UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, ~~2021~~2022

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

For the transition period from ___________ to ___________

Commission File No. 001-34970

Transportation and Logistics Systems, Inc.

(Exact name of registrant as specified in its charter)

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

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

(833) 764-1443

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Emerging growth company ☐

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

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

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

Class		Outstanding as of August ~~13, 2021~~12, 2022
Common Stock, $0.001		~~2,601,346,631~~3,396,601,092

TRANSPORTATION AND LOGISTICS SYSTEMS, INC.

FORM 10-Q

June 30, ~~2021~~2022

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets - As of June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	3
	Condensed Consolidated Statements of Operations - For the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ ~~Deficit~~Equity (Deficit) – For the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows - For the Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	6
	~~Condensed~~ Notes to Unaudited Condensed Consolidated Financial Statements ~~(unaudited)~~	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3136
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4148
Item 4.	Controls and Procedures	4148

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4250
Item 1A.	Risk Factors	4654
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4654
Item 3.	Defaults Upon Senior Securities	4754
Item 4.	Mine Safety Disclosures	4754
Item 5.	Other Information	4754
Item 6.	Exhibits	4755
Signatures		4856

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30 December 31,
2021 2020
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 631,881 $ 579,283
Accounts receivable, net 423,069 372,922
Prepaid expenses and other current assets 416,027 443,410

Total Current Assets 1,470,977 1,395,615

OTHER ASSETS:
Security deposit 66,340 94,000
Property and equipment, net 796,872 598,807
Intangible assets, net 2,460,326 -
Right of use assets, net 676,811 1,445,274

Total Other Assets 4,000,349 2,138,081

TOTAL ASSETS $ 5,471,326 $ 3,533,696

LIABILITIES AND SHAREHOLDERS’ DEFICIT

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 4,626,661 3,919,544
Note payable - related party 500,000 500,000
Accounts payable 1,409,557 1,104,263
Accrued expenses
500,552
424,595
Insurance payable 1,971,173 1,985,893
Contingency liabilities 3,311,272 3,311,272
Lease liabilities, current portion 422,161 380,843
Derivative liability - 4,181,187
Due to related parties 218,322 297,692
Accrued compensation and related benefits 894,066 922,396

Total Current Liabilities 13,853,764 18,006,901

LONG-TERM LIABILITIES:
Notes payable, net of current portion 446,620 437,594
Lease liabilities, net of current portion 911,029 1,102,617

Total Long-term Liabilities 1,357,649 1,540,211

Total Liabilities 15,211,413 19,547,112

Commitments and Contingencies (See Note 10) - -

SHAREHOLDERS’ DEFICIT:
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 June 30, 2021 and December 31, 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 June 30, 2021 and December 31, 2020, respectively ($6.00 per share liquidation value) - -
Series E preferred stock, par value $0.001 per share; 562,250 shares designated; 108,150 and 105,378 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively ($13.34 per share liquidation value) 108 105
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 2,485,934,060 and 1,733,847,494 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively 2,485,934 1,733,848
Additional paid-in capital 109,966,487 104,872,991
Accumulated deficit (122,193,316 ) (122,621,060 )

Total Shareholders’ Deficit (9,740,087 ) (16,013,416 )

Total Liabilities and Shareholders’ Deficit $ 5,471,326 $ 3,533,696

	June 30			December 31,
	2022			2021
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	5,778,706		$	6,067,692
Accounts receivable, net		473,640			481,734
Prepaid expenses and other current assets		355,129			197,336

Total Current Assets		6,607,475			6,746,762

OTHER ASSETS:
Security deposit		39,585			33,340
Property and equipment, net		229,424			577,205
Intangible assets, net		1,695,852			2,177,382

Total Other Assets		1,964,861			2,787,927

TOTAL ASSETS	$	8,572,336		$	9,534,689

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Notes payable, current portion	$	-		$	283,141
Accounts payable		301,684			312,772
Accrued expenses		368,800			212,975
Insurance payable		140,679			98,255
Accrued compensation and related benefits		59,813			98,964

Total Current Liabilities		870,976			1,006,107

LONG-TERM LIABILITIES:
Notes payable, net of current portion		-			12,455

Total Long-term Liabilities		-			12,455

Total Liabilities		870,976			1,018,562

Commitments and Contingencies (See Note 11)		-

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; 0 and 700,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (Liquidation value $700 and $700, respectively)		-			700
Series D preferred stock, par value $0.001 per share; 1,250,000 shares designated; 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively ($6.00 per share liquidation value)		-			-
Series E preferred stock, par value $0.001 per share; 562,250 shares designated; 21,418 and 51,605 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively ($13.34 per share liquidation value)		21			52
Series G preferred stock, par value $0.001 per share; 1,000,000 shares designated; 617,500 and 615,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively ($10.00 per share liquidation value)		618			615
Preferred stock		618			615
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 3,396,601,092 and 2,926,528,666 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		3,396,601			2,926,529
Additional paid-in capital		126,282,689			124,604,718
Accumulated deficit		(121,978,569	)		(119,016,487	)

Total Shareholders’ Equity		7,701,360			8,516,127

Total Liabilities and Shareholders’ Equity	$	8,572,336		$	9,534,689

See accompanying notes to unaudited condensed consolidated financial statements.

TRANSPORTATION AND LOGISTICS SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

2021 2020 2021 2020
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2021 2020 2021 2020

REVENUES $ 1,574,494 $ 8,558,815 3,066,193 $ 17,193,875

COST OF REVENUES 1,345,538 6,997,856 3,244,316 14,853,605

GROSS PROFIT (LOSS) 228,956 1,560,959 (178,123 ) 2,340,270

OPERATING EXPENSES:
Compensation and related benefits 344,053 662,503 712,662 1,404,548
Legal and professional fees 452,915 2,487,896 983,453 2,902,706
Rent 233,601 175,261 367,556 339,611
General and administrative expenses 301,732 196,368 497,935 441,651
Loss on lease abandonment 616,074 - 616,074 -

Total Operating Expenses 1,948,375 3,522,028 3,177,680 5,088,516

LOSS FROM OPERATIONS (1,719,419 ) (1,961,069 ) (3,355,803 ) (2,748,246 )

OTHER (EXPENSES) INCOME:
Interest expense (135,450 ) (1,940,912 ) (218,959 ) (4,987,639 )
Interest expense - related parties (22,438 ) (22,438 ) (44,630 ) (129,576 )
Gain on debt extinguishment, net 1,505,088 5,968,560 1,564,941 6,243,594
Other income 75,787 107,137 183,822 174,968
Derivative (expense) income, net 3,979,289 (69,806,610 ) 3,284,306 (69,661,771 )

Total Other (Expenses) Income 5,402,276 (65,694,263 ) 4,769,480 (68,360,424 )

INCOME (LOSS) BEFORE INCOME TAXES 3,682,857 (67,655,332 ) 1,413,677 (71,108,670 )

Provision for income taxes - - - -
.
NET INCOME (LOSS) 3,682,857 (67,655,332 ) 1,413,677 (71,108,670 )

Deemed dividends related to ratchet adjustment, beneficial conversion features, and accrued dividends (156,097 ) - (985,933 ) (18,696,012 )

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 3,526,760 $ (67,655,332 ) $ 427,744 $ (89,804,682 )

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED
Basic $ 0.00 $ (0.26 ) $ 0.00 $ (0.66 )
Diluted $ 0.00 $ (0.26 ) $ 0.00 $ (0.66 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 2,125,141,567 261,417,292 1,937,320,808 136,885,211
Diluted
2,539,874,797
261,417,292 2,352,054,038 136,885,211

	2022			2021			2022			2021
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021

REVENUES	$	1,404,560		$	1,574,494		$	2,663,893		$	3,066,193

COST OF REVENUES		1,013,550			1,345,538			1,984,552			3,244,316

GROSS PROFIT (LOSS)		391,010			228,956			679,341			(178,123	)

OPERATING EXPENSES:
Compensation and related benefits		693,343			344,053			2,049,753			712,662
Legal and professional fees		339,003			452,915			688,497			983,453
Rent		110,957			233,601			212,294			367,556
General and administrative expenses		252,167			301,732			534,110			497,935
Loss on lease abandonment		-			616,074			-			616,074

Total Operating Expenses		1,395,470			1,948,375			3,484,654			3,177,680

LOSS FROM OPERATIONS		(1,004,460	)		(1,719,419	)		(2,805,313	)		(3,355,803	)

OTHER INCOME (EXPENSES):
Interest expense		(1,895	)		(135,450	)		(9,762	)		(218,959	)
Interest expense - related parties		-			(22,438	)		-			(44,630	)
Gain on debt extinguishment, net		-			1,505,088			-			1,564,941
Gain on sale of subsidiary’s assets		296,689			-			296,689			-
Settlement income (expense)		700			-			(227,811	)		-
Other income		-			75,787			-			183,822
Gain related to derivative liabilities		-			3,979,289			-			3,284,306

Total Other Income (Expenses)		295,494			5,402,276			59,116			4,769,480

(LOSS) INCOME BEFORE INCOME TAXES		(708,966	)		3,682,857			(2,746,197	)		1,413,677

Provision for income taxes		-			-			-			-

NET (LOSS) INCOME		(708,966	)		3,682,857			(2,746,197	)		1,413,677

Deemed dividends related to beneficial conversion features, and accrued dividends		(106,834	)		(156,097	)		(215,885	)		(985,933	)

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(815,800	)	$	3,526,760		$	(2,962,082	)	$	427,744

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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		3,316,885,235			2,125,141,567			3,179,603,803			1,937,320,808
Diluted		3,316,885,235			2,539,874,797			3,179,603,803			2,352,054,038

See accompanying notes to unaudited condensed consolidated financial statements.

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

(Unaudited)

Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit
Preferred Stock Series B Preferred Stock Series E Common Stock Common Stock Issuable Additional
Paid-in Accumulated Total
Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2020 700,000 $ 700 105,378 $ 105 1,733,847,494 $ 1,733,848 - $ - $ 104,872,991 $ (122,621,060 ) $     (16,013,416 )

Cancellation of issuable shares
Cancellation of issuable shares, shares
Reduction of put premium upon conversion
Common stock issued for debt conversion, accrued interest and fees
Common stock issued for debt conversion, accrued interest and fees, shares
Common stock issued for debt conversion - - - - 15,454,546 15,454 - - 154,546 - 170,000

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

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
Beneficial conversion effect related to debt conversions
Relative fair value of warrants issued in connection with convertible debt
Accretion of stock-based compensation
Reclassification of warrants from equity to derivative liabilities
Deemed dividend related to price protection
Deemed dividend related to beneficial conversion features and accrued dividends - - - - - - - - 777,510 (829,836 ) (52,326 )

Common shares issued for cashless warrant exercise
Common shares issued for cashless warrant exercise, shares
Warrants issued for services
Accretion of stock-based compensation
Net loss - - - - - - - - - (2,269,180 ) (2,269,180 )

Balance, March 31, 2021 700,000 700 416,370 416 1,749,302,040 1,749,302 - - 109,062,736 (125,720,076 ) (14,906,922 )

Common stock issued for debt conversion - - - - 44,282,163 44,282 329,174 - 373,456

Sales of Series E preferred share units - - 32,126 32 - - - - 332,468 - 332,500

Common stock issued for conversion of Series E preferred shares (340,346 ) (340 ) 571,296,287 571,296 - - (570,956 ) - -

Common stock issued for warrant exercise 121,053,570 121,054 - - 564,660 - 685,714

Beneficial conversion effect related to debt conversions - - - - - - - - 143,872 - 143,872

Deemed dividend related to beneficial conversion features and accrued dividends - - - - - - - - 104,533 (156,097 ) (51,564 )

Net income - - - - - - - - - 3,682,857 3,682,857

Balance, June 30, 2021 700,000 $ 700 108,150 $ 108 2,485,934,060 $ 2,485,934 -           - $ 109,966,487 $ (122,193,316 ) $ (9,740,087)
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity
Preferred Stock Series B Preferred Stock Series E Preferred Stock Series G Common Stock Additional Paid-in Accumulated Total Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity
Balance, December 31, 2021 700,000 $ 700 51,605 $ 52 615,000 $ 615 2,926,528,666 $ 2,926,529 $ 124,604,718 $ (119,016,487 ) $   8,516,127

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

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

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

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

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

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

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

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

Common stock issued for warrant exercise - - - - - - 40,086,207 40,086 (40,086 ) - -

Common stock issued for services and future services - - - - - - 969,149 969 9,031 - 10,000

Accretion of stock-based compensation - - - - - - - - 204,034 - 204,034

Common stock issued for conversion of Series E preferred shares - - (10,240 ) (11 ) - - 38,500,868 38,501 (62,490 ) - (24,000 )

Common stock issued for conversion of Series G preferred shares - - - - (92,500 ) (92 ) 129,272,885 129,273 (108,047 ) - 21,134

Cancellation of Series B preferred in connection with settlement (700,000 ) (700 ) - - - - - - - - (700 )

Dividends accrued - - - - - - - - - (106,834 ) (106,834 )

Net loss - - - - - - - - - (708,966 ) (708,966 )

Balance, June 30, 2022 - $ - 21,418 $ 21 617,500 $ 618 3,396,601,092 $ 3,396,601 $ 126,282,689 $ (121,978,569 ) $ 7,701,360

Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit
Preferred Stock Series B Preferred Stock Series E Common Stock Common Stock Issuable Additional
Paid-in Accumulated Total
Shareholders’
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 - - - - - - -          - 73,725 - 73,725

Common stock issued for debt conversion - - - - 5,290,406 5,290 - - 336,229 - 341,519

Beneficial conversion effect related to debt conversions - - - - - - - - 172,720 - 172,720

Relative fair value of warrants issued in connection with convertible debt - - - - - - - - 262,872 - 262,872

Accretion of stock-based compensation - - - - - - - - 31,250 - 31,250

Reclassification of warrants from equity to derivative liabilities - - - - - - - - (11,381,885 ) - (11,381,885 )

Deemed dividend related to price protection - - - - - - - - 18,696,012 (18,696,012 ) -

Net loss - - - - - - - - - (3,453,338 ) (3,453,338 )

Balance, March 31, 2020 1,700,000 $ 1,700 - - 17,123,009 17,123 25,000 25 55,906,801 (82,765,210 ) (26,839,561 )

Cancellation of issuable shares - - - - (25,000 ) (25 ) 25 - -

Reduction of put premium upon conversion - - - - - - 311,660 - 311,660

Common stock issued for debt conversion, accrued interest and fees - - 412,573,593 412,573 - - 2,317,667 - 2,730,240

Beneficial conversion effect related to debt conversions - - - - - - 15,531,703 - 15,531,703

Common shares issued for cashless warrant exercise - - 70,203,889 70,204 - - (70,204 ) - -

Warrants issued for services - - - - - - 1,963,291 - 1,963,291

Accretion of stock-based compensation - - - - - - 5,208 - 5,208

Net loss - - - - - - - - - (67,655,332 ) (67,655,332 )
Net income (loss) - - - - - - - - - (67,655,332 ) (67,655,332 )

Balance, June 30, 2020 1,700,000 $ 1,700 - $ - 499,900,491 $ 499,900 - $ - $ 75,966,151 $ (150,420,542 ) $ (73,952,791 )
Preferred Stock Series B Preferred Stock Series E Preferred Stock Series G Common Stock Additional Paid-in Accumulated Total Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit

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

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

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

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

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

Balance, March 31, 2021 700,000 700 416,370 416 - - 1,749,302,040 1,749,302 109,062,736 (125,720,076 ) (14,906,922 )

Common stock issued for debt conversion - - - - - - 44,282,163 44,282 329,174 - 373,456

Sales of Series E preferred shares units - - 32,126 32 - - - - 332,468 - 332,500

Common stock issued for conversion of Series E preferred shares - - (340,346 ) (340 ) - - 571,296,287 571,296 (570,956 ) - -

Common stock issued for warrant exercise - - - - - - 121,053,570 121,054 564,660 - 685,714

Beneficial conversion effect related to beneficial conversions - - - - - - - - 143,872 - 143,872

Deemed dividend related to beneficial conversion features and accrued dividends - - - - - - - - 104,533 (156,097 ) (51,564 )

Net Income - - - - - - - - - 3,682,857 3,682,857
Net Income (loss) - - - - - - - - - 3,682,857 3,682,857
Balance, June 30, 2021 700,000 $ 700 108,150 $ 108 - $ - 2,485,934,060 $ 2,485,934 $ 109,966,487 $ (122,193,316 ) $ (9,740,087 )
See accompanying notes to unaudited condensed consolidated financial statements.

