 31, 2020, the Company entered into a new secured merchant loan in the aggregate amount of $1,274,150, which consisted of $670,700~~ ~~of principal transferred to this new loan by two of these secured merchants. The Company received net proceeds of $150,000, net of original issue discounts and origination fees of $453,450. During the year ended December 31, 2020, the Company repaid an aggregate of $1,954,930~~ ~~of these loans, which includes payments pursuant to settlement agreements as discussed below.~~

~~In connection with these settlement agreements, in 2020, the Company recorded a loss on debt extinguishment of $76,777~~ ~~which consisted of the payment of cash of $67,548~~ ~~and the write off of debt of remaining debt discount of $614,809, offset by the reduction of principal balance of $596,390~~ ~~and accrued interest payable of $9,190~~.

~~On December 31, 2021 and 2020, there were no secured merchant loans due and outstanding.~~

~~On December 31, 2020, notes payable related to a promissory note amounted to $80,490~~ and is due on demand and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~80,490~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

~~In connection with the acquisition of Prime EFS, the Company assumed several notes payable liabilities due to entities or individuals. These notes have effective interest rates ranging from~~ 7~~% to~~ 10~~% and are unsecured. On December 31, 2020, Prime EFS remaining notes payable to an entity amounted to $40,000~~ and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~40,000~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

~~During the year ended December 31, 2019, the Company entered into separate promissory notes with several individuals totaling $2,517,150, including $40,000~~ ~~of a previous note rolled into these new notes, and received net proceeds of $2,238,900, net of original issue discounts of $238,250~~. ~~These notes were due between 45 and 273 days from the respective note issuance date. During the year ended December 31, 2019, the Company repaid $1,118,400~~ ~~of these notes. Additionally, during the year ended December 31, 2019, the Company issued~~ ~~439,623~~ ~~shares of its common stock and~~ ~~439,623five year~~ ~~warrants exercisable at $2.50~~ ~~per share upon conversion of notes payable of $978,750~~ ~~and accrued interest of $120,307~~ ~~at a conversion price of $2.50~~ ~~per share. Since the conversion price of $2.50~~ was equal to the fair value of the shares as determined by recent sales of the Company’s common shares, no beneficial feature conversion was recorded. During the year ended December 31, 2020, the Company borrowed additional fund from individuals of $~~443,000, and received net proceeds of $423,000, net of original issue discount of $20,000, the Company repaid $320,500~~ ~~of these funds, and a note with a principal balance of $195,000~~ ~~was transferred into the April 20, 2020 convertible note discussed above. Furthermore, on June 30, 2020, one of these notes with a principal balance due of $150,000~~ ~~and accrued interest payable of $82,274~~ ~~was settled and a new note was entered into with a principal balance of $200,000. This new note bore no interest and was payable in monthly payments of $7,500~~ ~~commencing on July 1, 2020 until paid in full. The Company repaid $15,000~~ ~~of such note. On August 28, 2020, this note payable with a principal balance due of $185,000~~ ~~was cancelled and a new convertible note was entered into with a principal balance of $185,000~~ ~~(See Note 7). On December 31, 2020, Prime EFS notes payable related to one remaining individual amounted to $220,000~~ and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~220,000~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

In connection with the acquisition of Prime EFS, the Company assumed several equipment notes payable liabilities due to entities. On and December 31, 2020, Prime EFS equipment notes payable to these entities amounted to $~~43,364~~ and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, the remaining liability of $~~36,233~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

~~During the years ended December 31, 2019 and 2018, the Company entered into auto financing agreements in the amount of $44,905~~ ~~and $162,868, respectively. On December 31, 2020, Prime EFS auto notes payable to these entities amounted to $151,710~~ and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, the remaining liability of $~~85,175~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

~~On April 2, 2020, the Company’s subsidiary, Shypdirect, entered into a Paycheck Protection Program promissory note (the “~~~~Shypdirect PPP Loan~~~~”) with M&T Bank in the amount of $504,940~~ ~~under the Small Business Administration (the “~~~~SBA~~~~”) Paycheck Protection Program (the “~~~~Paycheck Protection Program~~~~”) of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “~~~~CARES Act~~”). On April 28, 2020, the Shypdirect PPP Loan was approved and Shypdirect received the loan proceeds on May 1, 2020. Shypdirect used the proceeds for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act. The Shypdirect PPP Loan has a ~~two-year term, matures on~~ ~~April 28, 2022, and bears interest at a rate of~~ ~~1.00~~% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), was to commence on November 28, 2020. On December 31, 2020, Shypdirect PPP Loan amounted to $~~504,940~~ and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~504,940~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

~~On April 15, 2020, the Company’s subsidiary, Prime EFS, entered into a Paycheck Protection promissory note (the “~~~~Prime EFS PPP Loan~~~~” and together with the Shypdirect PPP Loan, the “~~~~PPP Loans~~~~”) with M&T Bank in the amount of $2,941,212~~ under the SBA Paycheck Protection Program of the CARES Act. On April 15, 2020, the Prime EFS PPP Loan was approved and Prime EFS received the loan proceeds on April 22, 2020. Prime EFS used the proceeds for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act. The Prime EFS PPP Loan has a ~~two-year term, matures on~~ ~~April 16, 2022, and bears interest at a rate of~~ ~~1.00~~% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), was to commence on November 16, 2020. On December 31, 2020, Prime EFS PPP Loan amounted to $~~2,941,212~~ and is included in liabilities subject to assignment for benefit of creditors on the Company’s consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~2,941,212~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

Neither Prime EFS nor Shypdirect provided any collateral or guarantees for these PPP Loans, nor did they pay any facility charge to obtain the PPP Loans. These promissory notes provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. Prime EFS and Shypdirect may prepay the principal of the PPP Loans at any time without incurring any prepayment charges. These PPP Loans may be forgiven partially or fully if the loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during ~~the twenty-four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs~~. The Company exhausted such funds in the third quarter of 2020. In the fourth quarter of 2020, Shypdirect applied for full forgiveness of the Shypdirect PPP Loan. In the second quarter of 2021, Prime EFS applied for partial loan forgiveness on the Prime EFS PPP Loan in the amount of $~~2,691,884. However, any forgiveness of these PPP Loans is subject to approval by the SBA and M&T Bank and there is no guarantee that such forgiveness will be granted.~~

In connections with the conversion of debt and other debt settlements discussed elsewhere, on the settlement dates, conversion date or repayment dates, for the year ended December 31, 2021, the Company recorded an aggregate gain on debt extinguishment of $~~1,564,941~~ ~~which consists of the following:~~

In connections with the conversion of debt and other debt settlements discussed elsewhere, on the Modification Dates, conversion date or repayment dates, for the year ended December 31, 2020, the Company recorded an aggregate gain on debt extinguishment of $~~7,847,073~~ ~~which consists of the following.~~

From time to time, we may be involved in litigation ~~relating to~~or received claims arising out of our operations in the normal course of business. Other than discussed below, we are not currently a party to any other legal proceeding or are aware of claims that we believe would, if decided adversely, have a material adverse effect on our business, financial condition, or operating results. We also disclose any recent settlements and accruals taken in connection therewith, whether material or not.

Disputes Between ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand

Solely to avoid the expense and distraction of the matter, ~~on February 15,~~effective March 31, 2022, the Company and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, ~~agreed in principle to settle~~settled the above matter for a single payment, by ~~TLSI,~~TLSS, to ERLAC and ELC, in an immaterial amount. Pursuant to the settlement, ~~on March 31, 2022,~~ the Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand. In connection with this settlement, in April 2022, the Company ~~shall pay~~paid ERLAC and ELC $30,000 ~~to ERLAC, ELC and their affiliates~~, which amount as December 31, 2021 ~~has~~had been accrued and included in accrued expenses on the accompanying consolidated balance sheets.

As a result of the March 2022 settlement, and since the Company has not received any further communications concerning this matter, the Company considers the matter to be closed and terminated.

By letter dated April 28, 2020, a prior investor in the Company, Bellridge Capital, L.P. (“Bellridge”), claimed that the Company was in breach of its obligations under an August 29, 2019 letter agreement to issue a confession of judgment and to pay Bellridge $~~150,000~~ ~~per month against the amounts due under,~~ ~~inter alia,~~ ~~a June 2018 promissory note, as amended. In the April 28, 2020 letter, Bellridge contended that TLSI owed Bellridge $1,978,557.76~~ ~~with interest accruing daily.~~

TLSI contends that in an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other provisions, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020 under any and all convertible and nonconvertible indebtedness ($~~2,150,000), a new maturity date on the indebtedness (April 30, 2021), and a price of $0.02~~ ~~for the conversion of all Bellridge indebtedness into shares of Company Common Stock.~~

On September 11, 2020, a prior lender to the Company, Bellridge ~~nevertheless~~Capital, L.P., filed a civil action against ~~TLSI, John Mercadante~~TLSS and ~~Douglas Cerny~~others in the ~~U.S.~~United States District Court for the Southern District of New ~~York, captioned~~ ~~Bellridge Capital, L.P. v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny~~.York. The case was assigned Case No. 20-cv-7485. The complaint alleged two separate claims (the first and second claims for relief) for purported violations of section 10(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder, against the Company, Mr. Mercadante and/or Mr. Cerny; a claim (the third claim for relief) purportedly for control person liability under section 20(a) of the Exchange Act against Messrs. Mercadante and Cerny; a claim (the fourth claim for relief) purportedly for fraudulent inducement against the Company; a claim (the fifth claim for relief) purportedly for breach of an exchange agreement between Bellridge and the Company allegedly dated April 13, 2019 (the “Exchange Agreement”); a claim (the sixth claim for relief) against the Company purportedly for specific performance of the Exchange Agreement; a claim against the Company (the seventh claim for relief) for purported non-payment of a promissory note dated December 26, 2018 pursuant to which the Company borrowed $~~300,000~~ ~~and committed to pay Bellridge $330,000~~ ~~on or by~~ ~~March 15, 2019~~ ~~plus~~ ~~10%~~ interest per annum (the “December 2018 Note”); a claim (the eighth claim for relief) purportedly for a declaratory judgment that the Company allegedly failed to comply with a condition precedent to the effectiveness of a subordination agreement (the “Subordination Agreement”) executed and delivered in August 2019; and a claim (the ninth claim for relief) for breach of an assignment agreement, executed on or about July 20, 2018 (the “Partial Assignment Agreement”) in connection with a purchase of ~~50,000~~ ~~shares of Company Series A convertible preferred stock, by Bellridge, from third parties.~~

~~The original complaint in~~On April 29, 2022, all parties to the Bellridge State Court Action ~~asserted 11 causes~~agreed to settle the case and exchange mutual general releases for a cash payment by the Company to Bellridge of ~~action: (1) against TLSI, allegedly~~$250,000, which amount was paid in May 2022, at which time the releases took effect. In partial consideration for ~~breach of a convertible promissory note issued June 18, 2018 (the “June 2018 Note”), seeking $539,114.06~~ ~~in allegedly unpaid principal plus interest, costs~~the settlement, the Company and ~~expenses; (2) against TLSI,~~Bellridge also ~~allegedly for breach of~~cancelled the ~~June 2018 Note, seeking $343,000~~700,000 plus interest, costs and expenses allegedly for TLSI’s purported failure to honor certain conversion notices in timely fashion; (3) against TLSI, allegedly for breach of the December 2018 Note, seeking $~~196,699~~ ~~plus interest, costs and expenses; (4) against TLSI, allegedly for breach of a purported obligation to deliver~~ shares of ~~Common~~Series B Preferred Stock ~~under~~previously held by Bellridge, as reflected on the ~~Exchange Agreement, seeking $3,337,500~~ ~~plus costs and interest; (5) against TLSI and Mercadante, allegedly for fraud in~~Company’s balance sheets as of December 31, 2021. In connection with this settlement, during the ~~Exchange Agreement, seeking~~year ended December 31, 2022, the Company recorded settlement expense of $~~447,500~~227,811 ~~plus costs and interest; (6) in the alternative to the 5~~^th ~~claim against TLSI and Mercadante, allegedly for negligent misrepresentation in connection with the Exchange Agreement, seeking $447,500~~ ~~plus costs and interest; (7) against TLSI, allegedly for breach of certain terms relating to the conversion of~~ ~~31,500~~ ~~series A preferred shares, seeking not less than $57,960~~; (8) against TLSI and Mercadante, allegedly for fraudulent inducement of an August 30, 2019 subordination agreement (the “Subordination Agreement”), seeking a declaration annulling the Subordination Agreement; (9) against TLSI, allegedly for failing to provide all consideration recited in a purported side letter allegedly relating to and modifying the Subordination Agreement, seeking a declaration that Bellridge is discharged from its obligations under the Subordination Agreement; (10) against TLSI, allegedly for failing to honor a condition precedent to the subordination side letter, seeking a declaration that Bellridge is discharged from any obligations under the Subordination Agreement; and (11) against TLSI, allegedly for breach of the Subordination Agreement and/or the side letter, seeking damages in an amount to be determined at trial..

~~It is uncontested (a) that the purchase price under the June 2018 Note was $1,665,000~~SCS, LLC v. TLSS ~~and (b) that the principal amount of the June 2018 Note was $2,497,503. Hence the June 2018 Note was issued at a~~ ~~33.33% discount (OID). The June 2018 Note called for the payment of interest computed at the rate of~~ 10% per annum prior to any default. The term of the June 2018 Note was one year. The June 2018 Note calls for the application of New York law. TLSI contends that, since the total interest payable under the Note at issuance (including OID) was more than 40% per annum, for a period of one year, the June 2018 Note was void ~~ab initio~~ ~~under N.Y. Penal Law § 190.40 and cannot be enforced in this action.~~

~~It is also uncontested (a) that the purchase price under the December 2018 Note was $300,000~~ ~~and (b) that the principal amount of the December 2018 Note was $330,000. Hence the December 2018 Note was issued at a~~ 10~~% discount (OID). The Note called for the payment of interest computed at the rate of~~ 10~~% per annum prior to any default. The term of the Note was under~~ 90 ~~days; that is, it was made payable, in full, on March 15, 2019, after which the principal amount increases “by~~ 30%” and default interest is due under the instrument at a rate of 18% per annum (§ 7(b)). The December 2018 Note, by its terms, is governed by New York law. TLSI contends that, since the total interest payable under the Note, over its term of under 90 ~~days, including OID, was more than 40% per annum, the December 2018 Note, like the June 2018 Note, is void under N.Y. Penal Law § 190.40 and cannot be enforced in this action.~~

TLSI also alleges that, in the Exchange Agreement, Bellridge was able to dictate terms and extract concessions from TLSI that were commercially unreasonable and unconscionable. TLSI alleges that Bellridge was able to do so solely because of Bellridge’s violations of N.Y. Penal Law § 190.40 in July 2018. As such, TLSI believes the Exchange Agreement is null and void under N.Y. Penal Law § 190.40 and cannot be enforced in this action. TLSI further alleges (a) that Bellridge has no damages under the two promissory notes because, giving effect to its conversions and cash payments by TLSI, Bellridge had no out-of-pocket losses and made upward of $~~500,000~~ ~~on an investment of $1.92~~ ~~million; (b) that Bellridge exchanged all its series A preferred for~~ ~~32,500~~ ~~shares of TLSI common stock and that TLSI fully honored a notice of conversion regarding the series A shares; (c) that Bellridge exchanged~~ ~~700,000~~ ~~of the~~ ~~1,160,000~~ ~~shares of Company Common Stock to which it was entitled under the Exchange Agreement into series B preferred; (d) that Bellridge has no actionable claim for breach of the Exchange Agreement~~ ~~inter alia~~ ~~because Bellridge did not even de-legend and seek to sell the~~ ~~492,500~~ ~~shares of Company Common Stock which Bellridge concedes were delivered; and (e) that Bellridge has no actionable claim for breach of the Subordination Agreement~~ ~~inter alia~~ ~~because the subordination side letter was merged into the Subordination Agreement and because Bellridge converted all TLSI indebtedness held in July-August 2020 profitably.~~

On ~~June 4,~~January 14, 2021, ~~TLSI and Mercadante moved~~a former financial consultant to dismiss this action for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On October 20, 2021, the Court decided the MTD, dismissing all claims in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company, ~~filed its Answer in this case. On November 18, 2021, Bellridge~~SCS, LLC, filed an Amended Complaint purporting to revive its claims for fraud and negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the Defendants filed a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In February 2022, all proceedings in this action ~~were stayed 60 days to facilitate a mediation.~~

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

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

On ~~July 22, 2020,~~February 9, 2021, the Company filed its answer, defenses and counterclaims in this action. Among other ~~allegations,~~things, the Company ~~averred~~avers that SCS’s claims ~~were~~are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also ~~averred~~avers, in its counterclaims, that ~~SCS’s alleged~~SLS owes the Company damages ~~must be reduced by the compensation and other benefits received by Lawrence Sands, founder of SCS, as a W-2 employee~~in excess of the ~~Company. The Company also averred that~~$42,000 sought in the ~~New York Supreme Court lacked subject matter jurisdiction of the~~main action because ~~SCS conceded~~SLS was at least grossly negligent in any due diligence it ~~is a Florida LLC based in Florida and~~undertook before recommending that the Company ~~is a Nevada corporation based~~acquire Prime EFS LLC in ~~Florida.~~

The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously. ~~Trial has been tentatively set for some time in 2022.~~

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

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

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

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

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

~~The damages sought by each claim were identical: “approximately $2,000,000, representing $1,040,000~~ ~~in [alleged] severance”; $759,038.41~~ ~~in alleged “accrued but unpaid salary”; and non-cash benefits under the alleged executive employment agreement.~~

On September 19, 2020, attorneys for Frank Mazzola’s mother, Rosemary Mazzola, filed an action in the United States District Court for the Southern District of New York against the Company and Douglas Cerny. The case was assigned docket number 1:20-cv-7582 and assigned to USDJ Gregory H. Woods. In this action, Ms. Mazzola claims that the Company entered into and breached an unspecified contract by failing to pay her $~~94,000. In addition, the complaint claims that, although he was not a party to the unspecified contract, Mr. Cerny falsely represented that the Company intended to “repay” Ms. Mazzola $94,000~~ ~~plus interest. The complaint seeks $94,000~~ from each defendant, plus late fees, costs, prejudgment interest and attorneys’ fees and, from Mr. Cerny, punitive damages in an unspecified amount. The complaint also alleges claims for account stated and breach of implied warranty of good faith and fair dealing, allegedly premised on the same indebtedness.

~~On November 23, 2020, counsel for Ms. Mazzola filed an Amended Complaint in this action, dropping Mr. Cerny and adding Prime EFS, LLC as a party. The new pleading demanded $209,000~~ ~~rather than the $94,000~~ ~~in damages previously alleged.~~

On September 16, 2021, each of these entities filed papers in opposition to this motion.

On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action.

TLSS intends to vigorously defend ~~themselves~~itself in this action and to pursue the third-party actions, in the name and right of Prime and Shypdirect, against both County Hall and TCE/ Acrisure.

~~As previously reported, by letter dated October 9, 2020, attorneys representing Patrick Nicholson alleged that Prime EFS is in default of its payment obligations under a “~~10~~% Senior Secured Demand Promissory Note” issued February 13, 2019, in the principal amount of $165,000, and under a second promissory note issued April 24, 2019 in the principal amount of $55,000~~.

~~In the demand, the attorneys for Mr. Nicholson allege the total balance owed, including interest, is $332,702.84~~ ~~and that interest is continuing to accrue on each promissory note.~~

~~In the demand, the attorneys for Mr. Nicholson also contend that TLSI is jointly and severally liable with Prime EFS for this balance.~~

In the case, Airport ~~seeks~~sought to evict ~~the tenants~~Cougar Express forthwith and to collect $51,079.78 for each month of holdover occupancy starting January 1, 2022 through the month of any eviction, plus statutory interest, costs and attorneys’ fees. $51,079.78 is twice the monthly rent collected in the last year of the expired lease and is computed correctly under the holdover provision in the expired lease. ~~TLSI does not believe it can be held liable in this case because, unlike its subsidiary Cougar Express, TLSI was not tenant in the subject premises nor has it ever conducted business there.~~

~~In March~~By stipulation filed with the Court on May 19, 2022, this matter was settled and terminated. Pursuant to the settlement, Cougar Express agreed to pay, and ~~Airport began discussions in hopes~~paid, certain unpaid common charges of ~~settling this matter. To facilitate those discussions, on or about March 9, 2022, Cougar paid~~$8,016.25 and monthly rent ~~to Airport~~ at a rate of $33,275 per month ~~for January-March, 2022, inclusive, expects to pay rent for~~until Cougar Express vacated the ~~month of April 2022 at the same rate ($33,275), and may need to pay rent at the same rate in future months. In consideration for this interim arrangement, Airport adjourned the hearing date on its petition~~premises. Cougar Express also agreed to vacate ~~from March 10, 2022~~the Valley Stream premises by September 30, 2022. Following Cougar’s acquisition of JFK Cartage, Cougar Express was able to ~~April 7,~~vacate, and vacated the Valley Stream location by September 30, 2022.