5

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

2021 2020 2022 2021
For the Six Months Ended For the Six Months Ended
June 30, June 30,
2021 2020 2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,413,677 $ (71,108,670 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net (loss) income $ (2,746,197 ) $ 1,413,677
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization expense 293,616 28,144 377,500 293,616
Amortization of debt discount to interest expense 83,548 2,768,270 - 83,548
Stock-based compensation and consulting fees - 1,999,749
Other non-cash interest and fees - 8,180
Interest expense related to debt default - 1,531,335
Derivative (income) expense, net (3,284,306 ) 69,661,771
Stock-based compensation 1,040,167 -
Stock-based professional fees 8,333 -
Gain from sale of subsidiary’s assets (296,689 ) -
Gain related to derivative liabilities, net - (3,284,306 )
Non-cash portion of gain on extinguishment of debt, net (1,564,941 ) (6,296,141 ) - (1,564,941 )
Non-cash portion of gain on settlement (700 )
Loss on lease abandonment 616,074 - 616,074
Rent expense 2,119 9,511 - 2,119
Bad debt recovery (11,240 ) - - (11,240 )
Other non-cash gain (11,808 ) - - (11,808 )
Change in operating assets and liabilities:
Accounts receivable 226,268 40,236 8,094 226,268
Prepaid expenses and other current assets 34,917 (523,340 ) (156,126 ) 34,917
Security deposit 61,000 (130,750 ) (6,245 ) 61,000
Accounts payable and accrued expenses 264,692 19,411 (50,014 ) 264,692
Insurance payable (14,720 ) 253,611 42,424 (14,720 )
Accrued compensation and related benefits (28,330 ) 346,901 (39,151 ) (28,330 )

NET CASH USED IN OPERATING ACTIVITIES (1,919,434 ) (1,391,782 ) (1,818,604 ) (1,919,434 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (460,510 )
Cash acquired in acquisition 10,031 - - 10,031
Cash used for acquisitions (2,133,146 ) - - (2,133,146 )
Cash proceeds from sale of subsidiary’s assets 748,500 -

NET CASH USED IN INVESTING ACTIVITIES (2,123,115 ) (460,510 )
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 748,500 (2,123,115 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of series E preferred share units 3,590,500 - - 3,590,500
Proceeds from convertible notes payable - 1,880,000
Payment of liquidated damages on Series E preferred shares (24,000 ) -
Net proceeds from sale of series G preferred share units 855,000 -
Proceeds from exercise of warrants 685,714 - 245,714 685,714
Repayment of convertible notes payable - (257,139 )
Net proceeds from notes payable - 4,479,662
Repayment of notes payable (195,697 ) (2,765,961 ) (295,596 ) (195,697 )
Net proceeds (payments) on related party advances 14,630 (103,123 )
Net proceeds (payments) of related party advances - 14,630

NET CASH PROVIDED BY FINANCING ACTIVITIES 4,095,147 3,233,439 781,118 4,095,147

NET INCREASE IN CASH 52,598 1,381,147
NET (DECREASE) INCREASE IN CASH (288,986 ) 52,598

CASH, beginning of period 579,283 50,026 6,067,692 579,283

CASH, end of period $ 631,881 $ 1,431,173 $ 5,778,706 $ 631,881

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 67,839 $ 1,107,788 $ 9,762 $ 67,839
Income taxes $ - $ - $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt discounts recorded $ - $ 262,872
Increase in derivative liability and debt discount $ - $ 1,702,473
Conversion of debt and accrued interest for common stock $ 543,457 $ 3,063,579 $ - $ 543,457
Reclassification of accrued interest to debt $ - $ 89,262
Reclassification of due to related parties to accrued expenses $ 94,000 $ - $ - $ 94,000
Decrease in put premium and paid-in capital $ - $ 385,385
Reclassification of warrant value from equity to derivative liabilities $ - $ 11,381,885
Deemed dividend related to price protection and beneficial conversion features $ 882,043 $ 18,696,012 $ - $ 882,043
Conversion of Series E preferred stock to common stock $ 31 $ -
Conversion of Series G preferred stock and accrued dividends to common stock $ 21,226 $ -
Accrual of preferred stock dividends $ 215,885 $ -
Issuance of common stock for future services $ 5,000 $ -

ACQUISITIONS:
Assets acquired:
Accounts receivable $ 265,175 $ - $ - $ 265,175
Prepaid expenses 7,534 - - 7,534
Property and equipment 257,416 - - 257,416
Right of use assets 44,388 - - 44,388
Other receivable 622,240 - - 622,240
Security deposits 33,340 - - 33,340
Total assets acquired 1,230,093 - - 1,230,093
Less: liabilities assumed:
Accounts payable 132,155 - - 132,155
Accrued expenses 79,138 - - 79,138
Notes payable 1,491,458 - - 1,491,458
Lease liabilities 44,388 - - 44,388
Total liabilities assumed 1,747,139 - 1,747,139
Increase in intangible assets - non-cash $ 517,046 $ - $ - $ 517,046

See accompanying notes to unaudited condensed consolidated financial statements.

6

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2021~~2022

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Transportation and Logistics Systems, Inc. (“TLSS” or the “Company”), was incorporated under the laws of the State of Nevada, on July 25, 2008. The Company operates through its active subsidiaries as a logistics and transportation company specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul ~~services for predominantly online retailers.~~services.

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

During the ~~year~~six months ended ~~December 31, 2020 and 2019, one customer, Amazon, represented~~June 30, 2022, four customers accounted for ~~96.7% and~~ ~~98.7~~70.0% of the Company’s total net ~~revenues~~ revenues. Approximately 51.1% of the Company’s revenue of $3,066,193for the six months ended June 30, 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 the Company has commenced replacing its Amazon business with the acquisitions as set forth below, ~~such initiatives are consistent with its already existing business plan~~the Company 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 potential acquisition ~~opportunities, while continuing to execute its restructuring plan which commenced in February 2020.~~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 a third party (the “Buyer”). Pursuant to the Asset Purchase Agreement, Shyp FX sold substantially all its asset and specific liabilities to the Buyer. 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., a company incorporated under the laws of the State of Delaware (“TLSS Acquisition”). On March 24, 2021, TLSS Acquisition acquired all of the issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state area (“Cougar Express”). Cougar Express was a family-owned full-service transportation business that has been in operation for more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country (See Note 3).

7
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
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”). ~~Through~~Shyp CX does not engage in any revenue-generating operations.
On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all of the Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, 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 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 six months ended June 30, 2021 ~~Shyp CX was inactive.~~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, ~~Prime EFS, Shypdirect,~~ TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and its deconsolidated subsidiaries, Prime EFS and Shypdirect, whose results of operations for the six months ended June 30, 2021 are included in the results of the Company prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey, are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

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

Basis of presentation and principles of consolidation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim condensed consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, ~~2020,~~2021 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March ~~17, 2021.~~
7
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~31, 2022.

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

On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for the six months ended June 30, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey.
8
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
The unaudited condensed consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, ~~Prime EFS, Shypdirect,~~ TLSS Acquisition, Cougar Express, Shyp FX and Shyp ~~CX.~~CX, and Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021). All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

~~Going concern consideration~~Liquidity

The accompanying unaudited condensed consolidated financial statements have been prepared on ~~a going concern~~the basis ~~which contemplates the~~of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ~~normal~~ordinary course of business. ~~As reflected in~~
Historically, the ~~accompanying condensed consolidated financial statements,~~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 a loss from operations of $2,805,313 and $3,355,803 for the six months ended June 30, 2022 and 2021, ~~and 2020,~~respectively. Until such time that the Company ~~had net income (loss)~~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 $~~1,413,677~~ ~~and $(71,108,670)~~ ~~and net cash used in operations was $1,919,434~~ ~~and $1,391,782, respectively. Additionally, the Company had an accumulated deficit, shareholders’ deficit, and~~being a ~~working capital deficit of $122,193,316, $9,740,087~~, ~~and $12,382,787, respectively, on June 30, 2021. Furthermore, effective September 30, 2020 and in May 2021, the Company lost major contracts with its primary customer as described below.~~public company.

~~On June 19, 2020, Amazon notified Prime EFS by~~During the ~~Prime EFS Termination Notice that it does not intend to renew~~year ended December 31, 2021, the In-Force Agreement when that agreement expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, pursuant to the Shypdirect Termination Notice, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective asCompany issued an aggregate of November 14, 2020 (see Note 1). However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition343,118 shares of its ~~Amazon last-mile delivery business to other service providers, Prime EFS releases any~~Series E preferred stock for net proceeds of $3,590,500 and ~~all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and~~issued an aggregate of 615,000 shares of its Series G preferred stock for net proceeds of $5,479,560. Additionally, during the year ended December 31, 2021, the Company ~~Prime EFS~~received proceeds of $4,226,383 from the exercise of stock warrant. The proceeds were used for the acquisition of Cougar Express and DDTI, the repayment of debt, and for working capital purposes. During the six months ended June 30, 2022, the Company ~~agreed, for nominal consideration, that~~received net proceeds of $855,000 from the ~~Delivery Service Partner Program Agreement between Amazon~~sale of Series G preferred stock and ~~Prime EFS would terminate effective September 30, 2020; that Prime EFS and~~$245,714 from the exercise of warrants which only further improved the Company’s financial condition. As such, the Company ~~would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers;~~expects that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2nd fiscal quarter of 2021. This impact has caused Prime EFS and Shypdirect to become insolvent and to cease operations. During the first quarter of 2021, the Company’s subsidiaries defaulted on certain truck leases. In connection with these defaults, the Lessor has demanded that the Company’s subsidiaries pay for the leased trucks in the amount of approximately $~~2,871,000~~ ~~which was accrued and included in contingency liabilities on the accompanying condensed consolidated balance sheets~~its cash as of June 30, ~~2021~~2022 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of its unaudited condensed consolidated financial statements.
Risks and ~~December 31, 2020 (see Note 10).~~uncertainties

The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had ~~minimal~~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 ~~2021,~~2022, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations.

It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. During the six months ended June 30, 2021, the Company issued an aggregate of ~~343,118~~ ~~shares of its Series E preferred stock for net proceeds of $3,590,500~~ (see Note 9). The proceeds were used for the acquisition of Cougar Express and DDTI and for working capital purposes. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital. Additionally, during the three months ended June 30, 2021, the Company received proceeds of $~~685,714~~ ~~from the exercise of stock warrants (see Note 9).~~
The Company will continue to: (i) seek to replace its Amazon business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute its restructuring plan. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common and preferred shares and from the issuance of convertible promissory notes and notes payable, there is no assurance that it will be able to continue to do so. If the Company is unable to replace its Amazon business, to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of estimates

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

89

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022

Fair value of financial instruments

The Financial Accounting Standards Board (“~~FASB~~”FASB”) issued ASC 820 — Fair Value Measurements and Disclosures, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, ~~2021.~~2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

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

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

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

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

The Company measures certain financial instruments at fair value on a recurring basis. ~~Assets~~As of June 30, 2022 and December 31, 2021, the Company had no assets and liabilities measured at fair value on a recurring ~~basis are as follows on June 30, 2021 and December 31, 2020:~~basis.
~~SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS~~
On June 30, 2021 On December 31, 2020
Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Derivative liabilities — — $ — — — $ 4,181,187

A roll-forward of the level 3 valuation financial instruments is as follows:
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS
For the
Six Months ended
June 30, 2021 For the
Six Months ended
June 30, 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 ) (22,068,971 )
Reclassification of warrants from equity to derivative liabilities - 11,381,885
Change in fair value included in derivative (gain) expense (3,284,306 ) 54,769,703
Balance at end of period $ - $ 62,813,098
For the
Six Months ended
June 30, 2022 For the
Six Months ended
June 30, 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 $ - $ -

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”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, insurance payable, and other payables ~~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.

910

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2021~~2022

Cash and cash equivalents

For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company did 0tnot have any cash equivalents.

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On June 30, ~~2021,~~2022, cash in bank in excess of FDIC insured levels amounted to approximately $~~360,000~~5,247,000. The Company has not experienced any losses in such accounts through June 30, ~~2021.~~2022.

Accounts receivable

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

Property and equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of five to six years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. 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

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

Leases

On January 1, 2019, the Company adopted ~~ASU~~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 ~~condensed~~ consolidated statements of operations.

Impairment of long-lived assets

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

11
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
Deconsolidation of subsidiaries
The Company accounts for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets.
Segment reporting

The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company believes that it operates in 1one operating segment related to deliveries for on-line retailers in New York, New Jersey, Pennsylvania and other areas, 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.

Derivative financial instruments

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. 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.

10
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification.

Revenue recognition and cost of revenue

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

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

Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented.