~~While Cougar Express intends, among various options, to continue to discuss with Airport a possible lease extension for~~Since the ~~Valley Stream~~May 2022 settlement and Cougar’s vacating the subject premises ~~there can be no assurance that those discussions will,~~ in ~~fact, result in a lease extension on terms Cougar Express finds acceptable.~~ Intimely fashion, the ~~event Cougar Express does~~Company has not ~~sign a lease extension with Airport, it is likely that Airport will continue to press its lawsuit for holdover rent of $51,079.78 per month for each month of occupancy until Cougar Express exits~~received any further communications concerning this matter. The Company therefore views the ~~premises, plus statutory interest, costs~~matter as closed and ~~attorneys’ fees, while giving Cougar a credit for any and all rent paid in CY 2022.~~terminated.

In the second quarter of 2022, COR Holdings LLC, a lender to the Company’s former Prime EFS subsidiary, made an informal (email) demand that it be issued 3,882,480 shares of Company common stock in exchange for an alleged $97,062 balance due. The Company had, pursuant to a debt conversion rights agreement dated August 28, 2020, granted COR a one-year option to exchange the debt at $0.025 per share of Company common stock; however, COR never exercised that option prior to its expiration on August 28, 2021. The Company believes, on advice of counsel, that COR’s sole remedy for the unpaid debt is through Prime EFS’s Assignment for Benefit of Creditors proceeding in New Jersey. Therefore, if COR chooses to pursue this claim against the Company, the Company intends to oppose it vigorously. However, because no formal claim has been filed, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with this claim.

In the first quarter of 2022, an attorney representing Ryder Truck Rental issued a letter to certain former officers and employees of the Company’s former Shypdirect subsidiary, demand payment of $308,240.65 under certain open invoices for trucks leased by Shypdirect, $1,141,211.55 in certain additional charges under a 2018 contract, and $434,835.66 in attorney’s fees. Solely to avoid the expense and distraction of litigation, including without limitation, certain alter ego and derivative liability claims alleged by Ryder, on August 5, 2022, the Company, pursuant to a Settlement Agreement and Mutual General Releases dated August 2, 2022, paid Ryder $6,500 in full and final settlement. The release of claims executed by Ryder covers, among others, the Company and all its former and current subsidiaries, directors, officers and employees as well as all former members and managers of Shypdirect. Since the August 2022 settlement, the Company has not received any further communications concerning this matter. The Company therefore views the matter as closed and terminated.

In this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December 28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for ten (10) days. Plaintiff alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who “questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.” She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees.

On December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The case is currently in discovery. The conduct alleged in the complaint occurred prior to the Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that, in relation to this action, it has a right to full indemnification from the selling stockholder (including for attorneys’ fees) as well as set-off rights against notes payable to the selling stockholder.

Owing to (among other things) the fact that discovery in this action has just begun, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.

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.

In an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues.

The conduct alleged in the Pryor complaint occurred prior to the Company’s September 16, 2022 acquisition of FCI. The selling stockholder of FCI has advised the Company that the truck in question was not owned by FCI at the time of the accident. The Company is currently investigating this issue as well as who the driver’s employer was at the time of the accident.

Owing to (among other things) the above uncertainties, 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.

Prior to January 4, 2022, the Company retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Under the Consulting Agreement, prior to January 4, 2022, Sebastian Giordano, the CEO and principal of Ascentaur, provided management services to the Company in the role of chief executive under direction of the Board. Prior to the termination of this agreement, Ascentaur received a base consulting fee of $300,000annually, payable in installments of $12,500twice a month and during 2021, received eligible bonuses of $~~184,621~~217,187 based on certain Company revenue, EBITDA, market capitalization or capital raise milestones. In addition, upon approval by the Board, Ascentaur received stock warrants to purchase up to 25,000,000shares of common stock of the Company at an exercise price of $0.06per share. In addition, during 2021, Mr. Giordano received reimbursement of $25,812 for health benefits. The Company terminated this Consulting Agreement effective January 4, 2022, when Mr. Giordano became Chair, President and CEO of the Company.

On ~~March 2, 2021, Shypdirect received~~January 3, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a ~~demand letter from Ryder Truck Rental, Inc. (“Ryder”) related~~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 ~~a breach~~Ascentaur), at the discretion of the ~~Truck Lease~~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 ~~Service Agreement between Shypdirect and Ryder, dated October 9, 2018.~~benefits as generally made available to the Company’s executives. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with thethis employment agreement, ~~for $2,871,272. In connection with this breach, as of December 31, 2020, the Company wrote off security deposits of $164,565~~ ~~and has a recorded contingent liability of $2,871,272~~ ~~which is related to the default~~ on ~~truck leases for non-payment of monthly lease payments and the lessor’s demand for payment of the trucks for an aggregate contingency loss of $3,035,837~~. The Company intends to dispute this demand and has returned all of the trucks to Ryder as Shypdirect is no longer using the trucks and accordingly, the trucks are not included as assets in the accompanying consolidated balance sheet.

~~On December 31, 2020, contingency liability related to the Ryder termination amounted to $2,871,272~~ and is included in liabilities subject to assignment for benefit of creditors on the accompanying consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~2,871,272~~ ~~was deconsolidated and removed from~~March 11, 2022, the Company’s ~~consolidated balance sheet.~~Board of Directors granted the chief executive officer 122,126,433 shares of its common stock (see Note 9).

On January, 3, 2022, the Company retained the services of Mr. James Giordano (no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., a LTL/line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James Giordano’s employment with the Company is at will. He will receive annual compensation of $250,000 as well as annual discretionary bonuses and equity grants, business expense reimbursement and benefits as generally made available to the Company’s executives. On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $125,000 and will record stock-based compensation expense over the vesting period (See Note 9).

On July 6, 2022, the Company entered into a definitive Employment Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for “cause” as defined in such agreement. Annual base compensation is $250,000, with an annual bonus for 2022 in total up to a maximum of $125,000 per year conditioned on the achievement of specified milestones, and future annual bonuses to be conditioned on achievement of milestones to be negotiated based on the circumstances of the Company at such time.

On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connection and Mr. Joseph Corbisiero entered into an employment agreement to act as Freight Connections chief executive officer with a term extending through September 16, 2025, which provides for initial annual compensation of $165,000. Base salary shall increase to $175,000 in year two and $200,000 in year three. In addition, Mr. Corbisiero shall be entitled to annual discretionary bonuses based on Freight Connection’s achievement of certain performance results for earnings before interest, taxes, and depreciation and amortization. Furthermore, Mr. Corbisiero shall have the opportunity to earn annual discretionary bonuses in the form of grants of stock options, restricted stock or other equity, at the discretion of the Company’s Board of Directors, up to 25% of the annual base salary and such grant would vest over a three-year period. Mr. Corbisiero shall be entitled to business expense reimbursement and benefits as generally made available to the Company’s executives and shall receive an $800 per month auto allowance.

~~In connection with the acquisition of Prime EFS, the Company acquired a balance of $14,019~~ ~~that was due from the former majority owner of Prime EFS, Rosemary Mazzola. Pursuant to the terms of the SPA, the Company agreed to pay $489,174~~ ~~in cash to the former majority owner of Prime EFS who then advanced back the $489,174~~ ~~to Prime EFS. During the period from Acquisition Date of Prime EFS (June 18, 2018) to December 31, 2018, the Company repaid $216,155~~ ~~of this advance. During the year ended December 31, 2019, the Company repaid $130,000~~ ~~of this advance. During the year ended December 31, 2020, the Company repaid $35,000~~ ~~of this advance. This advance is non-interest bearing and is due on demand. On December 31, 2020, amount due to this former majority owner of Prime amounted to $94,000~~, and have been included in liabilities subject to assignment for benefit of creditors on the accompanying consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $~~94,000~~ ~~was deconsolidated and removed from the Company’s consolidated balance sheet.~~

~~During the year ended December 31, 2019, a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $88,000. Additionally, during the year ended December 31, 2020, this employee advanced the Company $75,000~~ ~~and was repaid $163,000. During the year ended December 31, 2020, the Company paid this employee interest of $57,200~~ ~~related to these working capital advances. On December 31, 2021 and 2020, amounts due to this former related party employee amounted to $~~0.

During the year ended December 31, 2019, an entity which is controlled by a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $~~25,000. In January 2020, this advance was repaid. During the year ended December 31, 2020, the Company paid this entity interest expense of $27,500~~ ~~related to 2019 working capital advances made. On December 31, 2021 and 2020, amounts due to this former related party entity amounted to $~~0.

On December 22, 2020, the Company’s former chief executive officer advanced the Company $30,000. The advance is non-interest bearing and payable on demand. On ~~December 31, 2020, amount due to the former chief executive officer amounted to $30,000~~ ~~and has been included in due to related parties on the accompanying consolidated balance sheet. On~~ January 29, 2021, the Company repaid this advance.

During the period from September 17, 2022 to December 31, 2022, Freight Connections incurred outside trucking costs with companies owned by the Freight Connections Seller, who is currently Freight Connection’s chief executive officer. In connection with the outside trucking services, Freight Connections recorded aggregate outside trucking expense of $759,614, which is included in costs of sales on the accompanying consolidated statement of operations. As of December 31, 2022, the aggregate amount due to these companies amounted to $115,117, which is included in accounts payable on the accompanying consolidated balance sheet.

On July 3, 2019, the Company entered into a note agreement with an entity that is controlled by the Company’s former chief executive officer’s significant other, in the amount of $500,000. Commencing on September 3, 2019 and continuing on the third day of each month thereafter, payments of interest only on the outstanding principal balance of this note was due and payable. Commencing on January 3, 2020 and continuing on the third day of each month thereafter through January 3, 2021, equal payments of principal and interest should have been made. The principal amount of this note and all accrued, but unpaid interest under this note was due and payable on the earlier to occur of (i) January 3, 2021~~(the “~~~~CEO~~ (the “CEO Note Maturity ~~Date~~”Date”), or (ii) an Event of Default (as defined in the note agreement). Interest accrued with respect to the unpaid principal sum identified above until such principal was paid at a rate equal to 18% per annum. ~~On December 31, 2020, interest payable to related parties amounted to $173,692~~ ~~and is included in due to related parties on the accompanying consolidated balance sheets, respectively.~~ On March 17, 2021, the Company and the noteholder entered into a forbearance agreement whereby the Holder agreed to forbear from prosecuting any enforcement efforts in respect of the Note and extended the payment of the note until December 31, 2021. On October 31, 2021, the Company and this related party note holder entered into a confidential settlement agreement and mutual release. The Parties ~~have agreed to adjust, settle~~adjusted, settled and ~~compromise~~compromised the principal balance of the Note of $500,000and unpaid accrued interest thereon of $240,822, for a discounted amount of $600,000, in full settlement of any and all amounts outstanding. The settlement amount was paid in November 2021. In connection with this settlement agreement, during the year ended December 31, 2021, the Company recorded a gain on debt extinguishment - related party of $148,651. ~~On December 31, 2021 and 2020, notes payable – related party amounted to $~~0 ~~and $500,000, respectively.~~

During the year ended December 31, 2021, ~~and 2020,~~ interest expense associated with advances from related parties and related party notes payable amounted to $74,959 and $~~174,947~~ ~~and~~ is included in interest expense – related parties on the accompanying consolidated statement of operations.

On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connections issued a promissory note in the amount of $4,544,671 to the Freight Connections Seller, who became the chief executive officer of Freight Connections. The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections. On December 31, 2022, the principal amount related to this note was $4,544,671, which is included in notes payable on the accompanying balance sheet (See Note 8).

For the year ended December 31, 2022, two customers represented 22.8% of the Company’s total net revenues (11.9% and 10.9%, respectively). For the year ended December 31, 2021, four customers represented 74.5% (28.5%, 21.6%, 12.5% and 11.9%, respectively) of the Company’s total net revenues, respectively.

On December 31, 2022, three customers represented 46.7% (18.2%, 17.9% and 10.6%, respectively) of the Company’s net accounts receivable balance. On December 31 2021, three customers, represented 48.4% of the Company’s accounts receivable balance (22.7%, 13.0% and 12.7%, respectively).

NOTE 14 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES

~~In December 2018,~~As a result of the acquisition of JFK Cartage and Freight Connection, the Company ~~entered into a lease agreement~~assumed several non-cancelable operating leases for the lease of office, ~~and~~ warehouse ~~space~~spaces, and parking ~~spaces under a non-cancelable operating lease through~~ ~~December 2023. From the lease commencement date until the last day of the second lease year, monthly rent will be $14,000. At the beginning of the 30~~^th ~~month following the commencement date and through the end of the term, minimum rent will be $14,420~~ ~~per month. In January 2019, the Company paid a security deposit of $28,000. During 2021, this security deposit was applied against rent due.~~

~~In July 2019, the Company entered into a~~ ~~4.5-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through~~ ~~February 2024. From the lease commencement date until the last day of the second lease year, monthly rent will be $10,000. At the beginning of the 25~~^th ~~month following the commencement date and through the end of the term, minimum rent will be $10,500~~ ~~per month. In July 2019, the Company paid a security deposit of $20,000. During 2021, this security deposit was applied against rent due.~~

~~In July 2019, the Company entered into a~~ ~~five-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through~~ ~~August 2024. During the first year on the lease term, the base monthly rent will be $18,000~~ ~~and will~~ ~~increase by 3% each lease year. Additionally, the Company will pay its portion of operating expenses. As of December 31, 2019, the Company paid a security deposit of $18,000. During 2021, this security deposit was applied against rent due.~~

Due to a reduction in the Company’s revenues and the loss of its Amazon revenues, during the second and third quarter of 2021, the Company abandoned the above properties. Accordingly, during the year ended December 31, 2021, the Company wrote the remaining balance of these right of use assets and recorded a loss on lease abandonment of $~~1,223,628. As of and December 31, 2020, the remaining lease liabilities related to these abandoned properties of $1,483,460~~ have been included in liabilities subject to assignment for benefit of creditors on the accompanying consolidated balance sheets (see Note 10). As of December 31, 2020, the remaining right of use assets aggregating totaling $~~1,445,274~~ ~~have been included in assets subject to assignment for benefit of creditors on the accompanying consolidated balance sheets (see Note 10).~~

In adopting ASC Topic 842, Leases (Topic 842), on January 1, 2019, the Company ~~has~~had elected the ‘package of practical expedients’, which ~~permit~~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 month 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 year ended December 31, ~~2021~~2022 and ~~2020,~~2021, in connection with ~~these~~its property operating leases, ~~other miscellaneous rental payments and common area maintenance costs,~~ the Company recorded rent expense of $~~599,820~~1,398,401 and $~~651,806~~599,820, respectively, which is expensed during the ~~period~~year and included in operating expenses on the accompanying consolidated statements of operations.

~~Cougar Express’s lease of the Valley Stream, New York facility from which it conducts business expired on~~ ~~December 31, 2021. Cougar Express is holding over in the facility while it attempts to negotiate a lease renewal with its landlord. The holdover rent is~~ ~~200%~~ of the base rental rate Cougar Express paid in 2021. Alternatively, Cougar Express is exploring options to move its operations to another facility. The Company expects that, whether Cougar Express renegotiates with its existing landlord or finds new space, it will pay materially higher rent in 2022 and future years.

~~During the years ended December 31, 2021 and 2020, the Company recognized sublease income of $194,823~~ ~~and $376,750~~ ~~which is included in other income on the accompanying consolidated statement of operations, respectively.~~

The significant assumption used to determine the present value of the lease ~~liability~~liabilities was a discount ~~rate~~rates of ~~10%~~ to ~~12%~~9% which was based on the Company’s estimated average incremental borrowing rate.

On ~~and~~ December 31, ~~2021~~2022 and ~~2020,~~2021, right-of-use asset (“ROU”) is summarized as follows:

On December 31, ~~2021~~2022 and ~~2020,~~2021, operating lease liabilities related to the ROU assets are summarized as follows:

~~NOTE 15 –~~ On December 31, 2022, future minimum base lease payments due under non-cancelable operating leases are as follows:

~~For the year ended December 31, 2021, four customers represented~~ ~~74.5%~~ (~~28.5%~~, ~~21.6%~~, ~~12.5%~~ ~~and~~ ~~11.9%, respectively) of the Company’s total net revenues, respectively. For the year ended December 31, 2020, one customer, Amazon, represented~~ ~~96.7%~~ ~~of the Company’s total net revenues. On December 31, 2021, four customers, represented~~ ~~48.4%~~ ~~of the Company’s accounts receivable balance (22.7%~~, ~~13.0%~~ ~~and~~ ~~12.7%, respectively).~~

The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, ~~2021~~2022 and ~~2020~~2021 consist only of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income.

The items accounting for the difference between income taxes at the effective statutory rate and the Company’s effective tax rate for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 were as follows:


	Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2022			Year Ended December 31, 2021

Income tax provision (benefit) at U.S. statutory rate		21.00	%		(21.00	)%
Income tax provision (benefit) – State		6.50	%		3.97	)%
Income tax benefit at U.S. statutory rate								(21.00	)%		21.00	%
Income tax benefit – State								(6.50	)%		6.50	%
Permanent items		(89.99	)%		19.33	%		11.8	%		(89.99	)%
Effect of change in valuation allowance		62.49	%		5.64	%		(15.7	)%		62.49	%
Effective income tax rate		0.00	%		0.00	%		0.00	%		0.00	%

The Company’s approximate net deferred tax asset as of December 31, ~~2021~~2022 and ~~2020~~2021 was as follows:


	December 31, 2021			December 31, 2020			December 31, 2022			December 31, 2021
Deferred Tax Asset:
Net operating loss carryover	$	12,004,635		$	8,095,756		$	13,269,533		$	12,004,635
Less: valuation allowance		(12,004,635	)		(8,095,756	)		(13,269,533	)		(12,004,635	)
Net deferred tax asset	$	-		$	-		$	-		$	-

The net operating loss carryforward was approximately $~~46,159,703~~ 50,759,000on December 31, ~~2021.~~2022. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, ~~2021~~2022 and 2021 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the year ended December 31, ~~2021,~~2022, the valuation allowance increased by $~~3,908,879~~1,264,898. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The 2017 estimated loss carry forward of $120,600expires on December 31, ~~2037~~.2037. Subsequent to 2017, all estimated loss carry forwards may be carried forward indefinitely subject to annual usage limitations.

The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s ~~2017~~2019 to ~~2021~~2022 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

~~Common shares~~Shares issued ~~upon~~in connection with conversion of Series EG preferred shares

On January ~~19, 2022,~~31, 2023, the Company issued ~~75,000,000~~6,192,653 shares of its common stock in connection with the conversion of ~~19,947~~4,000 shares of Series E.G and accrued dividends payable of $2,678. The conversion ratio was based on the Series EG certificate of designation, as amended.

On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~70,000~~ ~~shares of Series G and (ii) Warrants to purchase~~ ~~70,000,000~~ ~~shares of the Company’s common stock which are equal to~~ ~~1,000~~ ~~warrants~~Shares issued for ~~each for each share of Series G purchased (the “January 2022 Series G Offering”). The gross proceeds to the Company were $700,000~~compensation~~, or $10.00~~ ~~per unit. The Company paid placement agent fees of $70,000~~ ~~and received net proceeds of $630,000~~. On March 4, 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~25,000~~ ~~shares of Series G and (ii) Warrants to purchase~~ ~~25,000,000~~ ~~shares of the Company’s common stock which are equal to~~ ~~1,000~~ ~~warrants for each for each share of Series G purchased (the “March 2022 Series G Offering”). The gross proceeds to the Company were $250,000, or $10.00~~ ~~per unit. The Company paid placement agent fees of $25,000~~ ~~and received net proceeds of $225,000. The initial exercise price of the Warrants related to the January 2022 and March 2022 Series G Offerings is $0.01~~ ~~per share, subject to adjustment. Additionally, the Company paid the placement agent was issued~~ ~~19,000,000~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share. The aggregate cash fees of $95,000~~ ~~was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.~~

~~During the period from January 1, 2022 to March 24, 2022, the Company issued~~ ~~24,571,429~~ ~~shares of its common stock and received proceeds of $245,714~~ ~~from the exercise of~~ ~~24,571,429~~ ~~warrants at $0.01~~ ~~per share.~~

On January 3, ~~2022,~~ ~~the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $~~ ~~400,000~~ as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives. ~~Pursuant to this employment agreement, on March 11, 2022,~~2023, the Company’s Board of Directors granted the chief ~~executive~~operating officer ~~122,126,433~~ ~~shares of its common stock (see below).~~

~~On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer~~ ~~122,126,433~~21,634,615 shares of its common stock which were valued at $~~1,343,391~~90,865, or $~~0.011~~0.0042 ~~per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of~~ ~~30,531,608~~ ~~shares vesting on January 3, 2022, and~~ ~~30,531,608~~ ~~common shares vesting each year quarter through January 3, 2025. In connection with these shares, the Company valued these common shares at a fair value of $1,343,391~~ ~~and will record stock-based compensation expense over the vesting period.~~

~~On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of~~ ~~5,454,546~~ ~~common shares of the Company which were valued at $60,000, or $0.011~~ per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of ~~1,363,636.50~~ 5,408,653shares vesting on March 31, ~~2022,~~2023, and ~~1,363,636.50~~ 5,408,654common shares vesting each quarter through December 31, ~~2022.~~2023. In connection with these shares, the Company valued these common shares at a fair value of $~~60,000~~ 90,865and will record stock-based compensation expense over the one year vesting period.