~~Basic and diluted loss per share~~
Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method) and shares issuable for convertible debt and Series B and E preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future.
~~The following table presents a reconciliation of basic and diluted net income (loss) per share:~~
~~SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE~~
2021 2020 2021 2020
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Income (loss) per common share - basic:
Net income (loss) attributable to common stockholders $ 3,526,760 $ (67,655,332 ) $ 427,744 $ (89,804,682 )
Weighted average common shares outstanding – basic 2,125,141,567 261,417,292 1,937,320,808 136,885,211
Net income (loss) per common share – basic $ 0.00 $ (0.26 ) $ 0.00 $ (0.66 )

Income (loss) per common share - diluted:
Net income (loss) attributable to common shareholders – basic $ 3,526,760 $ (67,655,332 ) $ 427,744 $ (89,804,682 )
Add: Series E dividends 156,097 - 985,933 -
Numerator for income (loss) per common share – diluted $ 3,682,857 $ (67,655,332 ) $
1,413,677
$ (89,804,682 )
Weighted average common shares outstanding – basic 2,125,141,567 261,417,292 1,937,320,808 136,885,211
Add: dilutive shares related to:
Warrants 270,461,130 - 270,461,130 -
Series E preferred 144,272,100 - 144,272,100 -
Weighted average common shares outstanding – diluted
2,539,874,797
261,417,292
2,352,054,038
136,885,211
Net income (loss) per common share – diluted $ 0.00 $ (0.26 ) $ 0.00 $ (0.66 )
Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the six months ended June 30, 2021 and 2020 as they would have an anti-dilutive impact on the Company’s net income (loss) in that period and consisted of the following:
~~SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING~~
June 30, 2021 June 30, 2020
Stock warrants 30,622,278 561,568,464
Stock options 80,000 80,000
Convertible debt - 698,058,084
Series B convertible preferred stock 700,000 1,700,000
Series E convertible preferred stock - -
31,402,278 1,261,406,548
1112

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2021~~2022

Stock-based compensation

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

Basic and diluted (loss) income per share
Pursuant to ASC 260-10-45, basic (loss) income per common share is computed by dividing net (loss) income attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted (loss) income per share is computed by dividing net (loss) income 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 and G 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:
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
2022 2021 2022 2021
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Net (loss) income per common share - basic:
Net (loss) income attributable to common stockholders $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744
Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808
Net (loss) income per common share – basic $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00

Net (loss) income per common share - diluted:
Net (loss) income attributable to common shareholders – basic $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744
Add: Series E dividends - 156,097 - 985,933
Numerator for net (loss) income per common share – diluted $ (815,800 ) $ 3,682,857 $ (2,962,082 ) $ 1,413,677
Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808
Add: dilutive shares related to:
Warrants - 270,461,130 - 270,461,130
Series E preferred - 144,272,100 - 144,272,100
Weighted average common shares outstanding – diluted 3,316,885,235 2,539,874,797 3,179,603,803 2,352,054,038
Net (loss) income per common share – diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00
Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the six months ended June 30, 2022 and 2021 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following:
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING
June 30, 2022 June 30, 2021
Stock warrants 1,258,008,109 30,622,278
Stock options 80,000 80,000
Series B convertible preferred stock - 700,000
Series E convertible preferred stock 28,571,600 -
Series G convertible preferred stock 617,500,000 -
Antidilutive securities excluded from computation of earnings per share 1,904,159,709 31,402,278
13
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the unaudited condensed consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options, warrants for instance, that remain equity classified after modification or exchange. The ASU provides guidance that will clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 did not have any impact on the Company’s unaudited condensed consolidated financial statements.

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

NOTE 3 – ACQUISITIONS AND DISPOSITION
Acquisitions

On January 15, 2021, through Shyp FX, the Company executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”), including last-mile delivery services using vans and box trucks. The purchase price was $100,000of 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 acquired all ~~of the~~ issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the New York tri-state area (“Cougar Express”). The purchase price was $2,000,000 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.

14
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
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 ~~did not~~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 acquisition:
SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED
DDTI Cougar Express Total
Assets acquired:
Cash $ - $ 10,031 $ 10,031
Accounts receivable - 265,175 265,175
Other assets - 40,874 40,874
Transportation vehicles 209,585 - 209,585
Equipment 20,000 27,831 47,831
Right of use assets 44,388 - 44,388
Other receivable - 622,240 622,240
Non-compete agreement - 150,000 150,000
Customer relationship 373,449 2,116,712 2,490,161
Total assets acquired at fair value 647,422 3,232,863 3,880,285
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 $ 2,422,225 $ 2,922,225

Purchase consideration paid:
Cash paid $ 100,000 $ 2,033,146 $ 2,133,146
Acquisition payable - 39,079 39,079
Promissory notes 400,000 350,000 750,000
Total purchase consideration paid $ 500,000 $ 2,422,225 $ 2,922,225

12
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
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

The Company shall record acquisition and transaction related expenses in the period in which they are incurred. During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, acquisition and transaction related expenses primarily consisted of legal fees of approximately $~~8,200~~0 and $08,200, respectively. Additionally, the Company paid expenses and fees relating to the sale of Series E preferred stock in which a portion of the proceeds were used to pay the cash portion of the consideration (see Note 9).
Sale of Shyp FX assets
On June 21, 2022, the Company sold substantially all of the assets of Shyp FX in an all-cash transaction. The purchaser was Farhoud Logistics Inc., a New Jersey corporation, an unrelated party. Under the terms of the sale, The Company sold the assets of Shyp FX consisting of transportation equipment and other equipment and the business of Shyp FX for $825,000. The Company received net proceeds of $748,500 which is net of a broker commission of $75,000 and other expenses of $1,500. $25,000 is 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. In the connection with the sale of these assets, for the three and six months ended June 30, 2022, the Company recorded a gain on the sale of $296,689 which consisted of the following:
SCHEDULE OF GAIN ON SALE OF SUBSIDIARY ASSETS
Amount
Total sale price consideration received $ 825,000

Less:
Commissions and other fees paid 76,500
Write-off of unamortized intangible assets 194,505
Net book value of property and equipment sold 257,306
Cost of sale of assets 528,311
Gain on sale of subsidiaries asset’s $ 296,689
15
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
NOTE 4 – ACCOUNTS RECEIVABLE

On June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, accounts receivable, net consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
June 30, 2021 December 31, 2020 June 30, 2022 December 31, 2021
Accounts receivable $ 423,069 $ 392,922 $ 473,640 $ 481,734
Allowance for doubtful accounts - (20,000 ) - -
Accounts receivable, net $ 423,069 $ 372,922 $ 473,640 $ 481,734

NOTE 5 - PROPERTY AND EQUIPMENT

On June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
Useful Life June 30, 2021 December 31, 2020 Useful Life June 30, 2022 December 31, 2021
Delivery trucks and vehicles 3 - 6 years $ 1,025,667 $ 761,652 3 - 5 years $ 368,820 $ 747,889
Equipment 1 - 5 years 51,301 3,470 1 - 5 years 31,301 51,301
Subtotal 1,076,968 765,122 400,121 799,190
Less: accumulated depreciation (280,096 ) (166,315 ) (170,697 ) (221,985 )
Property and equipment, net $ 796,872 $ 598,807 $ 229,424 $ 577,205
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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, depreciation expense is included in general and administrative expenses and amounted to $~~113,781~~90,475 and $~~28,144~~113,781, respectively.
NOTE 6 – INTANGIBLE ASSETS

On June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, intangible asset consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
Useful life June 30, 2021 December 31, 2020 Useful life June 30, 2022 December 31, 2021
Customer relations 3 - 5 years $ 2,490,161              - 3 - 5 years $ 2,123,768 2,497,217
Non-compete agreement 5 years 150.000 - 5 years 150,000 150,000
Intangible assets gross 2,640,161 - 2,273,768 2,647,217
Less: accumulated amortization (179,835 ) - (577,916 ) (469,835 )
Intangible assets net $ 2,460,326 $ - $ 1,695,852 $ 2,177,382
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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, amortization of intangible assets amounted to $~~179,835~~287,025 and $0179,835, respectively.

Amortization of intangible assets attributable to future periods is as follows:
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS
Year ending June 30: Amount Amount
2022 $ 577,825
2023 577,825 $ 454,754
2024 520,771 454,754
2025 453,342 454,754
2026 330,563 331,590
Total $ 2,460,326 $ 1,695,852

1316

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2021~~2022

NOTE 7 – CONVERTIBLE PROMISSORY NOTES PAYABLE
~~August 30, 2019 convertible debt and related warrants~~
~~On August 30, 2019, the Company closed Securities Purchase Agreements (the “~~~~August 2019 Purchase Agreements~~”) 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. During 2020 and prior, down-round protection was triggered. As of March 31, 2021 and December 31, 2020, the conversion price on the August 2019 Notes was $~~0.006~~ ~~per share and the exercise price of any remaining August 2019 Warrants was $0.006~~ ~~per share. On June 30, 2021 and December 31, 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.~~

Q1/Q2 2020 convertible debt and related warrants

During the year ended December 31, 2020, the Company issued and sold to certain investors convertible promissory notes in the aggregate principal amount of $2,068,000 (the “Q1/Q2 2020 Notes”) and warrants to purchase up to 827,200 shares of the Company’s common stock (the “Q1/Q2 2020 Warrants”). The Company received net proceeds of $1,880,000, which is net of a 10% original issue discounts of $188,000. The Q1/Q2 2020 Notes initially bore interest at 6% per annum and become due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which ~~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.law ~~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 are prepayments and are 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~~$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.
Due to the default of amortization payments due on our August 2019 Notes and other notes, in 2020, the Q1/Q2 2020 Notes were deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30% which amounted to approximately $620,400, default interest accrues at 18%, and the default conversion terms applied. In the third fiscal quarter of 2020, the great majority of principal amount of Q1/Q2 2020 Notes was exchanged for Common Stock at the conversion price that applied if an Event of Default occurred. It is the Company’s position (and it was the Company’s intent at issuance) that, to the extent the Q1/Q2 2020 Notes were converted for Common Stock at the advantageous conversion price applicable to post-Events of Default, the Q1/Q2 Notes are not also entitled to receive the Mandatory Default Payment (as defined in the Q1/Q2 2020 Notes) of 130% of principal amount. During 2020, since a note holder could conceivably disagree with the Company’s position in this regard, the Company has decided, out of an abundance of caution and despite its confidence that its construction of the Q1/Q2 2020 Notes is the only correct one, to accrue a reserve as if a note holder were entitled both to convert its Q1/Q2 Notes at the advantageous conversion price applicable to post-Events of Default and to receive the Mandatory Default Payment of 130% on the entire original principal amount of Q1/Q2 2020 Notes.

During the three months ended June 30, 2021, the Company and each investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the ~~three months~~year ended ~~June 30,~~December 31, 2021, the Company reversed the accrued Mandatory Penalty amount due of $620,400 and principal amounts due of $~~664,400~~44,000 and recorded a gain on debt extinguishment of $664,400. Additionally, during the ~~three months~~year ended ~~June 30,~~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 June 30, 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~~.

14
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
April 20, 2020 convertible debt

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

17
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
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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.2022

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.~~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.

~~The April 20~~Due to the default of August 2019 Note ~~includes a down-round provision under which~~Amortization Payments due on our August 2019 Notes and other notes, the April 20 Note was deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30% which amounted to approximately $136,950, default interest accrued at 18%, and the default conversion 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.terms applied.

During the three months ended June 30, 2021, the Company issued 15,923,322 shares of its common stock upon the conversion of all remaining principal and interest balances due aggregating $95,540. Hence, as of June 30, 2022 and 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.~~

Other convertible debt

~~As discussed in Note 8 below, 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 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 June 30, 2022 and December 31, 2021, the convertible note balance is $0...

Summary of derivative liabilities

During the six months ended June 30, 2021, and 2020, due to the non-payment of amortization payments due, substantially all convertible notes were deemed in default. Since the default principal due is convertible at the same default terms contained in the related convertible notes, the Company determined that various terms of the convertible notes discussed above caused derivative treatment of the embedded conversion options related to the principal and default principal due. Accordingly, under the provisions of ASC 815-40 - ~~Derivatives and Hedging – Contracts in an Entity’s Own Stock~~, 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.
15
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
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.
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 six months ended June 30, 2021 and 2020,~~ the fair value of the derivative liabilities, warrants and conversion option was estimated using the Binomial valuation model with the following assumptions:
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL
2021 2020
Expected dividend rate - -
Expected term (in years) 0.75 to 5.00 1.00 to 5.00
Volatility 169.7% to 367.0 % 154.2% to 362.0 %
Risk-free interest rate 0.04% to 0.87 % 0.15% to 1.62 %

~~On June 30, 2021 and December 31, 2020, convertible promissory notes are as follows:~~
~~SCHEDULE OF CONVERTIBLE PROMISSORY NOTES~~
June 30, 2021 December 31, 2020
Principal and default penalty amount $ - $ 1,062,764
Less: unamortized debt discount     - (83,548 )
Convertible notes payable, net - 979,216
Less: current portion of convertible notes payable - (979,216 )
Convertible notes payable, net – long-term $ - $ -
~~On December 31, 2020, the principal and default penalty amount due of $1,062,764~~ ~~consisted of promissory note principal balances due of $351,000~~ ~~and default penalty amounts due of $711,764~~.
2021
Expected dividend rate -
Expected term (in years) 0.75 to 5.00
Volatility 169.7% to 367.0 %
Risk-free interest rate 0.04% to 0.87 %

For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, amortization of debt discounts related to convertible notes amounted to $~~83,548~~0 and $~~2,162,507~~83,548, respectively, which has been included in interest expense on the accompanying unaudited condensed consolidated statements of operations. The weighted average interest rate during the six months ended June 30, 2021 was approximately 18.0%.

NOTE 8 – NOTES PAYABLE

Promissory notes
~~On June 30, 2021 and December 31, 2020, Prime EFS notes payable related to Assumed Secured Merchant Loans and promissory notes amounted to $80,490~~ ~~and $80,490, respectively.~~
~~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 June 30, 2021 and December 31, 2020, Prime EFS remaining notes payable to an entity amounted to $40,000~~ ~~and $40,000, respectively.~~
16
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
~~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 bores 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 June 30, 2021 and December 31, 2020, Prime EFS notes payable related to one remaining individual amounted to $220,000~~ ~~and $220,000, respectively.~~

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 4four installments of $100,000 plus accrued interest as follows: $100,000 plus accrued interest was due and paid on April 15, 2021, $100,000 plus accrued interest was due and paid on July 15, 2021, $100,000 plus accrued interest is due and paid on October 15, 2021 and $100,000 plus all remaining accrued interest iswas due and paid on January 15, 2022. Interest ~~accrues~~accrued at 4% per annum. On June 30, 2022 and December 31, 2021, the ~~liability~~principal amount related to this note was $~~300,000~~0. and $100,000, respectively.
18
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022

On March 24, 2021, in connection with the acquisition of Cougar Express, the Company issued a promissory note in the amount of $350,000. The principal amount of $350,000 iswas payable in 2two installments of $175,000 plus accrued interest as follows: $175,000 plus accrued interest iswas due and paid on September 23, 2021 and $175,000 plus all remaining accrued interest iswas due and paid on March 23, 2022. Interest ~~accrues~~accrued at 6% per annum. On June 30, 2022 and December 31, 2021, the ~~liability~~principal amount related to this note was $~~350,000~~0. and $175,000, respectively.

Equipment and auto notes payable
In connection with the acquisition of Prime EFS, the Company assumed several equipment notes payable liabilities due to entities. On June 30, 2021 and December 31, 2020, Prime EFS equipment notes payable to these entities amounted to $~~36,233~~ ~~and $43,363, respectively.~~
~~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 June 30, 2021 and December 31, 2020, Prime EFS auto notes payable to these entities amounted to $161,983~~ ~~and $151,710, respectively.~~

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 60 monthly installments of $9,304. The first payment was paid in December 2019 and the remaining fifty-nine payments ~~are~~were due monthly commencing on January 27, 2020. The note iswas secured by the trucks and iswas personally guaranteed by the Company’s former chief executive officer. During the year ended December 31, 2021, this note was repaid. On June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, equipment note payable to this entity amounted to $~~340,727~~0 ~~and $375,422, respectively.~~.

In connection with the acquisition of DDTI, the Company assumed several truck notes payable liabilities due to entities. On June 30, 2022 and December 31, 2021, truck notes payable to these entities amounted to $~~87,793~~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 June 30, 2022 and December 31, 2021, equipment notes payable to these entities amounted to $~~9,903~~0. and $2,611, respectively.