On March ~~11, 2022~~12, 2023, Signature Bank was closed by its state chartering authority, the New York State Department of Financial Services. On the same date the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver and ~~effective January 4, 2022,~~transferred all customer deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. The Company ~~agreed~~automatically became a customer of Signature Bridge Bank, N.A. as part of this action. Normal banking activities resumed on Monday, March 13, 2023. The Company is currently looking at additional banking options to ~~grant restricted stock awards~~ensure that its exposure is limited or reduced to the ~~Company’s chief financial officer for~~ ~~11,363,636~~ ~~common shares of the Company which were valued at $125,000, or $0.011~~ ~~per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of~~ ~~2,840,909~~ ~~shares vesting on March 31, 2022, and~~ ~~2,840,909~~ ~~common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $125,000~~ ~~and will record stock-based compensation expense over the vesting period.~~FDIC protection limits.

In January 2023, Recommerce repaid the note receivable plus all interest due to the Company ~~agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for~~ ~~22,727,273~~ ~~common shares of the Company which were valued at $250,000, or $0.011~~ per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest immediately. In connection with these shares, the Company valued these common shares at a fair value of $~~250,000~~ ~~and will record stock-based compensation expense of $250,000~~(See Note 4).

~~See Note 12.~~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, Inc., 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 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 Trucking, Inc. 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. TLSS-STI: (i) paid $365,613 in cash at closing and paid closing expenses of $158,700; (ii) assumed and paid off $152,748 in vehicle debt; and (iii) entered into a $1,572,939 secured promissory note with the Seller, with interest accruing at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of Severance Trucking, Inc. and a corporate guaranty from TLSS. The purchase price is subject to a post-closing adjustment, up or down, determined by the amount by which Severance Trucking, Inc. working capital as of the close of business on January 31, 2023, exceeds or falls short of the target working capital, as of September 30, 2022, on which the purchase price was calculated.

One of the Sellers also entered into a consulting agreement, including non-competition and non-solicitation provisions, to continue with Severance Trucking, Inc. 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:

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Under the supervision and with the participation of our management, including Sebastian Giordano, our Chief Executive Officer (“CEO”) and James Giordano, our Principal Accounting Officer (“PAO”), we carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Rule 13a-15(e)) for the year ended December 31, ~~2021.~~2022. Based upon that evaluation, out CEO and PAO concluded that our disclosure controls and procedures were not effective as of December 31, ~~2021~~2022 because of the items set forth below under “Management’s Report on Internal Control over Financial Reporting”:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our CEO and PAO, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, ~~2021~~2022 due to the following material weaknesses:

We do not believe the material weaknesses described above caused any significant misreporting of our consolidated financial condition and results of operations for the year ended December 31, 2021. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our consolidated financial statements in future periods.2022.

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

As we started the new year in 2022, Sebastian Giordano, who was an outside consultant that was responsible for the Company’s financial turnaround the last two years, transitioned to take the formal role of CEO. His first action was to hire a new CFO and bring in three new independent and outside board members to strengthen the management controls of ~~the○~~the ○ organization. We currently outsource our financial reporting and other accounting functions to an experienced outsourced accounting and consulting firm who has been engaged by the Company for the past 45 years. The short-term plan is to keep the financial reporting and accounting functions outsourced with this outsourced accounting and consulting firm until the Company is large enough to insource it. In the meantime, the new CFO of the Company is in the process of reviewing and making changes to the current accounting processes and methodologies as discussed below.

As explained above, we have expanded our Board of Directors by three independent and outside members to a total of four directors. Further, we have established the requisite board committees for audit, compensation, and nominating. The Audit Committee Chairman has current and prior experience in this role with other public companies listed on the OTC and NASDAQ.

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

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

There were no changes in our internal control over financial reporting, except as discussed above (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only the management’s report in this Annual Report.

Management recognizes that any disclosure controls and procedures no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management has reassessed the effectiveness of our disclosure controls and procedures and based upon that evaluation, our sole officer.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Below are the names of and certain information regarding the Company’s current executive officers and directors:

Directors are elected to serve until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action. Executive officers are appointed by the Board of Directors and serve at its pleasure.

The principal occupation and business experience during at least the past five years for our executive officers and directors is as follows:

Sebastian Giordano - Chief Executive Officer, President, and Chairman of the Board of Directors

For the past twenty years, Mr. Sebastian Giordano, age ~~64,~~65, has been CEO of Ascentaur, LLC (“Ascentaur”), providing C-Level consulting services to a diverse roster of predominantly technology-centric clients, including start-ups, turnarounds, and established businesses across many industries. From 2013 to 2018, he served as Chief Executive Officer of WPCS International Incorporated, a NASDAQ-listed low-voltage contracting company. Mr. Sebastian Giordano is a principal with Ascentaur, LLC, a strategic consulting firm which has provided consulting services to the Company during the preceding two years. Such consulting arrangement has been terminated upon the Company’s employment of Mr. Sebastian Giordano. The Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025

Mr. James Giordano, age ~~52,~~53, previously served as Chief Financial Officer and consultant to Freight Connections, Inc., an LTL / line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services.

Mr. Charles Benton, age ~~71,~~72, currently serves as a director and Audit Chairman of Vision Hydrogen Corp. (OTC: VIHD), a company focused on the production, storage and distribution of hydrogen for the green energy economy supply chain. In the past, Mr. Benton has held the positions of Audit Committee Chairman and then Chairman of the Board of WPCS International Incorporated (NASDAQ: WPCS), a design-build engineering firm focused on the deployment of wireless networks and related services including site design, technology integration, electrical contracting, construction and maintenance.

John Mercadante, age ~~77.~~78. has been the President, Chief Executive Officer and a director of our company since April 16, 2019. For more than the past five years, John has been a consultant and a manager of his personal investments. John co-founded Leisure Line, Inc., a motor coach company serving New York City and Atlantic City, New Jersey, in 1970 and served as its Chief Executive Officer for a ten-year period through the sale of the company to Golden Nugget in 1980. At the time of the sale, Leisure Line was generating approximately $11 million in annual revenues. In 1988, John cofounded Cape Transit, Inc., a motor coach company servicing Atlantic City, Philadelphia and South New Jersey. Under John Mercadante’s leadership as CEO, annual revenues at Cape Transit grew from $2 million to more than $11 million. In May 1996, Cape Transit became one of the founding companies of Coach USA, Inc. and John Mercadante became Coach USA’s president and Chief Operating Officer. John was an integral part of growing Coach’s annual revenues from $100 million to over $1 billion in revenues in just three years. The board of directors has concluded that Mr. Mercadante should serve as a director of the Company because of his extensive management and leadership skills and experience.

Mr. Norman Newton, age ~~55,~~56, currently is the President and CEO of AmeriCasa Solutions, LLC, a vertically integrated provider of housing to the Hispanic Community in the United States. Mr. Newton is also the Managing Director of Newton Vision Corporation (“NVC”), a privately held investment and consulting company with deep experience in business process reengineering, optimization, and digital transformation.

Mr. Justin Frey, age 51, worked for FFE Transportation, one of the largest temperature-controlled National LTL transportation companies with revenues of more than $150 million, serving as terminal manager in California and Illinois before being promoted to Eastern Region Director of Operations during the years from 2013 to 2018. From 2018 through 2019, Mr. Frey worked as Director of Operations with Dicom/Eastern Connection, a $40 million regional overnight small package carrier. From 2019 to 2020, he was Director of Freight Operations for Freeman Company, one of the world’s largest event companies with revenues of $2.9 billion worldwide. He most recently held the position of Vice President of Operations with LandAir, the largest privately held LTL carrier in New England, along with PDS, LandAir’s TL subsidiary, with revenues of $40 million.

Our directors and executive officers have not been involved in any of the following events during the past 10 years:

We have not yet adopted a Code of Ethics although we expect to do so as we develop our infrastructure and business. Our board of directors and executive officers have focused on identifying and hiring the personnel required to manage the growth of the Company and will be adopting a Code of Ethics that will be implemented in conjunction with completing the hiring of additional personnel.

Mr. Charles Benton, Mr. John Mercadante, and Mr. Norman Newton are independent directors under the independence standards applicable to the Company under paragraph (a)(1) of Item 401 of Regulation S-K.

At a special meeting of its Board of Directors on December 21, 2022, we adopted amendments to our bylaws. The amendments to the bylaws provide for: a) the staggered election of the Board of Directors, such that Directors shall serve terms of 3 years, and each year, 1/3 of the Directors shall stand for election; and b) written consents of the Directors to actions by the Board of Directors or any committee may be executed in counterparts and may be signed and delivered by any electronic media. The effective date of the amendments was December 21, 2022.

Our Board currently has three committees: the Audit Committee, the Compensation Committee, and the Nomination Committee. As of March 24, ~~2022,~~2023, the members and Chairs of our standing Board committees were:

All Audit Committee members are “independent” under the NASDAQ listing standards and SEC rules and regulations. Our Board of Directors has determined that one of the members of the Audit Committee, Mr. Benton, meets the definition of an “audit committee financial expert” as established by the SEC, and that Mr. Mercadante and Mr. Newton, the two other members of the Audit Committee, meet the definition of “financially literate” as established by the SEC. The Audit Committee provides assistance to the Board in fulfilling its oversight responsibilities relating to the quality and integrity of the financial reports of the Company. The Audit Committee has the sole authority to appoint, review and discharge our independent accountants, and has established procedures for the receipt, retention, response to and treatment of complaints regarding accounting, internal controls and audit matters. In addition, the Audit Committee is responsible for:

All Compensation Committee members are “independent” under applicable NASDAQ listing standards. The Compensation Committee assists the Board in fulfilling its oversight responsibilities relating to executive compensation, employee compensation and benefit programs and plans, and leadership development and succession planning. In addition, the Compensation Committee is responsible for:

The Compensation Committee reviews and discusses with management the disclosures regarding executive compensation to be included in our annual proxy statement. The responsibilities of the Compensation Committee are more fully described in the Compensation Committee’s charter.