Paycheck Protection Program Promissory ~~Notes~~Note
~~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 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.~~
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.~~
17
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~

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

Line of credit
Through December 2021, the Company’s subsidiary, Cougar Express, maintained a $5,000 line of credit with the bank. This line of credit was closed in December 2021 and was payable of demand. On December 31, 2021, principal amount outstanding under the line of credit amounted to $0.
On June 30, ~~2021~~2022 and ~~2020,~~December 31, 2021, notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
June 30, 2021 December 31, 2020
Principal amounts $ 5,073,281 $ 4,357,138
Less: current portion of notes payable (4,626,661 ) (3,919,544 )
Notes payable – long-term $ 446,620 $ 437,594

~~For the six months ended June 30, 2021 and 2020, amortization of debt discounts related to notes payable amounted to $~~0 ~~and $605,763, respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations.~~
June 30, 2022 December 31, 2021
Principal amounts $ - $ 295,596
Less: current portion of notes payable - (283,141 )
Notes payable – long-term $ - $ 12,455

NOTE 9– ~~STOCKHOLDERS’ DEFICIT~~SHAREHOLDERS’ EQUITY

Preferred stock

Series B preferred shares

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 B preferred shares were cancelled and the Company recorded settlement income of $700.
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TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
Series D preferred shares

The Board of Directors (the “Board”) created the Series D pursuant to the authority vested in the Board by the Company’s Amended and Restated Articles of Incorporation to issue up to 10,000,000shares of preferred stock, $0.001par 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 D 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”). 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 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 into1,000 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.

18
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D Convertible Preferred Stock. Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $~~500,184, 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 of June 30, 2021 and December 31, 2020,~~ 0 ~~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.
Series E preferred shares

To consummate the Series E Offering, the Company’s Board of Directors (the “Board”) created the Series E Convertible Preferred Stock (the “Series E”) pursuant to the authority vested in the Board by the Company’s Amended and Restated Articles of Incorporation to issue up to10,000,000shares of preferred stock, $0.001par value per share, of which 7,049,999are 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.~~stockholders.

On October 6, 2020, the Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E COD”) 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 Series E 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”). Pursuant with the Amended Series E COD,

● Each holder of Series E has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E held by such holder are convertible as of the applicable record date.
● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series E on the redemption date, it shall be deemed to have waived its redemption right.

20
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the “Make Good Amount”)equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the “Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date.

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

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

19
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
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 six months ended~~As of June 30, 2022 and December 31, 2021, the Company has accrued dividends of $~~103,890~~ 152,450 and $140,872, respectively, which has been included in accrued expenses on the accompanying unaudited condensed 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%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%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~~%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.
21
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022

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 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) 32,126shares of Series E and (ii) Warrants to purchase 42,857,143shares of the Company’s common stock which are equal to 1,334warrants ~~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 $11.67per unit. The Company paid fees of $42,500and received net proceeds of $332,500. The initial exercise price of the Warrants related to the April 2021 Series E Offering is $0.01per share, subject to adjustment. Additionally, the Company issued 8,571,429warrants to the placement agent at an initial exercise price of $0.01per share. In connection with the issuance of the Series E and related warrants, on April 9, 2021, the Company recorded a deemed dividend of $104,533related to the beneficial conversion features of the Series E.
20
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~

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

22
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
These Series E preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the unaudited condensed consolidated balance sheet was appropriate. As per the terms of the Series E preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to ~~115~~%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 six months ended June 30, 2021, the Company paid the placement agent cash of $385,500~~ and issued ~~91,542,858~~ 15,314,285warrants 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 $0.01per share. The cash fee of $400,500was 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.

During the ~~six~~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.
Series F preferred share
Pursuant to the terms of the Securities Purchase Agreements entered in connection with the Series E Offering by and among the Company and the investors named therein (the “Series E Investors”), the Company is required to keep reserved for issuance to the Series E Investors three times the number of shares of common stock issuable to the Series E Investors upon conversion or exercise, as applicable, of convertible notes and warrants held by the Series E Investors (the “Series E Reserve Requirement”). If the Company fails to meet the Series E Reserve Requirement within 45 days after written notice from a Series E Investor, the Company must, inter alia, sell to Company’s chief executive officer (or such other officer as the board of directors may designate) a series of preferred stock which holds voting power equal to ~~51%~~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.
23
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
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.~~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.
Series G preferred share

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 G has a stated value of $10.00 per share (the “Series G Stated Value”). Pursuant with the Series G COD,
● Each holder of Series G has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series G held by such holder are convertible as of the applicable record date.
● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series G) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series G on the redemption date, it shall be deemed to have waived its redemption right.
Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership limitations.
If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the “Base Share Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is reflected to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price.
From and after the Original Issuance Date, cumulative dividends on each share of Series G shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum based on a 360-day year on the Stated Value plus all unpaid accrued and accumulated dividends thereon. As of June 30, 2022 and December 31, 2021, the Company has accrued dividends of $183,173 and $0, respectively, which has been included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets.
On a pari passu basis with the holders of Series E Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series G is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. The holders of Series G have the right to participate, pro rata, in each subsequent financing in an amount up to 40% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing.
A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% 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.
24
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
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 share of Series G purchased (the “December 2021 Series G Offering”). The gross proceeds to the Company were $6,150,000, or $10.00 per unit. The Company paid fees of $615,507, paid cash of $54,933 for the settlement of disputed penalties related the Series E and received net proceeds of $5,479,560 The initial exercise price of the Warrants related to the December 2021 Series G Offering is $0.01 per share, subject to adjustment. In connection with the issuance of the Series G and related warrants, the Company recorded a deemed dividend of $2,041,802 related to the beneficial conversion features of the Series G.
On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 shares of Series G and (ii) Warrants to purchase 70,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each 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 G Registration Rights Agreements”) pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series G Preferred Stock and exercise of the Warrants. Pursuant to the Series G Registration Rights Agreements, if a registration statement registering for resale all of the shares of common stock issuable under Series G Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 45 days of the closing dates or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Holders may have under the Series G Registration Rights Agreements or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company is obligated to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Series G Purchase Agreement, during which such Event continues uncured. Also pursuant to the Series G Registration Rights Agreements, the partial liquidated damages provisions summarized above apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company filed a registration statement on Form S-1 for the shares of Common Stock issuable to the Investors upon conversion of the Series G Preferred Stock and exercise of the Warrants (the “S-1 Registration Statement”) on January 28, 2022 (the “Filing Date”), which was declared effective by the Commission om\n May 13, 2022. The filing of the S-1 Registration Statement cured the Filing Events as of the Filing Date. The declaration of effectiveness of the S-1 Registration Statement cured the Effectiveness Events as of the Effective Date.
25
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
These Series G preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the unaudited condensed consolidated balance sheet was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series G preferred stock is classified as permanent equity.
The Company concluded that the Series G Preferred Stock represented an equity host and, therefore, the redemption feature of the Series G Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series G Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series G Preferred Stock were not considered an embedded derivative that required bifurcation.
In connection with issuance of the Series G, on December 31, 2021, the Company paid the placement agent cash of $609,507 and issued 123,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The cash fee of $609,507 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.
In connection with issuance of the Series G, during the six months ended June 30, 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 E certificate of designation, as amended.
Common stock

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 increase in the number of authorized shares was needed to meet the share reserve requirements under the Series E.

The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on 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.

26
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
Shares issued in connection with conversion of convertible debt and interest
~~During the three months ended March 31, 2020, the Company issued~~ ~~5,290,406~~ ~~shares of its common stock upon the partial conversion of a convertible note principal and default interest balances due of $310,894, and accrued interest payable of due of $30,625~~ ~~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 $172,720~~ 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.

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.

21
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
Shares issued in connection with conversion of Series E preferred shares

During the ~~six~~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.

On January 19, 2022, the Company issued 75,000,000 shares of its common stock in connection with the conversion of 19,947 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.
On April 13, 2022, the 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.
Shares issued upon exercise of warrants

During the ~~six~~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 March 31, 2022, the Company issued ~~Stock options~~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 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.
Shares issued for compensation

~~Stock option activities~~On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 shares of its common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of 30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year quarter through January 3, 2025. In connection with these shares, the Company valued these common shares at a fair value of $1,343,391 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.
On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of 5,454,546 common shares of the Company which were valued at $60,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 1,363,636.50 shares vesting on March 31, 2022, and 1,363,636.50 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $60,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.
On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $125,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.
During the six months ended June 30, 2022 and 2021, ~~are summarized as follows:~~aggregate accretion of stock-based compensation expense on the above granted shares amounted to $790,167 and $0, respectively. Total unrecognized compensation expense related to these vested and unvested common shares on June 30, 2022 amounted to $738,224 which will be amortized over the remaining vesting period of approximately 0.50 to 2.50 years.
27
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 common shares of the Company which were valued at $250,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested immediately. In connection with these shares, the Company valued these common shares at a fair value of $250,000 and recorded stock-based compensation expense of $250,000.
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 $8,333 and prepaid expenses of $1,667 which will amortized over the remaining service period of one month.
The following table summarizes activity related to non-vested shares:
SUMMARY OF ~~STOCK OPTION ACTIVITIES~~ACTIVITY RELATED TO NON-VESTED SHARES
Number of
Options Weighted Average
Exercise Price Weighted Average
Remaining
Contractual Term
(Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2020 80,000 $ 8.84 3.58 -
Granted - -
Cancelled - -
Balance Outstanding June 30, 2021 80,000 $ 8.84 2.84 $ -
Exercisable, June 30, 2021 40,000 $ 8.84 2.84 $ -
Number of
Non-Vested
Shares Weighted
Average
Grant Date
Fair Value
Non-vested, December 31, 2021 - $ -
Granted 138,944,615 0.011
Shares vested (38,940,700 ) (0.011 )
Non-vested, June 30, 2022 100,003,915 $ 0.011

Warrants

Warrants ~~issued~~exercised in connection with Series E preferred shares
~~In connection with certain down-round provisions on the Series E warrants issued in October 2020, the Company increased the number of warrants by~~ ~~71,965,500~~.
In connection with the sale of Series E preferred shares, during the six months ended June 30, 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).

During the ~~six~~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 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.
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.
Warrants issued in connection with Series G preferred shares
In connection with the sale of Series G preferred shares, during the six months ended June 30, 2022, the Company issued warrants to purchase 95,000,000 shares of the Company’s common stock at an initial exercise price of $0.01 per share. Additionally, the Company issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share.
28
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
Warrant activities for the six months ended June 30, ~~2021~~2022 are summarized as follows:
SUMMARY OF WARRANT ACTIVITIES
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, 2020 147,112,603 0.052 4.83 $ 1,780,356
Granted 549,257,147 0.01
Increase in warrants related to price protection 71,965,500 0.01
Exercises (167,128,858 ) 0.01
Balance Outstanding June 30, 2021 601,206,392 $ 0.02 4.57 $ 2,927,534
Exercisable, June 30, 2021 601,206,392 $ 0.02 4.57 $ 2,927,534
Number of Shares
Issuable Upon
Exercise of
Warrants Weighted
Average Exercise
Price Weighted Average
Remaining
Contractual Term
(Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2021 1,190,722,395 $ 0.015 4.7 $ 3,831,380
Granted 114,000,000 0.010
Exercises (46,714,286 ) 0.010
Balance Outstanding June 30, 2022 1,258,008,109 $ 0.014 4.3 $ 0
Exercisable, June 30, 2022 1,258,008,109 $ 0.014 4.3 $ 0
Stock options
Stock option activities for the six months ended June 30, 2022 are summarized as follows:
SUMMARY OF STOCK OPTION ACTIVITIES
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2021 80,000 $ 8.85 3.3 $ -
Granted/Cancelled - -
Balance Outstanding June 30, 2022 80,000 $ 8.85 2.3 $ -
Exercisable, June 30, 2022 60,000 $ 8.85 2.3 $ -
NOTE 10 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS
On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignments for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, here Prime EFS and Shypdirect, together referred to as the “assignors”, executed Deeds of Assignment, assigning all of their assets to an Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. Due to the termination of their respective agreements with Amazon, Prime EFS and Shypdirect became insolvent and unable to pay their debts when they became due. Accordingly, the Company deemed it to be desirable and in the best interest of Prime EFS and Shypdirect and its creditors to make an assignment of all of Prime EFS and Shypdirect’s assets for the benefit of the Prime EFS and Shypdirect’s creditors in accordance with the ABC Statute.
On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. The Company’s results of operations for the six months ended June 30, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023.
29
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
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 $12,363,449 which is included in “Gain on deconsolidation of subsidiaries” within other income (expenses) during the year ended December 31, 2021 and consisted of the following:
SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES
September 7, 2021
Liabilities deconsolidated:
Notes payable (a) $ 3,908,050
Accounts payable 1,242,421
Accrued expenses 314,927
Insurance payable 1,678,556
Contingency liabilities 3,311,272
Lease liabilities, current portion 1,263,494
Accrued compensation and related benefits 827,753
Total liabilities deconsolidated 12,546,473
Assets deconsolidated:
Cash 21,679
Accounts receivable 1,078
Property and equipment, net 96,496
Total assets deconsolidated 119,253
Gain on deconsolidation of subsidiaries 12,427,220
Less: additional cash payments made on behalf of deconsolidated subsidiaries (63,771 )
Gain on deconsolidation of subsidiaries $ 12,363,449

NOTE 1011 – COMMITMENTS AND CONTINGENCIES

Legal matters

From time to time, we may be involved in litigation ~~relating to~~or received claims arising out of our ~~operation~~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.

22
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
Disputes Between ~~Prime EFS,~~ ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand
In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was a party to an arbitration with two companies, ELRAC LLC (“ELRAC”), and Enterprise Leasing Company of Philadelphia, LLC (“ELC”).
As previously disclosed, since the Company deconsolidated Prime EFS effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, as of December 31, 2021, the Company’s consolidated balance sheet no longer included an accrual for this matter.
Solely to avoid the expense and distraction of the matter, effective March 31, 2022, the Company and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, settled the above matter for a single payment, by TLSS, to ERLAC and ELC, in an immaterial amount. Pursuant to the settlement, the Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand. In connection with this settlement, in April 2022, the Company paid ERLAC and ELC $30,000, which amount as December 31, 2021 had been accrued and included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets.
Bellridge Capital, L.P. v. TLSS and Mercadante

On ~~or about January 10,~~September 11, 2020, ~~Prime EFS was named as sole defendant in~~a prior lender to the Company, Bellridge Capital, LP. filed a civil action ~~captioned ELRAC LLC v. Prime EFS, filed~~against TLSS, John Mercadante and Douglas Cerny in the ~~United States~~U.S. District Court for the ~~Eastern~~Southern District of New York, ~~assigned Case No. 1 :20-cv-00211 (the “~~~~ELRAC Action~~”). The complaint in the ELRAC Action alleged that Prime EFS failed to pay in full for repairs allegedly required by reason of property damage to delivery vehicles leased by Prime EFS from ELRAC LLC (“~~ELRAC~~~~”) to conduct its business. The complaint sought damages of not less than $382,000~~ ~~plus $58,000~~ ~~in insurance claims that ELRAC believes were collected by the Company and not reimbursed to ELRAC.~~
ELRAC subsequently moved for a default judgment against Prime EFS. By letter to the court dated March 9, 2020, Prime EFS opposed entry of a default judgment and contended that all claims in the ELRAC Action were subject to mandatory arbitration clauses found in the individual lease agreements. On March 19, 2020, ELRAC filed a stipulation dismissing the ELRAC Action without prejudice and advised Prime EFS that it intends to file an arbitration at the American Arbitration Association alleging essentially identical claims.
~~During the period it was leasing vans and trucks from ELRAC and its affiliate, Enterprise Leasing Company of Philadelphia, LLC (“~~~~Enterprise PA~~~~” and, with ELRAC, “~~~~Enterprise~~~~”), Prime EFS paid $387,392~~ in deposits required by Enterprise as security for the payment of deductibles and uninsured damage to Enterprise’s fleet. Despite due demand, Enterprise never accounted to Prime EFS’s satisfaction regarding the application of these deposits. On June 10, 2020, Prime EFS therefore initiated an arbitration (the “~~Arbitration~~~~”) against Enterprise at the American Arbitration Association seeking the return of not less than $327,000~~ ~~of these deposits.~~
~~On October 9, 2020, Enterprise filed its Answer and Counterclaims in the Arbitration. In its Answer, Enterprise denies liability to Prime for $327,000~~ ~~or any other sum. In its Counterclaims, ELRAC seeks $382,000~~ ~~in damages and Enterprise PA seeks $256,000~~ ~~in damages. Enterprise also seeks $62,000~~ ~~in insurance payments allegedly made by Utica to Prime EFS.~~
Prime EFS believes the Enterprise Answer and Counterclaims lack merit and intends to defend its position in the Arbitration vigorously. Nevertheless, given the amount of the Counterclaim and the documentation which Enterprise has submitted in the arbitration in support thereof, the Company continues to reflect a liability of $~~440,000~~, i.e., the amount originally claimed as damages by ELRAC in the ELRAC Federal Action, as a contingency liability on the Company’s consolidated balance sheet. Based on our knowledge of the matter, as developed to date, we continue to agree with this estimate of probable total Company liability.
While it believes it has meritorious defenses to this action, out of an abundance of caution and without prejudice to its position in the matter, as of June 30, 2021, Prime EFS had accrued a contingency liability of $~~440,000~~ ~~for purposes of this matter.~~
captioned Bellridge Capital, L.P. v. ~~TLSS~~Transportation and Logistics Systems, Inc., John Mercadante
~~After discontinuing a prior action in federal court, on April 23, 2021, Bellridge Capital, L.P. (“~~~~Bellridge~~~~”) filed a civil action in New York Supreme Court, New York County, against TLSS~~ and ~~John Mercadante. This mater, the “~~~~Bellridge Action~~,”Douglas Cerny. The case was assigned ~~civil action number 652728/2021.~~
Case No. 20-cv-7485. The complaint inalleged claims, inter alia, for purported violations of section 10(b) of the ~~Bellridge Action asserts 11 causes~~Securities and Exchange Act of ~~action: (1) against TLSI, allegedly for breach of a convertible promissory note issued June 18, 2018~~1934, as amended (the “~~June 2018 Note~~”“Exchange Act”)~~, which claim seeks $539,114.06 for allegedly unpaid principal plus interest, costs and expenses; (2) against TLSI, also allegedly for breach of June 2018 Note, which claim seeks $343,000~~ plus interest, costs and expenses for TLSI’s alleged failure to honor certain conversion notices in timely fashion; (3) against TLSI, allegedly for breach of a promissory note dated December 26, 2018 (the “~~December 2018 Note~~~~”), which claim seeks $196,699~~ ~~plus interest, costs and expenses for amounts allegedly unpaid under the note; (4) against TLSI, purportedly~~; for breach of an exchange agreement ~~between Bellridge and TLSI~~ dated April 13, 2019 (the “~~Exchange Agreement~~”“Exchange Agreement”)~~, which claim seeks $3,337,500~~ ~~plus costs and interest; (5) against TLSI and Mercadante, allegedly for fraud in connection with the Exchange Agreement, which claim seeks $447,500~~ ~~plus costs and interest; (6) against TLSI and Mercadante, allegedly for negligent misrepresentation in connection with the Exchange Agreement, which claim seeks $447,500~~ ~~plus costs and interest, in the alternative to the 5~~^th ~~claim; (7) against TLSI, allegedly for breach of certain preferred stock terms relating to the conversion of~~ ~~31,500~~ ~~series A preferred shares, which claim seeks not less than $57,960~~; ~~(8) against TLSI~~ and Mercadante, allegedly for fraudulent inducement of an August 2019 subordination agreement, which claim seeks a declaration annulling the subordination agreement; (9) against TLSI, allegedly for failing to provide all consideration recited in a subordination letter, which claim seeks 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 agreement, which claim seeks 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 subordination letter, which claim seeks damages in an amount to be determined at trial.
~~The purchase price stated in the June 2018 Note is $1,664,995. The principal amount of the June 2018 Note is $2,413,999.50. Hence the June 2018 Note was issued at a~~ ~~33.33% discount (OID). The June 18 Note calls~~ for the ~~payment of interest computed at the rate of~~ 10~~% per annum prior~~alleged failure to any default. The term of the Note is one year. The June 2018 Note calls for the application of New York law. OID is treated as interest for purposes of the New York usury statutes (both civil and criminal). Since total interest payable under the Note at issuance was 41% per annum, for a period of one year, TLSI believes the June 2018 Note was void ~~ab initio~~ ~~under N.Y. Penal Law § 190.40 and cannot be enforced in this action.~~
~~The purchase price stated in the December 2018 Note is $300,000. The principal amount of the December 2018 Note is $330,000. Hence the December 2018 Note was issued at a~~ 10~~% discount (OID). The Note calls for the payment of interest computed at the rate of~~ 10~~% per annum prior to any default. The term of the Note is 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~~pay certain amounts allegedly 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. As noted above, OID is to be treated as interest for purposes of the New York usury statutes (both civil and criminal). Since total interest payable under the Note, over its term of under ~~90 days, was more than 40% per annum, TLSI believes that 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.~~certain TLSS promissory notes.

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TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2021~~2022

~~When~~After discontinuing the foregoing federal action voluntarily and without prejudice, on April 23, 2021, Bellridge ~~offered to engage~~filed a civil action in New York Supreme Court, New York County, against the Company and Mercadante. This mater, the “Bellridge State Court Action,” was assigned civil action number 652728/2021. The Complaint in the ~~Exchange Agreement,~~ Bellridge was able to dictate terms and extract concessions from TLSI that were commercially unreasonable and unconscionable. It was able to do so solely because of its violations of N.Y. Penal Law § 190.40 BellridgeState Court Action essentially repeated the claims 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~~federal action.

On June 4, 2021, ~~TLSI~~the Company and Mercadante moved to dismiss ~~this action~~the Bellridge State Court Action for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On ~~July 7,~~October 20, 2021, the Court decided the MTD, dismissing all claims in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company filed its Answer in this case. On November 18, 2021, Bellridge filed ~~opposition papers~~an Amended Complaint purporting to revive its claims for fraud and ~~on July 21,~~negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the ~~defendants~~Defendants filed ~~reply papers on~~a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In February 2022, all proceedings in this ~~motion. The motion is scheduled~~action were stayed 60 days to ~~be argued to the assigned judge on October 20, 2021. In its reply papers, TLSI asserted,~~ ~~inter alia~~~~, that Bellridge has no damages because giving effect to its conversions and cash payments by TLSI on the June and December 2018 Note, Bellridge had no out-of-pocket losses and made approximately $500,000~~ ~~on an investment of $1.92~~ ~~million.~~facilitate a March 2022 mediation.

~~The defendants believe they have good defenses~~On April 29, 2022, all parties to ~~all claims alleged in~~ the ~~matter, including without limitation~~Bellridge State Court Action agreed to settle the ~~defense of usury as outlined above. Both~~case and exchange mutual general releases for a cash payment by the Company ~~and Mr. Mercadante intend~~ to ~~defend~~Bellridge of $250,000, which amount was paid in May 2022, at which time the releases took effect. In connection with this ~~case vigorously.~~settlement, during the six months ended June 30, 2022, the Company recorded settlement expense of $227,111.

~~Based~~In partial consideration for the settlement, the Company and Bellridge also cancelled the 700,000 shares of Series B Preferred Stock previously held by Bellridge, as reflected on the ~~early stage~~Company’s balance sheets as of ~~this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.~~December 31, 2021.

SCS, LLC v. ~~Transportation and Logistics Systems, Inc.~~TLSS
On January 14, 2021, a ~~civil~~former financial consultant to the Company, SCS, LLC, filed an action ~~was filed~~ against the Company in the Circuit Court of the 15^th Judicial Circuit, ~~in and for~~ Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, ~~Inc~~Inc. . The case was assigned Case No. ~~50-2020-CA-012684-xxxx-MB.~~50-2020-CA-012684.

~~The plaintiff in the case,~~In this action, SCS ~~LLC (“~~~~SCS~~”) 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 alleges claims for breach of contract, quantum meruit, unjust enrichment and account stated.

On February 9, 2021, the Company filed its answer, defenses and counterclaims toin this action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and ~~breaches~~other inequitable conduct, including breach of its duties ~~under~~(i) to maintain the ~~consulting agreement.~~confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also avers, in its counterclaims, that SLS owes the Company damages in excess of the $42,000 sought in the main action because SLS was at least grossly negligent in any due diligence it undertook before recommending that the Company acquire Prime EFS LLC in June 2018. SCS filed a motion to strike ~~TLSI’s~~TLSS’s defenses and counterclaims, and ~~TLSI has~~TLSS opposed that application. Those motions remain sub judice.
A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case.

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

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

Shareholder Derivative Action

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the ~~current~~immediately prior chairman and chief executive officer of the Company, Mercadante, the ~~current~~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. ~~The Company’s restructuring consultant, defendant Sebastian~~Prior to becoming CEO, Giordano ~~renders~~rendered his services to the Company through ~~another~~the final named defendant in the action, Ascentaur LLC.

Briefly, the complaint alleges that ~~the Company’s chief executive officer~~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~~Common Stock in order to facilitate an equity offering by the Company and then not consummating ~~an equity~~that offering. The complaint also alleges that ~~current management~~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 ~~current management~~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.

~~The Company’s current~~Company management ~~has~~ tendered the complaint to ~~its~~the Company’s directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $250,000 self-insured retention. ~~Company management, Mr. Giordano~~Each of the individual defendants and Ascentaur LLC ~~each advise~~has advised that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, ~~current management~~Mercadante asserts that ithe 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. ~~Current management~~Mercadante also asserts itthat 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, ~~current management asserts~~Mercadante and Cerny assert that itthey received equity in the Company on terms that were entirely fair to the Company and entered into MCA transactions solely because ~~there was~~ no other financing was available to the Company.

On August 5, 2020, all defendants ~~in this action~~ moved to dismiss the complaint for failure to state a claim upon which relief can be granted. Among other things, ~~all defendants allege in their motion~~movants assert that, through this lawsuit, SCS is improperly attempting to second-guess business decisions made by the Company’s Board of Directors, based solely on hindsight (as opposed to any well-pleaded facts demonstrating a lack of care or good faith). ~~All defendants~~Movants also assert that the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. ~~Defendants~~Movants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. ~~Defendants~~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—~~occurred, a requirement under Nevada law in order for director or officer liability to arise. ~~Defendants~~Movants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. ~~Defendants~~Movants also contend that in the absence of an adequately-alleged independent cause of ~~action—~~action, let alone an unlawful agreement between the defendants entered into for the purpose of harming the Company, SCS’s claim for civil conspiracy must also be dismissed. Finally, ~~defendants~~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 meritinter 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.”

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~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
~~SCS has a right~~The Court is scheduled 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~~hear argument on ~~the MTD.~~all defendants’ MTD on September 9, 2022.

While they hope to prevail on the motion, win or lose, ~~current~~ Company management ~~Mr. Giordano~~ and Ascentaur LLC advise that they believe the action is frivolous and intend to mount a vigorous defense to this action, as they believe the action to be entirely bereft of merit.

It is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.

~~Frank Mazzola v. Prime EFS, et al.~~
On July 24, 2020, Prime EFS terminated the employment of Frank Mazzola effective that day. On July 27, 2020, Mr. Mazzola filed a Complaint and Jury Demand in the United States District Court for the Southern District of New York in which he named as defendants Prime EFS, the Company, John Mercadante and Douglas Cerny. The case was assigned # 1:20-CV-5788-VM. In this action, Mr. Mazzola alleges that he had an employment agreement with Prime EFS and that Prime EFS breached the alleged employment agreement through two alleged pay reductions and by terminating his employment. The Complaint contains eight counts: (1) breach of contract against Prime EFS; (2) breach of the covenant of good faith and fair dealing against Prime EFS; (3) intentional misrepresentation against Prime EFS, the Company and Mr. Mercadante; (4) negligent misrepresentation against Prime EFS, the Company and Mr. Mercadante; (5) tortious interference with contract against the Company, Mr. Mercadante and Mr. Cerny; (6) tortious interference with prospective economic advantage against the Company, Mr. Mercadante and Mr. Cerny; (7) conversion against all defendants; and (8) unjust enrichment against all defendants. Mr. Mazzola seeks specific performance of the alleged employment agreement and damages of not less than $3 million.
Without Answering the Complaint, on August 14, 2020, the defendants objected to the Complaint on the grounds of lack of personal jurisdiction, improper venue and because the Complaint failed to state a claim upon which relief could be granted. On August 25, 2020, the Court ordered Mr. Mazzola to respond to the defendant’s objections within three days. On August 28, 2020, Mr. Mazzola voluntarily withdrew the action.
On September 1, 2020, Mr. Mazzola served the defendants with a Complaint and Jury Demand that Mr. Mazzola filed in the Superior Court of New Jersey, Law Division, Bergen County, docket number BER-L-004967-20. The Complaint alleged the same claims as those set forth in the Complaint that Mr. Mazzola had filed in the now withdrawn New York federal lawsuit. On September 28, 2020, the defendants removed the New Jersey state court lawsuit to the United States District Court for the District of New Jersey, which has been assigned civil action number 2:20-cv-13387-BRM-ESK. On October 5, 2020, all defendants filed a motion to dismiss each and every claim asserted against them in the New Jersey federal action.
On December 7, 2020, Mr. Mazzola filed an amended complaint in this action (the “AC”) alleging three (3) claims for relief: one for Breach of Contract against Prime EFS; one for “Piercing the Corporate Veil” against the Company; and one for “Fraudulent Inducement” against Messrs. Mercadante and Cerny.
~~The damages sought by each claim are 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 January 11, 2021, Prime EFS filed an answer to the AC, denying, under the faithless servant doctrine and otherwise, that it has any liability to Mr. Mazzola for any of the amounts sought. Prime EFS also filed counterclaims against Mr. Mazzola seeking recoupment of not less than $~~925,492~~ ~~in W-2 compensation paid to Mr. Mazzola; damages in the amount of $168,750~~ ~~which Mr. Mazzola paid to his mother for a no-show job; and damages of not less than $500,000~~ for usurpation of corporate opportunities belonging to Prime EFS. Also, on January 11, 2021, the Company, Mr. Mercadante and Mr. Cerny filed motions to dismiss the AC insofar as pled against them for failure to state a claim and for lack of personal jurisdiction.
~~On January 27, 2021, Prime EFS filed an amended answer to the AC, increasing the amount sought on its counterclaim for recoupment of income paid to Mr. Mazzola from $925,492~~ ~~to $1,111,833.73 and adding a claim for indemnification for amounts paid by Prime EFS to resolve certain litigation against it such as the~~ ~~Valesky~~ ~~case (see below).~~
~~The motions to dismiss are currently sub judice. The case is currently in discovery.~~
Owing to the early stage of this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.
~~Rosemary Mazzola v. TLSS and Douglas Cerny~~
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 demands $209,000~~ ~~rather than the $94,000~~ in damages previously alleged. The new complaint alleges three claims: breach of contract against Prime EFS, alter ego liability against the company, and unjust enrichment against both the Company and Prime EFS. Ms. Mazzola also demands legal fees and expenses under a prevailing-party provision in the Amended Stock Purchase Agreement.
25
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
On January 29, 2021, both TLSI and Prime EFS, LLC timely moved to the dismiss the Amended Complaint. Opposition and reply papers on this motion were filed in February 2021. Meanwhile, on March 11, 2021, the court entered an order in the case requiring all fact discovery to be concluded by September 9, 2021.
~~As of June 30, 2021 and December 31, 2020, out of an abundance of caution and without prejudice to its position in this matter, a $94,000~~ liability is included in due to related parties on Prime EFS’s balance sheet as of such date. However, if the motion to dismiss is denied, TLSS and/or Prime will file counterclaims seeking at least $~~168,750~~ ~~from Ms. Mazzola.~~
Owing to the early stage of this matter, it is not possible for us 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.
Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.