All Nominating Committee members are “independent” under the applicable NASDAQ listing standards. The Nominating Committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on our board of directors. The Nominating Committee may have required certain skills or attributes, such as financial or accounting experience, to meet specific board needs that may arise from time to time and also considered the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Nominating Committee does not distinguish among nominees recommended by stockholders and other persons.

We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, other than as is discussed in this Annual Report.

The following table sets forth information concerning the total compensation paid or accrued by us during the last two fiscal years indicated to the named executive ~~officers, John Mercadante and, Douglas Cerny:~~officers:

(1)

Mr. Sebastian Giordano has served as chief executive officer since January 4, 2022. On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 shares of its common stock, which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of 30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year through January 3, 2025. Prior to January 4, 2022, the Company retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Under the Consulting Agreement, in 2021, Sebastian Giordano, the CEO and principal of Ascentaur, provided management services to the Company. Prior to the termination of this agreement, Ascentaur received a consulting fee of $325,812 and during 2021, received eligible bonuses of $217,187 based on certain Company revenue, EBITDA, market capitalization or capital raise milestones. 2021 consulting are included in other compensation.

(2)

Mr. James Giordano has served as chief financial officer since January 3, 2022. On March 11, 2022 and effective January 4, 2022, the Company granted restricted stock awards to the Company’s chief financial officer for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested quarterly during 2022. Other compensation includes an auto allowance of $9,600.

(3)

~~(1)~~ Mr. Mercadante served as chief executive officer through January 4, 2022.

(4)

Mr. Cerny served as Vice President the date of his death in May 2021.

(5)

Mr. Frey has served as chief operating officer since September 12, 2022

(6)

As required by SEC rules, the amounts in this column reflect the grant date or modification date fair value as required by FASB ASC Topic 718.

~~(2) Mr. Cerny served~~Except as ~~Vice President~~otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the ~~date~~Company with respect to any named executive officer, that would result in payments to such person because of his ~~death~~or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in ~~May 2021.~~control, or a change in the person’s responsibilities following a change in control of the Company.

The Company had no executive officer employment agreements in place as of December 31, 2021.

Effective January 4, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $400,000 as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives.On March 11, 2022, pursuant to this employment agreement, the Company’s Board of Directors granted the chief executive officer 122,126,433 shares of its common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of 30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year through January 3, 2025.

On January 3, 2022, the Company retained the services of Mr. James Giordano (no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., an LTL / line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James ~~Giordano’s employment with the Company is at will. He~~Giordano will receive annual compensation of $250,000 as well as annual discretionary bonuses and equity grants, business expense reimbursement and benefits as generally made available to the Company’s executives. On July 6, 2022, the Company entered into a definitive Employment Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for “cause” as defined in such agreement. Annual base compensation is $250,000, with an annual bonus for 2022 in total up to a maximum of $125,000 per year conditioned on the achievement of specified milestones, and future annual bonuses to be conditioned on achievement of milestones to be negotiated based on the circumstances of the Company at such time. On March 11, 2022 and effective January 4, 2022, we agreed to grant restricted stock awards to Mr. James Giordano for 11,363,636 common shares of the Company, which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022.

On September 12, 2022, the Company retained the services of Mr. Justin Frey as its Chief Operating Officer. Mr. Justin Frey started his career in transportation and logistics in 1989 with Consolidated Freightways, when it was the nation’s largest long-haul trucking company, as a customer service representative and held various positions there, including dispatcher, dock supervisor, sales executive and terminal manager. In the years from 2013 to 2018, he worked for FFE Transportation, one of the largest temperature-controlled National LTL transportation companies with revenues of more than $150 million, serving as terminal manager in California and Illinois before being promoted to Eastern Region Director of Operations. From 2018 through 2019, Mr. Frey worked as Director of Operations with Dicom/Eastern Connection, a $40 million regional overnight small package carrier. From 2019 to 2020, he was Director of Freight Operations for Freeman Company, one of the world’s largest event companies with revenues of $2.9 billion worldwide. He most recently held the position of Vice President of Operations with LandAir, the largest privately held LTL carrier in New England, along with PDS, LandAir’s TL subsidiary, with revenues of $40 million. He will receive annual compensation of $225,000 as well as annual discretionary bonuses and equity grants, business expense reimbursement and benefits as generally made available to the Company’s executives. On January 3, 2023, we agreed to grant restricted stock awards to Mr. Justin Frey for 21,634,615 common shares of the Company, which were valued at $90,865, or $0.0042 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 5,408,653 shares vesting on March 31, 2023, and 5,408,654 common shares vesting each quarter through December 31, 2023.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Beginning in 2022, the Company offers health insurance to its employees.

~~As of~~The following table sets forth information about options and stock awards outstanding on December 31, 2022.

In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP of our PEO and NEOs for each of the fiscal years ended December 31, 2022 and 2021, ~~we did not have any outstanding equity~~and our financial performance. Also as required by the SEC, this section compares CAP to various measures used to gauge performance at TLSS for each such fiscal year. Also as required by the SEC, this section compares CAP to various measures used to gauge performance at TLSS.

Salary, Bonus, Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation Table, or SCT values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of “Stock Awards,” with the table below describing the differences in how these awards toare valued for purposes of SCT total and CAP:

In accordance with the SEC’s new PVP rules, the following table sets forth information concerning the compensation of our ~~officers.~~NEOs for each of the fiscal years ended December 31, 2022 and 2021, and our financial performance for each such fiscal year:

~~Our~~The following table sets forth compensation paid, earned or awarded during 2022 to each of our directors, ~~received no~~other than Sebastian Giordano, whose compensation ~~for their service as directors, however, Mr. Mercadante and Mr. Cerny were paid compensation~~is described above in ~~their roles as executive officers during~~ the ~~2021 and 2020 period covered by this Annual Report (see above)~~“2022 Summary Compensation Table”.

Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation.

In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our board of directors. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board related expenses.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Subject to community property laws, where applicable, and except as otherwise noted, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of March ~~28, 2022,~~29, 2023, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only class of voting securities), (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. The percentage ownership information is based on 3,664,518,950 shares of common stock outstanding as of March 29, 2023. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules attribute beneficial ownership of securities as of a particular date to persons who hold convertible preferred stock, options or warrants to purchase shares of common stock and that are exercisable within 60 days of such date. These shares are deemed to be outstanding and beneficially owned by the person holding those convertible preferred stock, options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge, by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change of control of the Company.

Unless otherwise indicated in the following table, the address for each person named in the table is 5500 Military Trail, Suite 22-357, Jupiter, FL 33458.

Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class ⁽¹⁾			Amount and nature of beneficial ownership		Percent of class ⁽¹⁾

*Directors and Executive Officers*
Sebastian Giordano (2)		55,531,608		1.74	%		147,126,433		2.33	%
James Giordano (3)		2,840,909		*			11,363,636		*
Charles Benton (4)		454,546		*			1,818,182		*
John Mercadante (5)		24,481,819		*			25,845,455		*
Norman Newton (4)		454,546		*			1,818,182		*
Justin Frey							21,634,615		*
All directors and executive officers as a group		83,763,428		2.61	%		209,606,503		5.22	%

Joseph Corbisiero (6)							502,651,844		12.6	%

The Company does not currently have any securities authorized for issuance under any equity compensation plans.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Three of our four board members are independent. The Board has determined that each of Messrs. Benton, Mercadante, and Newton is an independent director pursuant to the NASDAQ listing standards. Under the NASDAQ rules, no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with us (directly, or as a partner, stockholder or officer of an organization that has a relationship with us).

In assessing the independence of our directors, the Board considers all of the business relationships between the Company and our directors and their respective affiliated companies. This review is based primarily on the Company’s review of its own records and on responses of the directors to questions in a questionnaire regarding employment, business, familial, compensation and other relationships with the Company and our management. Where relationships exist, the Board determines whether the relationship between the Company and the directors or the directors’ affiliated companies impairs the directors’ independence. After consideration of the directors’ relationships with the Company, the Board has affirmatively determined that none of the individuals serving as non-employee directors as of the date of this Annual Report has a material relationship with us and that each of such non-employee directors is independent.

Sebastian Giordano is not considered an independent director because of his employment as our CEO, President, and Chairman of the Board.

In connection with the acquisition of Prime EFS, the Company acquired a balance of $14,019 that was due from the former majority owner of Prime EFS, Rosemary Mazzola. Pursuant to the terms of the SPA, the Company agreed to pay $489,174 in cash to the former majority owner of Prime EFS who then advanced back the $489,174 to Prime EFS. During the period from Acquisition Date of Prime EFS (June 18, 2018) to December 31, 2018, the Company repaid $216,155 of this advance. During the year ended December 31, 2019, the Company repaid $130,000 of this advance. During the year ended December 31, 2020, the Company repaid $35,000 of this advance. This advance is non-interest bearing and is due on demand. On December 31, 2020, amount due to this former majority owner of Prime amounted to $94,000, and have been included in liabilities subject to assignment for benefit of creditors on the accompanying consolidated balance sheet. Effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, this liability of $94,000 was deconsolidated and removed from the Company’s consolidated balance sheet.

During the year ended December 31, 2019, a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $88,000. Additionally, during the year ended December 31, 2020, this employee advanced the Company $75,000 and was repaid $163,000. During the year ended December 31, 2020, the Company paid this employee interest of $57,200 related to these working capital advances. On December 31, 2021 and 2020, amounts due to this former related party employee amounted to $0.

During the year ended December 31, 2019, an entity which is controlled by a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $25,000. In January 2020, this advance was repaid. During the year ended December 31, 2020, the Company paid this entity interest expense of $27,500 related to 2019 working capital advances made. On December 31, 2021 and 2020, amounts due to this former related party entity amounted to $0.

On December 22, 2020, the Company’s former chief executive officer advanced the Company $30,000. The advance is non-interest bearing and payable on demand. On December 31, 2020, amount due to the former chief executive officer amounted to $30,000 and has been included in due to related parties on the accompanying consolidated balance sheet. On January 29, 2021, the Company repaid this advance.