On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20. In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Prime EFS and 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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
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. We
On May 21, 2021, Prime EFS and Shypdirect also filed in action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for the Mercedes-Mejia action from the insurance brokerage, Acrisure LLC, which sold the County Hall insurance policy to Prime.
On August 19, 2021, the Plaintiff filed a motion for leave to file a first amended complaint to name four (4) additional parties as defendants – TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. On September 16, 2021, each of these entities filed papers in opposition to this motion.
On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint herein, thus adding TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. as Defendants. On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action. On November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled their Third-Party Complaint against Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the Third-Party Complaint, denying its material allegations.
Under the currently operative pre-trial order, the discovery period in this action has been extended to December 2, 2022. All Defendants in this action intend to vigorously defend ~~against~~themselves in this ~~claim~~action and to pursue the ~~coverage action.~~third-party actions against both County Hall and Acrisure. However, owing to the early stage of this action, we cannot evaluate the likelihood of an adverse outcome or estimate ~~our~~the Company’s liability, if any, in connection with this claim.

~~Valesky v. Prime EFS, Shypdirect and TLSI~~Holdover Proceeding
Plaintiff, an ex-dispatcher for Prime EFS, brought this action in the U.S. District Court for the District of New Jersey under the Family and Medical Leave Act of 1993 and the New Jersey Law Against Discrimination seeking unspecified compensatory and punitive damages. In April 2021, we settled this matter for a payment of $~~35,000~~.
~~Ynes Accilien v. Prime EFS~~
This action was brought on April 27, 2020 in the Superior Court of New Jersey for Bergen County by the plaintiff alleging injuries from a May 12, 2019 collision with a van leased by Prime EFS and operated by Prime EFS employees. The plaintiff has also filed a workers’ compensation claim. Prime EFS’s insurer has been defending this matter without charging Prime EFS, and the Company and Prime EFS expect that the insurer will ultimately indemnify Prime EFS for any damages assessed.
~~Default by Prime EFS on June 4, 2020 Settlement with Creditors~~

On ~~June 4, 2020, Prime EFS~~February 16, 2022, the landlord for the leased premises from which Cougar Express conducts its Valley Stream New York business, Airport Park LLC (“~~Prime EFS~~Airport”), ~~a wholly-owned subsidiary of the Company, agreed with two related creditors (the “~~~~Creditors~~”)filed an action to ~~a payment plan (the “~~~~Payment Plan~~~~”) to settle, without interest, a total outstanding balance of $2,038,556~~ ~~(the “~~~~Outstanding Balance~~~~”) owed by Prime EFS to the Creditors.~~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.

~~Pursuant~~In the case, Airport sought to evict the ~~Payment Plan, Prime EFS was obligated to pay $75,000~~ ~~to the Creditors on or before June 5, 2020 and $75,000~~ ~~to the Creditors on or before June 12, 2020.~~
~~Thereafter, under~~ the Payment Plan, beginning on June 19, 2020, Prime EFS was obligated to make weekly payments of $15,000 to the Creditors each Friday for 125 weeks ending with a final payment of $13,556 on November 18, 2022.
Under the Payment Plan, Prime EFS also agreed that, if it fails to make a scheduled payment or otherwise defaults on its obligations, the remaining Outstanding Balance would be accelerated and due, in full, within five business days after receipt by Prime EFS of a notice of default from the Creditors.
Under the Payment Plan, Prime EFS also agreed that, if Prime EFS does not pay the remaining Outstanding Balance within five business days after receipt of a notice of default, then the Creditors will be entitled to 9~~% per annum simple interest on the remaining Outstanding Balance from the date of default~~tenants forthwith and to ~~recover~~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 and costs for enforcement.~~fees. $51,079.78
~~Prime EFS made~~ is twice the $~~75,000~~ ~~payments due on each of June 5, 2020 and June 12, 2020.~~
~~Prime EFS also made each~~monthly rent collected in the last year of the ~~weekly payments due through Friday, September 18, 2020. However, Prime EFS did not make the payment due Friday, September 25, 2020, did not make any further weekly payment due~~expired lease and is computed correctly under the ~~Payment Plan, and has no present plan or intention to make any further payments under~~holdover provision in the ~~Payment Plan because it lacks the cash-on-hand to do so.~~expired lease.

By ~~letter~~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 rent at a rate of $33,275 per month until Cougar vacates the premises. Cougar also agreed to vacate the premises by September 30, 2022. Owing to the Cougar’s acquisition of JFK Cartage, Cougar does not anticipate having any difficulties whatsoever vacating the Valley Stream location by the September 30, 2022 lease termination.
COR Holdings, LLC
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 $97,062.00 balance due. The Company had, pursuant to a debt conversion rights agreement dated ~~October 16,~~August 28, 2020, ~~attorneys~~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 ~~gave Prime EFS notice~~proceeding in New Jersey. Therefore, if COR choses 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 ~~default (the “~~~~Notice~~an adverse outcome or estimate the Company’s liability, if any, in connection with this claim.
Ryder Truck Rental, Inc.
In the first quarter of ~~Default~~~~”) under the settlement agreement that documents the Payment Plan~~2022, an attorney representing Ryder Truck Rental issued a letter to certain former officers and related terms and conditions. The Notice of Default correctly states that Prime EFS did not make the payment due under the Payment Plan on September 25, 2020 and has not made any further weekly payments since September 25, 2020. The Notice of Default correctly demands, under the settlement agreement that documents the Payment Plan and related terms and conditions, that, asemployees of the ~~day~~Company’s former Shypdirect subsidiary, demand payment of ~~Prime EFS’s default, Prime EFS owed~~$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 ~~Creditors~~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 $~~1,678,556~~6,500~~.06, which is accrued~~ in full and ~~included in insurance payable on~~final settlement. The release of claims executed by Ryder covers, among others, the ~~accompanying consolidated balance on June 30, 2021~~Company and ~~December 31, 2020. In the Notice~~all its former and current subsidiaries, directors, officers and employees as well as all former members and managers of ~~Default, the Creditors reserve the right to institute legal proceedings against Prime EFS for its defaults under the Payment Plan, to seek default interest at~~ 9~~% per annum and to seek the Creditors’ costs of collection.~~Shypdirect.

2633

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2021~~
~~To date, Prime EFS has not responded to the Notice of Default and has no present plan or intention to respond.~~
~~Dispute between Patrick Nicholson and Prime EFS~~
By letter dated October 9, 2020, attorneys representing Patrick Nicholson allege that Prime EFS is in default of its payment obligations under a “10% Senior Secured Demand Promissory Note” issued February 13, 2019, in the principal amount of $~~165,000, 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 the Company is jointly and severally liable with Prime EFS for this balance.~~
If, as threatened, Mr. Nicholson files suit for non-payment under either or both promissory notes, it is anticipated that the defendants will mount a vigorous defense to the action. Among other things, it is Prime EFS’s position that Mr. Nicholson knew or should have known that the promissory notes dated February 13, 2019, and April 24, 2019 were invalid and unenforceable, since they were signed by Rosemary Mazzola, as owner or managing member of Prime, and it was public information that, after June 18, 2018, Ms. Mazzola was no longer an owner or managing member of Prime EFS.
~~Nevertheless, out of an abundance of caution and without prejudice to its position in this matter, as of June 30, 2021, Prime EFS recorded notes payable due of $220,000~~ ~~and accrued interest payable of $66,297~~.
~~Ryder Truck Rental, Inc. Demand Letter~~
On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder also elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $~~2,871,272. 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, owed solely by Shypdirect, 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. Shypdirect intends to dispute this demand. In addition, Shypdirect has returned all of the trucks to Ryder as Shypdirect is no longer using them.~~2022

Other than discussed above, as of June 30, ~~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.

~~Consulting Agreement~~
The Company retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Under the Consulting Agreement, Sebastian Giordano, the CEO and principal of Ascentaur, provides management services to the Company in the role of chief executive under direction of the Board. Mr. Giordano devotes the majority of his business attention to the Company, but he may spend time on other business ventures. The Consulting Agreement runs until ~~January 31, 2023~~ (“Termination Date”), unless earlier terminated by an employment agreement between Mr. Giordano and the Company. As consideration for Mr. Giordano’s services, Ascentaur receives a base consulting fee of $~~300,000~~ ~~annually, payable in installments of $12,500~~ twice a month and is eligible for bonuses 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 ~~25,000,000~~ ~~shares of common stock of the Company at an exercise price of $0.06~~ per share. Mr. Giordano is also eligible for the Company’s standard medical and dental plans. Upon any termination of the Consulting Agreement by the Company without “Cause,” by Mr. Giordano for “Good Reason,” or by expiration and non-renewal of the Consulting Agreement as of the Termination, Mr. Giordano will receive (i) a separation payment equal to one year’s worth of the base consulting fee, (ii) all accrued and unpaid bonuses and (iii) accelerated vesting of all unvested options he may have received. The Company and Mr. Giordano have also, as required by Nevada Revised Statutes Section 78.751, entered into an Indemnity Agreement (the “Indemnity Agreement”) whereby the Company indemnifies Mr. Giordano and Ascentaur, to the fullest extent as provided by Nevada corporate law, for all fees, costs and charges (including attorneys’ fees) for any actual or threatened claims against him, except to the extent that Mr. Giordano’s actions constituted gross negligence; criminal, fraudulent or reckless misconduct; or with respect to any criminal actions of Mr. Giordano that the Company had reasonable cause to believe were unlawful.
~~Leases~~
~~See Note 12.~~
On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $~~2,871,272. 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 condensed consolidated balance sheet.
~~On June 30, 2021 and December 31, 2020, contingency liability related to the Ryder termination amounted to $2,871,272~~.
27
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
~~Potential acquisition~~Employment agreements

On ~~June 15, 2021,~~ January 3, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a ~~Securities Purchase and Sale Agreement (the “SPSA”) with Anthony Berritto (“Berritto,” who is~~term extending through December 31, 2025, which provides for annual compensation of $400,000 as well as annual discretionary bonuses based on the ~~sole shareholder~~Company’s achievement of ~~SalSon Logistics, Inc.~~performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), ~~a Georgia corporation (“SalSon”)), for~~at the ~~Company~~discretion of the Company’s Board of Directors, up to ~~purchase~~ ~~100~~%5% of ~~all~~ the ~~issued and~~ outstanding ~~shares of capital~~common stock ~~of SalSon.~~ SalSon, which is strategically located in the heart of Port of Newark, with additional locations in Florida, Georgia, New York, South Carolina, Texas, and Virginia, offers a range of services including warehousing, transload services, dedicated contract carriage, dray management, and store delivery servicing the retail, food and beverage, and industrial sectors. With more than 1,200 associates, over 1 million square feet of warehousing and a dedicated fleet of 550 tractors and 1,500 trailers, SalSon’s capabilities include cross dock, regional and local truckload, intermodal, vendor consolidation and deconsolidation, pool distribution, and unattended store delivery. ~~The Company believes this acquisition could improve the growth potential of TLSS because, with SalSon as the core foundational operation~~ of the Company, ~~synergistic targets that complement~~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 ~~business could bring immediate value when more acquisitions are secured. Furthermore,~~employment agreement, on March 11, 2022, the ~~opportunity for broadening existing customer relationships~~Company’s Board of ~~SalSon customers or future strategic acquisition customers would likely improve with a linchpin transaction like SalSon.~~Directors granted the chief executive officer 122,126,433 shares of its common stock (see Note 9).

~~Consideration~~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 ~~purchase~~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 ~~shares of SalSon shall be~~Company which were valued at $90125,000, or $0.011 ~~Million (the “Purchase Price”). If~~per common share, based on the ~~verifiable earnings before interest, taxes, depreciation and amortization (“EBITDA”) of SalSon for the full 12 calendar month period ending prior to the month of the~~quoted closing ~~is less than $12 Million, then the Purchase Price shall be reduced to 7.5 times verifiable 12 months trailing EBITDA.~~ Further, if the working capital of SalSon at the closing shall be greater than or less than the average month-end working capital of SalSon for the months ended May 31, 2020 to April 30, 2021, the Purchase Price shall be increased or decreased dollar-for-dollar by the difference as appropriate.
~~The Purchase Price shall be paid by delivery at closing of:~~
~~1) An amount~~price of the Company’s common stock on the measurement date. These shares will vest in equal toquarterly installments with the first installment of ~~19.9~~2,840,909~~% of the outstanding~~ shares ofvesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company ~~(the “Shares”);~~
~~2) $~~50 Million in immediately available funds (less the amount of unforgiven SalSon PPP loans, which amount will be held in escrow controlled by the lender that will be released to Mr. Berritto if such loans are forgiven or shall otherwise be applied to repayment of such loans); and
~~3) A secured promissory note (the “Note”) in the principal amount~~valued these common shares at a fair value of $20 Million. The Note shall be secured by a second position pledge of the assets of SalSon, but such pledge shall be subordinate to the security interest to be granted in connection with the Financing (described below). The term of the Note shall be ~~60 months~~125,000 and ~~interest shall accrue at~~ ~~1.07% per annum. Principal and interest shall be due to Mr. Berritto on a~~ ~~monthly basis, based on a~~ 25~~-year amortization, with a balloon payment due on~~will record stock-based compensation expense over the ~~maturity date of the Note. The~~vesting period (See Note ~~will be subject to certain mandatory pre-payments upon the occurrence of certain events described in the SPSA. If the value of the Shares is greater than or less than $~~20 Million (calculated as the average of the closing price for 5 consecutive trading days ending on the third business day before the closing), the principal balance of the Note will be decreased or increased as appropriate.9).
Mr. Berritto is expected to stay on to oversee the operation of SalSon and the Company’s existing fulfillment services subsidiaries. It is a condition to the closing of the transaction that Mr. Berritto enter into an employment agreement with SalSon. Mr. Berritto has agreed in principle to do so, but if the parties do not reach an agreement on employment terms, the Company does not intend to complete the transaction.
The transaction is contingent upon the Company’s ability to secure debt financing for the cash portion of the purchase price. The financing will be secured by the assets of SalSon, and it will likely rely exclusively on SalSon’s assets and financial performance. SalSon currently is profitable with almost $~~100~~ ~~million in annual revenues. If the debt financing for the cash portion of the purchase price cannot be obtained, then the transaction will not close.~~
~~The Company expects that it will need to raise the aggregate of approximately $~~60 million in financing (including approximately $6 million in equity financing) to fund the cash portion of the purchase price, investment banking fees, transaction costs and working capital for SalSon and the Company’s other operations. The financing amount is approximately 2.4 times the Company’s market capitalization as of the date of this press release. If the financing is completed, the Company also will be required to issue up common stock equal in value to up to 5% of the value aggregate debt financing and warrants (with a 5-year term and cashless exercise) to purchase shares equal in value to up to 10% of the aggregate debt financed in common stock as investment banking fees, if completed. securities financing.
The Company has experienced losses in its recent years of operations, and currently has a negative net worth, and has not received any proposed terms for such financing. Therefore, no assurance can be provided that the Company will be able obtain such financing. If the contemplated additional equity financing cannot be obtained, the Company will not have adequate cash available to fully fund the acquisition and transaction costs, the operations of SalSon and its other subsidiaries and investment banking fees. Such inability could also impair the Company’s ability to raise the necessary debt financing, or, if. such inability is first encountered after the Company procures a commitment for the debt financing and the contingency period for terminating the stock purchase agreement lapses, then it could also result in the Company’s default under the stock purchase agreement, since the closing of the transaction is not conditioned upon the Company securing such additional equity financing.
The closing of the transaction under the SPSA (the “Closing”) is to occur within 90 days of the SPSA agreement date (on or before September 13, 2021), provided all conditions shall have been met or waived. The Company shall have the one time right to extend the Closing for period of 15 days, provided the Company provides written evidence of loan approval for the Financing.
The closing shall be further contingent on satisfaction of the Company’s due diligence review of SalSon and the absence of the occurrence of any material adverse effect on SalSon or its business. The transaction does not include any deposit, breakup or termination fee in the event that it does not close due to a failure to meet any of the contingencies, including that the Company cannot reach terms with Mr. Berritto for his employment or the Company cannot obtain the financing needed to close the acquisition.
28
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~

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

Due to related parties

~~In connection with the acquisition of Prime EFS, the Company acquired a balance of $14,019~~ ~~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 due to related parties on the accompanying condensed consolidated balance sheets. On June 30, 2021, amount due to this former majority owner of Prime amounted to $94,000, and have been included in accrued expenses on the accompanying condensed consolidated balance sheet since Ms. Mazzola is no longer considered a related party.~~
~~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 June 30, 2021 and December 31, 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 June 30, 2021 and December 31, 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 chief executive officer amounted to $30,000~~ ~~and has been included in due to related parties on the accompanying condensed consolidated balance sheet. On~~ January 29, 2021, the Company repaid this advance.

Notes payable – related ~~parties~~party

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 iswas 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 ~~will be~~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 Note Maturity Date”), or (ii) an Event of Default (as defined in the note agreement). ~~The payment of all or any portion of the principal and~~Interest accrued ~~interest may be paid prior to the CEO Note Maturity Date. Interest accrues~~ with respect to the unpaid principal sum identified above until such principal iswas paid at a rate equal to 18% per annum. ~~All past due principal and interest on this Note will bear interest from maturity of such principal or interest until paid at the lesser of (i)~~ 20% per annum, or (ii) the highest rate allowed by applicable law. To date, no repayments have been made on this related party note. On June 30, 2021 and December 31, 2020, interest payable to related parties amounted to $~~218,322~~ ~~and $173,692~~ ~~and is included in due to related parties on the accompanying condensed consolidated balance sheets, respectively. On June 30, 2021 and December 31, 2020, notes payable – related party amounted to $500,000~~ ~~and $500,000, 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 adjusted, settled and compromised the principal balance of the Note of $500,000 and unpaid accrued interest thereon of $240,822, for a discounted amount of $600,000, in full settlement of any and all amounts outstanding. The settlement amount was paid in November 2021.

During the six months ended June 30, 2021, ~~and 2020,~~ interest expense associated with advances from related parties and related party notes payable ~~and convertible notes payable to related parties~~ amounted to $44,630 ~~and $129,576~~ and is included in interest expense – related parties on the accompanying unaudited condensed consolidated statement of operations.
~~NOTE 12 –~~ ~~OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES~~
~~In December 2018, the Company entered into a lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through~~ ~~December 2023. 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. The Company will have one option to renew the term of this lease for an additional~~ ~~five years. In January 2019, the Company paid a security deposit of $28,000~~.
~~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. The Company will have one option to renew the term of this lease for an additional~~ ~~five years. In July 2019, the Company paid a security deposit of $20,000~~.
~~In July 2019, the Company entered into a five-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through~~ ~~August 2024. 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. The Company will have one option to renew the term of this lease for an additional~~ ~~five years. As of December 31, 2019, the Company paid a security deposit of $18,000~~. Due to a reduction in the Company’s revenues and the loss of its Amazon revenues, during the second quarter of 2021, the Company abandoned this property. Accordingly, the Company wrote the remaining balance of this right of use asset and recorded a loss on lease abandonment of $~~616,074~~.
~~On January 15, 2021, in connection with the acquisition of DDTI, the Company assumed leases for trucks with remaining terms over twelve months.~~
In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less.
29
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021~~
During the six months ended June 30, 2021 and 2020, in connection with these operating leases, other miscellaneous rental payments and common area maintenance costs, the Company recorded rent expense of $~~267,556~~ ~~and $339,611, respectively, which is expensed during the period and included in operating expenses on the accompanying condensed consolidated statements of operations.~~
~~During the six months ended June 30, 2021 and 2020, the Company recognized sublease income of $183,822~~ ~~and $149,359~~ ~~which is included in other income on the accompanying condensed consolidated statement of operations, respectively.~~
~~The significant assumption used to determine the present value of the lease liability was a discount rate of~~ 10~~% to~~ 12~~% which was based on the Company’s estimated incremental borrowing rate.~~
~~On June 30, 2021 and December 31, 2020, right-of-use asset (“ROU”) is summarized as follows:~~
~~SCHEDULE OF RIGHT OF USE ASSET~~
June 30, 2021 December 31, 2020
Office leases and truck right of use assets $ 1,126,966 $ 1,984,320
Less: accumulated amortization into rent expense or cost of sales (450,155 ) (539,046 )
Balance of ROU assets as of end of period $ 676,811 $ 1,445,274
~~On June 30, 2021 and December 31, 2020, operating lease liabilities related to the ROU assets are summarized as follows:~~
~~SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET~~
June 30, 2021 December 31, 2020
Lease liabilities related to office and truck leases right of use assets $ 1,333,190 $ 1,483,460
Less: current portion of lease liabilities (422,161 ) (380,843 )
Lease liabilities – long-term $ 911,029 $ 1,102,617
~~On Jun 30, 2021, future minimum base lease payments due under non-cancelable operating leases are as follows:~~
~~SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES~~
June 30, Amount
2022 $ 551,962
2023 549,094
2024 415,166
2025 40,518
Total minimum non-cancelable operating lease payments 1,556,740
Less: discount to fair value (223,550 )
Total lease liability on June 30, 2021 $ 1,333,190

NOTE 13 – CONCENTRATIONS

For the six months ended June 30, 2022, four customers represented 70.0% of the Company’s total net revenues (19.8%, 20.4%, 19.8% and 10.0%, respectively). For the six months ended June 30, 2021, two customers, Amazon and Federal Express, represented 51.1% and 17.7% of the Company’s total net revenues, respectively. ~~For the six months ended June~~

34
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, ~~2020, one customer, Amazon, represented~~ 2022
~~98.7~~
~~% of the Company’s total net revenues.~~ On June 30, ~~2021,~~2022, three customers, represented ~~47.7~~46.7% of the Company’s accounts receivable balance (~~16.4~~16.2%, ~~20.8~~20.3% and ~~10.5~~10.2%, respectively). On June 19, 2020, Amazon notified Prime EFS in writing that Amazon does not intend to renew the In-Force Agreement when that agreement expires. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, 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. However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal to withdraw the Shypdirect Termination Notice and extend the termDecember 31 2021, three customers, represented 48.4 of the ~~Program Agreement to~~Company’s accounts receivable balance (22.7%, 13.0% and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. On August 4, 2020, the Company, Prime EFS and Shypdirect accepted the Aug. 3 Proposal. The termination of the Amazon last-mile business had a material adverse impact on the Company’s business in the 1st fiscal quarter of 2021 and will have a material impact thereafter. As expected, the Company’s mid-mile business with Amazon terminated on or about May 14, 2021. Unless and until this business is resumed or replaced, its loss will have a material adverse impact on the Company’s business in the 2^nd ~~fiscal quarter of 2021 and thereafter. In June 2021, Shypdirect ceased its tractor trailer and box truck delivery services to Amazon, and in July 2021, Shypdirect ceased operations.~~12.7
~~During the six months year ended June 30, 2021 and 2010, the Company rented delivery vans and trucks from a limited number of vendors, some of which the Company has legal issues with (see Note 10)~~%, respectively). ~~Any shortage of supply of vans and trucks available to rent to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations.~~

All revenues are derived from customers in the United States.

NOTE 14 – SUBSEQUENT EVENTS

Acquisition
~~Shares issued~~
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 “Seller”). 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.
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. The Company: (i) paid $401,552 in cash at closing; and (ii) entered into a $696,935 promissory note with the 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, 2024 and 2025, respectively. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that exists on the books of JFK Cartage; and (iv) agreed to pay $151,389 of 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 $1,098,487, the cash paid of $401,552 plus the promissory note of $696,935. The purchase consideration amount did not include the SBA loan of $503,065 and accrued liabilities and other notes payable of $151,389 which were treated as assumed liabilities in the purchase price allocation.
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 ~~exercise~~the preliminary purchase price allocation, the following table summarizes the estimated fair value of ~~warrants~~the assets acquired and liabilities assumed at the date of the acquisition:
SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION

JFK Cartage
Assets acquired:
Cash $ 35,758
Accounts receivable 221,664
Property and equipment 35,326
Security deposit 97,477
Intangible assets 1,362,616
Total assets acquired at fair value 1,752,841
Liabilities assumed:
SBA loan payable 503,065
Accounts payable and accrued expenses 115,362
Other notes payable 35,927
Total liabilities assumed 654,354
Net assets acquired $ 1,098,487
Purchase consideration paid:
Cash paid $ 401,552
Promissory note 696,935
Total purchase consideration paid $ 1,098,487
Employment Agreement

~~During the period from~~On July ~~1, 2021 to August~~ 6, ~~2021, the Company issued~~ ~~115,412,571~~ ~~shares of its common stock and received proceeds of $1,153,683~~ ~~from the exercise of~~ ~~115,412,571~~ ~~warrants at $0.01~~ ~~per share.~~
~~During the period from July 1, 2021 to August 5, 2021,~~2022, the Company entered into ~~Securities Purchase Agreements~~a definitive Employment Agreement with ~~certain~~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 ~~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~~at 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 by August 5, 2021. 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~~time.~~. A total of~~ ~~115,412,571~~ ~~existing warrants were exercised contemporaneously with the execution of the Securities Purchase Agreements resulting in total proceeds to the Company of $1,153,683. In connection with the exercise of existing warrants, the Company issued an aggregate of~~ ~~57,706,286~~ ~~New Warrants. Additionally, the Company issued~~ ~~34,285,716~~ New Warrants to certain investors that had previously exercised existing warrants for cash in May and June 2021. 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 $~~1,281,873~~ ~~and will be expensed as warrant inducement expense.~~

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

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements often can be identified ~~by the use of~~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: ~~whether the OTC Markets Group approves our application to OTCQB;~~ 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 not assume that material events subsequent to the date of this Quarterly Report on Form 10-Q have or have not occurred. In addition to the other information included in this report, including the factors identified in Part II Item 1A of this report, and our other public filings and releases, a discussion of factors affecting our business is included in our Annual Report on Form 10-K for the year ended December 31, 2020 under “Item 1A. Risk Factors” and should be considered while evaluating our business, financial condition, results of operations and prospects.
~~You should~~ read this report in its entirety and with the understanding that our actual future results may be materially different from what we expect. We may not update these forward-looking statements, even in the event that our situation changes in the future, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Effects of COVID-19

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 ~~minimal~~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 ~~through at least Q4 2021, although~~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 ~~2021,~~2022, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations.

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Overview

Transportation and Logistics Systems, Inc. (“TLSS” or the “Company”) was incorporated under the laws of the State of Nevada, on July 25, 2008. The Company operates through its active subsidiaries as a logistics and transportation company specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul services for predominantly online retailers.

~~On March 30, 2017 (the “~~~~Closing Date~~~~”), TLSS~~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 drivers and ~~Save On Transport Inc. (“Save On”) entered into a Share Exchange Agreement, dated as~~use the services of ~~the same date (the “~~~~Share Exchange Agreement~~~~”). Pursuant to the terms of the Share Exchange Agreement, on the Closing Date, Save On became a wholly-owned subsidiary of TLSS (the “~~~~Reverse Merger~~”). Save On was incorporated in the state of Florida and started business on July 12, 2016. On May 1, 2019, the Company 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. In addition, the Company granted an aggregate of 80,000 options to certain employees of Save On.independent contractors who may use their own vehicles.

OnBetween June 18, 2018 ~~(the “~~~~Acquisition Date~~~~”), the Company completed the acquisition of 100% of the issued~~ and ~~outstanding membership interests of~~September 30, 2020, we operated through two New Jersey-based subsidiaries. Those subsidiaries were Prime EFS, LLC, which conducted a ~~New Jersey limited liability company (“~~~~Prime EFS~~~~”), from its members pursuant~~last-mile business focused on deliveries to ~~the terms and conditions of a Stock Purchase Agreement entered into among the Company and the Prime EFS members on the Acquisition Date (the “~~~~SPA~~~~”). Prime EFS was a New Jersey based transportation company that generated substantially all of its revenues from Amazon Logistics, Inc. (“~~~~Amazon~~”)retail consumers for our primary customer in New York, New Jersey and Pennsylvania ~~until~~(“Prime EFS”), and Shypdirect, LLC (“Shypdirect”), which formed in July 2018 and focused on, and conducted, our long-haul and mid-mile delivery businesses.
The great bulk of Prime EFS’s business prior to September 30, 2020 was conducted pursuant to the Delivery Service Provider program (the “Prime EFS DSP Program”) of Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”). In June 2020, Amazon gave notice to Prime EFS that Amazon would not be renewing the Prime EFS DSP Program agreement when that agreement terminated effective September 30, 2020. Amazon made clear to Prime EFS that Amazon’s decision not to renew the DSP agreement was part of a well-publicized initiative by Amazon to restructure how it would be delivering its last-mile services and did not reflect the quality of the services provided by Prime EFS. Prime EFS ceased operations on September 30, 2020 due to Amazon’s non-renewal of ~~its Delivery Service Partner (DSP) Agreement with~~the Prime EFS ~~as described below.~~DSP Program.