On July 3, 2019, the Company entered into a note agreement with an entity that is controlled by the Company’s former chief executive officer’s significant other, in the amount of $500,000. Commencing on September 3, 2019 and continuing on the third day of each month thereafter, payments of interest only on the outstanding principal balance of this note was due and payable. Commencing on January 3, 2020 and continuing on the third day of each month thereafter through January 3, 2021, equal payments of principal and interest should have been made. The principal amount of this note and all accrued, but unpaid interest under this note was due and payable on the earlier to occur of (i) January 3, 2021 (the “~~CEO~~“CEO Note Maturity ~~Date~~”Date”), or (ii) an Event of Default (as defined in the note agreement). Interest accrued with respect to the unpaid principal sum identified above until such principal iswas paid at a rate equal to 18% per annum. ~~On December 31, 2020, interest payable to related parties amounted to $173,692 and is included in due to related parties on the accompanying consolidated balance sheets, respectively.~~ On March 17, 2021, the Company and the noteholder entered into a forbearance agreement whereby the Holder agreed to forbear from prosecuting any enforcement efforts in respect of the Note and extended the payment of the note until December 31, 2021. On October 31, 2021, the Company and this related party note holder entered into a confidential settlement agreement and mutual release. The Parties ~~have agreed to adjust, settle,~~adjusted, settled and ~~compromise~~compromised the principal balance of the Note of $500,000 and unpaid accrued interest thereon of $240,822, for a discounted amount of $600,000, in full settlement of any and all amounts outstanding. The settlement amount was paid in November 2021. In connection with this settlement agreement, during the year ended December 31, 2021, the Company recorded a gain on debt extinguishment - related party of $148,651. ~~On December 31, 2021 and 2020, notes payable – related party amounted to $0 and $500,000, respectively.~~

During the year ended December 31, 2021, ~~and 2020,~~ interest expense associated with advances from related parties and related party notes payable amounted to $74,959 and ~~$174,947 and~~ is included in interest expense – related parties on the accompanying consolidated statement of operations.

On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connections issued a promissory note in the amount of $4,544,671 to the Freight Connections Seller, who became the chief executive officer of Freight Connection and a beneficial owner of the Company. The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections. On December 31, 2022, the principal amount related to this note was $4,544,671.

There are not currently any conflicts of interest by or among the Company’s current officers, directors, key employees, or advisors. The Company has not yet formulated a policy for handling conflicts of interest; however, it intends to do so prior to hiring any additional employees.

Aggregate fees billed or incurred related to the following years for professional services rendered by our independent registered public accounting firm, Salberg & Company, P.A. for ~~2021~~2022 and ~~2020~~2021 are set forth below.

	2021		2020		2022		2021
Audit fees	$	158,275	$	145,000	$	265,045	$	158,275
Audit-related fees		17,900		9,400		31,255		17,900
Tax fees		-		-				-
All other fees		-		-		-		-
Total	$	176,625	$	154,400	$	296,300	$	176,625

The Audit Committee has reviewed and discussed with management the audited financial statements for the year ended December 31, ~~2021.~~2022. The Audit Committee also discussed all the matters required by professional auditing standards to be discussed with the Company’s independent registered public accounting firm, Salberg & Company, P.A., the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. In addition, Audit Committee has received from the independent registered public accounting firm written disclosure required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526 and has discussed with the independent registered public accounting firm its independence from the Company and its management. Based on its review and discussions, including discussions without management or members of the independent registered public accounting firm present, the board of directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

To safeguard the continued independence of the Company’s independent registered public accounting firm, the board of directors requires all audit and non-audit services, subject to a de minimis exception pursuant to SEC Regulation S-X Rule 2-01(c)(7)(i)(C), to be performed by the Company’s independent registered public accounting firm, to be pre-approved by the board of directors prior to such services being performed. All audit services performed by the Company’s independent registered public accounting firm during the year ended December 31, ~~2021~~2022 and ~~2020~~2021 were approved by the board of directors.

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Nevada		26-3106763
(State or other jurisdiction		(IRS Employer
of incorporation)		Identification No.)

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

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

		Page
PART I

	Item 1. Description of Business	1

	Item 1A. Risk Factors	57

	Item 1B. Unresolved Staff Comments	1820

	Item 2. Property	1820

	Item 3. Legal Proceedings	1820

	Item 4. Mine Safety Disclosures	2225

PART II

	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2225

	Item 6. Selected Financial Data	2326

	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2326

	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	3336

	Item 8. Financial Statements and Supplementary Data	34

	~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures~~	35

	~~Item 9A. Controls and Procedures~~	35

	~~Item 9B. Other Information~~	36

	Item ~~9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	3638

	Item 9A. Controls and Procedures	38

	Item 9B. Other Information	39

	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	39

PART III

	Item 10. Directors, Executive Officers and Corporate Governance	3639

	Item 11. Executive Compensation	3943

	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3947

	Item 13. Certain Relationships and Related Transactions, and Director Independence	4048

	Item 14. Principal Accountant Fees and Services	4148

	Item 15. Exhibits Financial Statement Schedules	4149

	Item 16. Form 10-K Summary	4453

Financial Statements pages		F-1 - ~~F-44~~F-39

Signatures		4554

	Quarter	High		Low
Fiscal year ended December 31, 2022	First	$	0.0180	$	0.0102
	Second	$	0.0112	$	0.0042
	Third	$	0.0085	$	0.0051
	Fourth	$	0.0060	$	0.0033

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID ~~NO.~~No. 106)	F-2

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, ~~2021~~2022 and ~~2020~~2021	~~F-5~~F-4

Consolidated Statements of Operations – For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021	~~F-6~~F-5

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) – For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021	~~F-7~~F-6

Consolidated Statements of Cash Flows – For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021	~~F-8~~F-7

Notes to Consolidated Financial Statements	~~F-9~~F-8 to ~~F-44~~F-39

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	●	our ability to raise capital to develop our business and fund our operations;
	●	expected continual losses for the foreseeable future;
	●	our ability to anticipate and adapt to a developing market(s);
	●	acceptance by customers;
	●	limited marketing experience;
	●	competition from internet-based logistics and freight companies;
	●	competitors with substantially greater financial resources and assets than ours;
	●	the ability to identify, attract and retain qualified personnel;
	●	our ability to provide superior customer service; and
	●	reliance on key personnel.

	●	marketing and developing expenses;
	●	revenue received from sales and operations, if any, in the future;
	●	the cost of maintaining and replacing our revenue producing equipment;
	●	the expenses needed to attract and retain skilled personnel; and
	●	the costs associated with being a public company.

	●	changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand for the products we deliver;
	●	our ability to effectively manage our working capital;
	●	our ability to satisfy consumer demands in a timely and cost-effective manner;
	●	pricing and availability of labor and ~~delivery~~revenue producing equipment;
	●	our inability to adjust certain fixed costs and expenses for changes in demand;
	●	shifts in geographic concentration of customers, supplies and labor pools; and
	●	seasonal fluctuations in demand and our revenue.

	●	WeIn 2021, we lacked a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. In an effort to address this material weakness, in January 2022, we expanded our Board of Directors by three independent and outside members to a total of four directors. Further, we established the requisite board committees for audit, compensation, and nominating. The Audit Committee Chairman has current and prior experience in this role with other public companies listed on the OTC and NASDAQ.

	●	Our overall lack of segregation of duties among our management team and our lack of segregation of duties and monitoring controls regarding our accounting staff because we have a limited staff of accountants maintaining our books and records. This is a common area of weakness for smaller companies with back-office operations with less than 5 people. We have made significant steps to mitigating this material weakness. We started with the hiring of a new, operational experienced CFO to provide oversight and drive immediate improvement in this area. To address this issue, we have begun implementation or implemented the following policies or processes:

	●	Implementation of cash management and banking policy which includes increasing the controls related to individuals banking capabilities, utilization of a daily cash model and forecast, and policy to move cash receipts from customers to ACH.
	●	Implementation of formalized payment and accounting transaction review and sign-off by the CFO.
	●	Centralization of A/P and cash control at the corporate level including the receipt of invoices to a newly created email address and process to get authorized approval for invoices prior to input into system.
	●	Implementation and completion of a formal and detailed 2022 budget and forecast for the consolidated Company.
	●	Implemented a formal monthly business review process to discuss budget vs actual variances, and other operational issues to be presented to the Company’s CEO and Board of Directors.

	●	make certain payments, including the payment of dividends;
	●	redeem or repurchase our capital stock;
	●	incur additional indebtedness and issue additional preferred stock;
	●	make investments or create liens;
	●	merge or consolidate with another entity;
	●	sell certain assets; and
	●	enter into transactions with affiliates.

	●	the valuation of accounts receivable;
	●	the useful life of property and equipment; the valuation of intangible assets;
	●	the valuation of right of use asset and related liability;
	●	the valuation of assets acquired and liabilities assumed;
	●	assumptions used in assessing impairment of long-lived assets;
	●	estimates of current and deferred income taxes and deferred tax valuation allowances;
	●	the fair value of non-cash equity transactions;
	●	the valuation of derivative liabilities; and
	●	the value of claims against the Company.

	●	downturns in customers’ business cycles;
	●	recessionary economic cycles;
	●	changes in customers’ inventory levels and in the availability of funding for their working capital;
	●	commercial driver shortages and increases in driver compensation;
	●	industry compliance with a constantly changing regulatory environment;
	●	excess delivery vehicle capacity in comparison with shipping demand; and
	●	changes in government policies, tariffs, and taxes.

	●	we may experience low overall freight levels, which may impair our asset utilization, because our customers’ demand for our services generally correlates with the strength of the United States and, to a lesser extent, global economy;
	●	certain of our customers may face credit issues and cash flow problems, particularly if they encounter increased financing costs or decreased access to the capital markets, and such issues and problems may affect their ability to pay for our services;
	●	freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers’ demands; and
	●	customers may bid out freight or select competitors that offer lower rates from among existing choices in an attempt to lower their costs, and we might be forced to lower our rates or lose freight.

	●	many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth or a downturn in the economy, which may limit our ability to maintain or increase freight rates, may require us to reduce our freight rates or may limit our ability to maintain or expand our business;
	●	some shippers have reduced or may reduce the number of carriers they use by selecting core carriers as approved service providers and in some instances, we may not be selected;
	●	many customers periodically solicit bids from multiple carriers for their shipping needs, which may depress freight rates or result in a loss of business to competitors;
	●	the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, and we may have difficulty competing with them;
	●	advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments;
	●	higher fuel prices and, in turn, higher fuel surcharges to our customers may cause some of our customers to consider freight transportation alternatives, including rail transportation;
	●	competition from freight logistics and brokerage companies may negatively impact our customer relationships and freight rates;
	●	we may have higher exposure to litigation risks as compared to other carriers; and
	●	smaller carriers may build economies of scale with procurement aggregation providers, which may improve the smaller carriers’ abilities to compete with us.

	●	increasingly stringent environmental laws and regulations, including changes intended to address NOx emissions as well as fuel efficiency and greenhouse gas emissions that are attributed to climate change;
	●	restrictions, taxes, or other controls on emissions;
	●	regulation specific to the energy market and logistics providers to the industry;
	●	changes in the hours-of-service regulations, which govern the amount of time a driver may drive in any specific period;
	●	driver and vehicle ELD requirements;
	●	requirements leading to accelerated purchases of new trailers;
	●	mandatory limits on vehicle weight and size;
	●	driver hiring or retention restrictions;
	●	increased bonding or insurance requirements; and
	●	security requirements imposed by the DHS.

	●	restrictive work rules could hamper our efforts to improve and sustain operating efficiency and could impair our service reputation and limit our ability to provide same-day or next-day services;
	●	a strike or work stoppage could negatively impact our profitability and could damage customer and employee relationships, and some shippers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages; and
	●	an election and bargaining process could divert management’s time and attention from our overall objectives and impose significant expenses.

	●	the results of operating and financial performance and prospects of other companies in our industry;
	●	strategic actions by us or our competitors, such as acquisitions or restructurings;
	●	announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors;
	●	the public’s reaction to our press releases, media coverage and other public announcements, and filings with the SEC;
	●	lack of securities analyst coverage or speculation in the press or investment community about us or opportunities in the markets in which we compete;
	●	changes in government policies in the United States;

	●	changes in earnings estimates or recommendations by securities or research analysts who track our common stock or failure of our actual results of operations to meet those expectations;
	●	dilution caused by the conversion into common stock of preferred shares and exercise of warrants;
	●	market and industry perception of our success, or lack thereof, in pursuing our growth strategy;
	●	changes in accounting standards, policies, guidance, interpretations, or principles;
	●	any lawsuit involving us or our services;
	●	arrival and departure of key personnel;
	●	sales of common stock by us, our investors, or members of our management team; and
	●	changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters and armed conflicts.

	●	a limited availability of market quotations for our securities;
	●	reduced liquidity with respect to our securities;
	●	our shares of common stock are currently classified as “penny stock” which requires brokers trading in our shares of common stock to adhere to more stringent rules, resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;
	●	a limited amount of news and analyst coverage for our company; and
	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	Quarter	High		Low
Fiscal year ended December 31, 2021	First	$	0.095	$	0.030
	Second	$	0.035	$	0.013
	Third	$	0.035	$	0.014
	Fourth	$	0.029	$	0.013

	Quarter	High		Low
Fiscal year ended December 31, 2020	First	$	8.00	$	0.02
	Second	$	0.27	$	0.01
	Third	$	0.07	$	0.01
	Fourth	$	0.03	$	0.01

	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Total
																																	Additional						Total
	Preferred Stock Series B						Preferred Stock Series D						Preferred Stock Series E						Preferred Stock Series G				Common Stock				Common Stock Issuable						Paid-in			Accumulated			Shareholders’
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2019		1,700,000		$	1,700			-		$	-			-		$	-			-	$	-		11,832,603	$	11,833		25,000		$	25		$	47,715,878		$	(60,615,860	)	$	(12,886,424	)

Reduction of put premium upon conversion		-			-			-			-			-			-			-		-		-		-		-			-			385,385			-			385,385

Common stock issued for debt conversion, accrued interest and fees		-			-			-			-			-			-			-		-		1,013,408,088		1,013,407		-			-			7,829,589			-			8,842,996

Beneficial conversion effect related to debt conversions		-			-			-			-			-			-			-		-		-		-		-			-			36,271,137			-			36,271,137

Common shares issued for cashless warrant exercise		-			-			-			-			-			-			-		-		155,914,308		155,915								81,750						237,665

Warrants issued for services		-			-			-			-			-			-			-		-		-		-		-			-			1,963,291			-			1,963,291

Relative fair value of warrants issued in connection with convertible debt		-			-			-			-			-			-			-		-		-		-		-			-			262,872			-			262,872

Accretion of stock-based compensation		-			-			-			-			-			-			-		-		-		-		-			-			36,458			-			36,458

Common stock issued for Series B preferred stock		(1,000,000	)		(1,000	)		-			-			-			-			-		-		1,000,000		1,000		-			-			-			-			-

Conversion of debt and accrued interest to series D preferred stock		-			-			522,726			522			-			-			-		-		-		-		-			-			825,167			-			825,689

Conversion of series D preferred stock to common stock		-			-			(522,726	)		(522	)		-			-			-		-		522,726,000		522,726		-			-			(522,204	)		-			-

Common stock issued for settlement		-			-			-			-			-			-			-		-		10,281,018		10,281		-			-			492,461			-			502,742

Common stock issued for settlement related to anti-dilutive issuance		-			-			-			-			-			-			-		-		18,685,477		18,686		-			-			526,930			-			545,616

Sales of Series E preferred share units		-			-			-			-			105,378			105			-		-		-		-		-			-			1,162,895			-			1,163,000

Cancellation of issuable shares		-			-			-			-			-			-			-		-		-		-		(25,000	)		(25	)		25			-			-

Reclassification of warrants from equity to derivative liabilities		-			-			-			-			-			-			-		-		-		-		-			-			(11,381,885	)		-			(11,381,885	)

Deemed dividend related to price protection		-			-			-			-			-			-			-		-		-		-		-			-			19,223,242			(19,223,242	)		-
Sales of Series G preferred share units					-						-			-						-				-				-						-			-
Sales of Series G preferred share units, shares					-						-						-					-				-					-						-
Common stock issued for conversion of Series E preferred shares					-						-						-							-				-									-
Common stock issued for conversion of Series E preferred shares, shares		-						-									-							-
Common stock issued for warrant exercise					-												-							-
Common stock issued for warrant exercise, shares																	-							-
Warrant exercise inducement expense								-									-

Net loss		-			-			-			-			-			-			-		-		-		-		-			-			-			(42,781,958	)		(42,781,958	)

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

Common stock issued for debt conversion		-			-			-			-			-			-			-		-		59,736,709		59,736		-			-			483,720			-			543,456

Sales of Series E preferred share units		-			-			-			-			343,118			343			-		-		-		-		-			-			3,590,157			-			3,590,500

Sales of Series G preferred share units		-			-			-			-			-			-			615,000		615		-		-		-			-			5,478,946			-			5,479,561

Common stock issued for conversion of Series E preferred shares		-			-			-			-			(396,891	)		(396	)		-		-		657,780,034		657,781		-			-			(657,385	)		-			-

Common stock issued for warrant exercise		-			-			-			-			-			-			-		-		475,164,429		475,164		-			-			3,751,219			-			4,226,383

Warrant exercise inducement expense		-			-			-			-			-			-			-		-		-		-		-			-			4,431,853			-			4,431,853

Beneficial conversion effect related to debt conversions		-			-			-			-			-			-			-		-		-		-		-			-			143,872			-			143,872

Deemed dividend related to beneficial conversion features and accrued dividends		-			-			-			-			-			-			-		-		-		-		-			-			2,509,345			(2,650,217	)		(140,872	)

Net income		-			-			-			-			-			-			-		-		-		-		-			-			-			6,254,790			6,254,790
Net income (loss)		-			-			-			-			-			-			-		-		-		-		-			-			-			6,254,790			6,254,790

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

	●	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.

	On December 31, 2021						On December 31, 2020
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities		—		—	$	—		—		—	$	4,181,187

	For the Year ended December 31, 2021			For the Year ended December 31, 2020
Balance at beginning of period	$	4,181,187		$	2,135,939
Initial valuation of derivative liabilities included in debt discount		-			1,702,474
Initial valuation of derivative liabilities included in derivative expense		-			14,892,068
Gain on extinguishment of debt related to repayment/conversion of debt		(896,881	)		(45,731,614	)
Reclassification of warrants from equity to derivative liabilities		-			11,381,885
Change in fair value included in derivative (gain) expense		(3,284,306	)		19,800,435
Balance at end of period	$	-		$	4,181,187

	For the Year Ended December 31, 2022		For the Year Ended December 31, 2021
Balance at beginning of period	$	-	$	4,181,187
Gain on extinguishment of debt related to repayment or conversion of debt		-		(896,881	)
Change in fair value included in derivative gain		-		(3,284,306	)
Balance at end of period	$	-	$	-

	2022			2021
	Year Ended December 31,
	2022			2021
Income (loss) per common share - basic:
Net income (loss)	$	(8,076,066	)	$	6,254,790
Less: deemed dividends		(417,546	)		(2,650,217	)
Net income (loss) attributable to common stockholders	$	(8,493,612	)	$	3,604,573
Weighted average common shares outstanding – basic		3,359,982,502			2,341,907,998
Net income (loss) per common share – basic	$	(0.00	)	$	0.00

Income (loss) per common share - diluted:
Net income (loss) attributable to common shareholders – basic	$	(8,493,612	)	$	3,604,573
Add: Preferred Series E and G dividends		-			2,650,217
Numerator for income (loss) per common share – diluted	$	(8,493,612	)	$	6,254,790
Weighted average common shares outstanding – basic		3,359,982,502			2,341,907,998
Add: dilutive shares related to:
Warrants		-			701,720,958
Series B preferred stock		-			700,000
Series E preferred stock		-			68,841,070
Series G preferred stock		-			615,000,000
Incremental shares conversion of preferred shares		-			615,000,000
Weighted average common shares outstanding – diluted		3,359,982,502			3,728,170,026
Net income (loss) per common share – diluted	$	(0.00	)	$	0.00

	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
Transportation vehicles
Equipment
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
Other receivable
Non-compete agreement
Customer relations
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	)
PPP loan payable
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
Acquisition payable
Promissory notes
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

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


SCHEDULE OF GAIN ON SALE OF SUBSIDIARY ASSETS	Amount
Total sale price consideration received	$	825,000
Less:
Commissions and other fees paid		79,214
Write-off of unamortized intangible assets		194,505
Net book value of property and equipment sold		257,306
Cost of sale of assets		531,025
Gain on sale of subsidiaries assets	$	293,975

	Useful life	December 31, 2021			December 31, 2020
Customer relations	3 - 5 years	$	2,497,217			-
Non-compete agreement	5 years		150,000			-
Intangible assets gross			2,647,217			-
Less: accumulated amortization			(469,835	)		-
Intangible assets net		$	2,177,382		$	-

			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

	2021		2020
Expected dividend rate		-		-
Expected term (in years)		0.75 to 5.00		0.75 to 5.00
Volatility		169.7% to 367.0 %		154.2% to 372.3 %
Risk-free interest rate		0.04% to 0.87 %		0.09% to 1.62 %