~~On July~~Shypdirect conducted its business as a carrier under a relay program service agreement with Amazon Logistics, Inc., last amended on August 24, ~~2018, we formed~~2020 (the “Program Agreement”). Under that agreement, Shypdirect ~~LLC (“~~~~Shypdirect~~~~”), a company organized under the laws of New Jersey. Shypdirect was a~~provided transportation ~~company with a focus on tractor trailer~~services, including receiving, loading, storing, transporting, delivering, unloading 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 deliveryrelated services tofor Amazon and ~~in July 2021, Shypdirect ceased all operations.~~
~~Termination of agreements with Amazon~~
~~On June 19, 2020, Amazon Logistics, Inc. (“~~~~Amazon~~~~”) notified Prime EFS in writing (the “~~~~Prime EFS Termination Notice~~~~”), that Amazon did not intend to renew~~ its ~~Delivery Service Partner (DSP) Agreement with Prime EFS when that agreement (the “~~~~In-Force Agreement~~~~”) expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expired on September 30, 2020.~~
~~Additionally, on~~customers. On July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the ~~Amazon Relay Carrier Terms of Service (the “~~Program Agreement”) between Amazon and Shypdirect effective as of November 14, 2020 (the “~~Shypdirect~~“Shypdirect Termination ~~Notice~~”Notice”). ~~However, on~~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 ~~had~~ against Amazon, and Prime EFS would covenant 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. 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 year ended December 31, 2020 and 2019, one customer, Amazon, represented 96.7% and 98.7% of the Company’s total net revenues. Approximately 51.1% of the Company’s revenue of $3,066,193 forFor the six months ended June 30, 2022, four customers represented 70.0% of the Company’s total net revenues (19.8%, 20.4%, 19.8% and 10.0%, respectively). For the six months ended June 30, 2021, two customers, Amazon and Federal Express, represented 51.1% and 17.7% of the Company’s total net revenues, respectively. During the years ended December 31, 2021 and 2020, one customer, Amazon, represented 28.5% and 96.7% of our total net revenues. Approximately 28.5% of our revenue of $5,495,146 for the year ended December 31, 2021 was 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 ~~has~~ caused Prime EFS and Shypdirect to become insolvent and to cease operations.
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~~While we have commenced replacing our Amazon business~~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 ~~acquisitions as set forth below, such initiatives~~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 ~~consistent~~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 ~~our already existing business plan to: (i) seek new last-mile, mid-mile~~the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and ~~long-haul business~~Shypdirect filed for dissolution with ~~other, non-Amazon, customers; (ii) explore other strategic relationships;~~the Secretary of State of New Jersey. Our results of operations for the years ended December 31, 2021 and ~~(iii) identify potential acquisition opportunities, while continuing~~2020 include the results of Prime EFS and Shypdirect prior to ~~execute our restructuring plan which commenced in February 2020.~~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, we 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, we 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~~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., a company incorporated under the laws of the State of Delaware (“TLSS Acquisition”). On March 24, 2021, TLSS Acquisition acquired all of the issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state area (“Cougar Express”). 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.

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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”). ~~Through June 30, 2021,~~ Shyp CX does not engage in any revenue-generating operations.
On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area (“JFK Cartage”). Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “Seller”). The effective date of the acquisition was ~~inactive.~~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.
The total purchase price after closing adjustments was $1,098,487. The Company: (i) paid $401,552 in cash at closing; and (ii) entered into a $696,935 promissory note with the 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, 2024 and 2025, respectively. Additionally, Cougar Express assumed a $503,065 Small Business Administration (“SBA”) loan; and (iv) assumed $151,389 of accrued liabilities and other notes payable of the Seller.

The following discussion highlights the results of our operations and the principal factors that have affected the Company’s consolidated financial condition as well as its liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on the unaudited condensed consolidated financial statements contained in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such unaudited condensed consolidated financial statements and the related notes thereto.
Critical Accounting Policies and Significant Accounting Estimates

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our unaudited condensed consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Significant estimates included in the accompanying unaudited condensed consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company.
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We have identified the accounting policies below as critical to our business operation:

Accounts receivable

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

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Impairment of long-lived assets

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

Leases

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

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

Revenue recognition and cost of revenue

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

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 net seven 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 on behalf of the Company’s customers. Primarily, our performance obligations under these service orders correspond to each delivery of packages that we make under the service agreements. Control of the delivery transfers to the recipient upon delivery. Once this occurs, we have satisfied our performance obligation and we recognize revenue.

Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented.
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Stock-based compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. We have elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
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Deconsolidation of subsidiaries
The Company accounts for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets.
RESULTS OF OPERATIONS

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

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

For the three and six months ended June 30, ~~2021~~2022 compared with the three and six months ended June 30, ~~2020~~2021

The following table sets forth our revenues, expenses and net loss for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. The financial information below is derived from our unaudited condensed consolidated financial statements included in this Quarterly Report.

Three Months ended
June 30, Six Months ended
June 30,
2021 2020 2021 2020
Revenues $ 1,574,494 $ 8,558,815 $ 3,066,193 $ 17,193,875
Cost of revenues 1,345,538 6,997,856 3,244,316 14,853,605
Gross profit (loss) 228,956 1,560,959 (178,123 ) 2,340,270
Operating expenses 1,948,375 3,522,028 3,177,680 5,088,516
Loss from operations (1,719,419 ) (1,961,069 ) (3,355,803 ) (2,748,246 )
Other (expenses) income, net 5,402,276 (65,694,263 ) 4,769,480 (68,360,424 )
Net income (loss) 3,682,857 (67,655,332 ) 1,413,677 (71,108,670 )
Deemed dividend related to ratchet adjustment, beneficial conversion features, and accrued dividends (156,097 ) - (985,933 ) (18,696,012 )
Net income (loss) attributable to common shareholders $ 3,526,760 $ (67,655,332 ) $ 427,744 $ (89,804,682 )
~~Results of Operations~~
Three Months ended
June 30, Six Months ended
June 30,
2022 2021 2022 2021
Revenues $ 1,404,560 $ 1,574,494 $ 2,663,893 $ 3,066,193
Cost of revenues 1,013,550 1,345,538 1,984,552 3,244,316
Gross profit (loss) 391,010 228,956 679,341 (178,123 )
Operating expenses 1,395,470 1,948,375 3,484,654 3,177,680
Loss from operations (1,004,460 ) (1,719,419 ) (2,805,313 ) (3,355,803 )
Other income, net 295,494 5,402,276 59,116 4,769,480
Net (loss) income (708,966 ) 3,682,857 (2,746,197 ) 1,413,677
Deemed dividend related to beneficial conversion features, and accrued dividends (106,834 ) (156,097 ) (215,885 ) (985,933 )
Net (loss) income attributable to common shareholders $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744

Revenues

For the three months ended June 30, ~~2021,~~2022, our revenues were ~~$1,574,494~~$1,404,560 as compared to ~~$8,558,815~~$1,574,494 for the three months ended June 30, ~~2020,~~2021, a decrease of ~~$6,984,321,~~$169,934, or ~~81.6%~~10.8%. This decrease was primarily a result of a decrease in revenue attributable to ~~Prime EFS’s last-mile DSP business of $5,309,303, a decrease in revenue from~~ Shypdirect’s mid-mile and long-haul business with Amazon of ~~$2,801,523, and~~$412,656, a decrease in revenue from other customers of ~~$26,323.~~$9,010, and a decrease in revenues generate from our Shyp FX business of $51,655. These decreases were offset from an increase in revenues generated from our ~~newly~~ acquired ~~companies, DDTI and~~company Cougar Express, of ~~$300,976 and $851,852, respectively.~~$303,387.
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For the six months ended June 30, ~~2021,~~2022, our revenues were ~~$3,066,193~~$2,663,893 as compared to ~~$17,193,875~~$3,066,193 for the six months ended June 30, ~~2020,~~2021, a decrease of ~~$14,127,682,~~$402,300, or ~~82.2%~~13.1%. This decrease was primarily a result of a decrease in revenue attributable to ~~Prime EFS’s last-mile DSP business of $10,204,277, a decrease in revenue from~~ Shypdirect’s mid-mile and long-haul business with Amazon of ~~$5,207,245, and~~$1,567,927, a decrease in revenue from other customers of ~~$168,703.~~$45,723, and a decrease in revenues generate from our Shyp FX business of $15,056, offset business. These decreases were offset from an increase in revenues generated from our ~~newly~~ acquired ~~companies, DDTI and~~company Cougar Express, of ~~$543,544 and $908,999, respectively.~~$1,226,406.

During the ~~year~~six months ended ~~December 31, 2020 and 2019,~~June 30, 2021, one customer, Amazon, represented ~~96.7% and 98.7%~~51.1% of the Company’s total net ~~revenues. Additionally, as discussed above, approximately 51.1% of our revenue of $3,066,193 for the six months ended June 30, 2021~~revenues which was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. ~~The termination~~
On June 21, 2022, we sold substantially all the assets of Shyp FX in an all-cash transaction. For the ~~Prime EFS last-mile business with Amazon on September~~six months ended June 30, ~~2020 had a material adverse impact on the operations~~2022 and 2021, we generated revenues from our Shyp FX operation of ~~Prime EFS beginning in the 4th fiscal quarter of 2020~~$528,488 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2nd fiscal quarter of 2021. This impact has caused Prime EFS and Shypdirect$543,544, respectively. Subsequent to ~~become insolvent and to cease operations.~~ June 21, 2022 we will no longer being generating this revenue.

We ~~will~~ 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, commenced in February 2020. In connection thereto, in January 2021, we completed the acquisition of DDTI and in March 2021, we completed the acquisition of Cougar Express, as discussed elsewhere.plan.

Cost of Revenues

For the three months ended June 30, ~~2021,~~2022, our cost of revenues was ~~$1,345,538~~$1,013,550 compared to ~~$6,997,856~~$1,345,538 for the three months ended June 30, ~~2020,~~2021, a decrease of ~~$5,652,318,~~$331,988, or ~~80.8%~~24.7%. For the six months ended June 30, ~~2021,~~2022, our cost of revenues was ~~$3,244,316~~$1,984,552 compared to ~~$14,853,605~~$3,244,316 for the six months ended June 30, ~~2020,~~2021, a decrease of ~~$11,609,289,~~$1,259,764, or ~~78.2%~~38.8%. 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.
Gross Profit ~~(Loss)~~

For the three months ended June 30, ~~2021,~~2022, we had a gross profit of ~~$228,956,~~$391,010, or ~~14.5%~~27.8% of revenues, as compared to gross profit of ~~$1,560,959,~~$228,956, or ~~18.2%~~14.5% of revenues, for the three months ended June 30, ~~2020, a decrease~~2021, an increase of ~~$1,332,003,~~$162,054, or ~~85.3%~~70.8%. For the six months ended June 30, ~~2021,~~2022, we had a gross profit of $679,341, or 25.5% of revenues, as compared to a gross loss of $(178,123), or (5.8)% of revenues, ~~as compared to gross profit of $2,340,270, or 13.6% of revenues,~~ for the six months ended June 30, ~~2020, a decrease~~2021, an increase of ~~$2,518,393,~~$857,464, or ~~107.6%~~481.4%. The decreases in gross profit for the three and six months ended June 30, 2021 as compared to the three and six months ended June 30, 2020 primarily resulted from a decrease in revenues 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 three months ended March 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. Additionally, during the three and six months ended June 30, 2021, the gross profit (loss) primarily resulted from a decrease in revenues 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.
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Operating Expenses

For the three months ended June 30, ~~2021,~~2022, total operating expenses amounted to ~~$1,948,375~~$1,395,470 as compared to ~~$3,522,028~~$1,948,375 for the three months ended June 30, ~~2020,~~2021, a decrease of ~~$1,573,653,~~$552,905, or ~~44.9%~~28.4%. For the six months ended June 30, ~~2021,~~2022, total operating expenses amounted to ~~$3,177,680~~$3,484,654 as compared to ~~$5,088,516~~$3,177,680 for the six months ended June 30, ~~2020, a decrease~~2021, an increase of ~~$1,910,836,~~$306,974, or ~~22.1%~~9.7%. For the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, operating expenses consisted of the following:

Three Months ended
June 30, Six Months ended
June 30, Three Months ended
June 30, Six Months ended
June 30,
2021 2020 2021 2020 2022 2021 2022 2021
Compensation and related benefits $ 344,053 $ 662,503 $ 712,662 $ 1,404,548 $ 693,343 $ 344,053 $ 2,049,753 $ 712,662
Legal and professional Fees 452,915 2,487,896 983,453 2,902,706 339,003 452,915 688,497 983,453
Rent 233,601 175,261 367,556 339,611 110,957 233,601 212,294 367,556
General and administrative expenses 301,732 196,368 497,935 441,651 252,167 301,732 534,110 497,935
Loss on lease abandonment 616,074 - 616,074 - - 616,074 - 616,074
Total Operating Expenses $ 1,948,375 $ 3,522,028 $ 3,177,680 $ 5,088,516 $ 1,395,470 $ 1,948,375 $ 3,484,654 $ 3,177,680

Compensation and related benefits

For the three months ended June 30, ~~2021,~~2022, compensation and related benefits amounted to ~~$344,053~~$693,343 as compared to ~~$662,503~~$344,053 for the three months ended June 30, ~~2020, a decrease~~2021, an increase of ~~$318,450,~~$349,290, or ~~48.1%~~101.5%. During the three months ended June 30, 2022, in connection with the issuance of common shares to executive officers and directors, we recorded stock-based compensation of $204,034. Additionally, compensation and related benefits increased by $145,256 which as primarily attributable to the hiring of our chief executive officer and chief financial officer in January 2022.
For the six months ended June 30, ~~2021,~~2022, compensation and related benefits amounted to ~~$712,662~~$2,049,753 as compared to ~~$1,404,548~~$712,662 for the six months ended June 30, ~~2020, a decrease~~2021, an increase of ~~$691,886,~~$1,337,091, or ~~49.3%~~187.6%. During the ~~three and~~ six months ended June 30, ~~2021,~~2022, in connection with the ~~overall decrease in~~issuance of common shares to executive officers and directors, we recorded stock-based compensation of $1,040,167. Additionally, compensation and related benefits ~~was~~increased by $296,924 which as primarily attributable to ~~a decrease~~the hiring of our chief executive officer and chief financial officer in ~~compensation paid to significant employees and the reduction of staff due to the significant decrease in revenues and operations.~~January 2022.

Legal and professional fees

For the three months ended June 30, ~~2021,~~2022, legal and professional fees were ~~$452,915~~$339,003 as compared to ~~$2,487,896~~$452,915 for the three months ended June 30, ~~2020,~~2021, a decrease of ~~$2,034,981,~~$113,912, or ~~81.8%~~25.1%. During the three months ended June 30, ~~2021,~~2022, we had a decrease in accounting fees of $832, a decrease in consulting fees of $28,641, a decrease in other professional fees of $62,081, and a decrease in legal fees of $30,760 related to a decrease in activities on ongoing legal matters, a decrease in accounting fees of $87,638 incurred in the 2021 period that we incurred in the second quarter of 2020, and a decrease in stock-based consulting fees of $1,999,749 that we incurred in the 2020 period and not in the 2021 period. These decreases were offset by an increase in consulting fees of $24,382, and an increase in other professional fees of $58,784 which primarily consisted of fees for the mailing of proxy and shareholder information.$22,358.

For the six months ended June 30, ~~2021,~~2022, legal and professional fees were ~~$983,453~~$688,497 as compared to ~~$2,902,706~~$983,453 for the six months ended June 30, ~~2020,~~2021, a decrease of ~~$1,919,253,~~$294,956, or ~~66.1%~~30.0%. During the six months ended June 30, ~~2021,~~2022, we had a decrease in accounting fees of $7,234, a decrease in consulting fees of ~~$162,958 and~~$135,453, 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 legal fees of $120,763 related to an increase in activities on ongoing legal matters, an increase in accounting fees of $9,128 incurred, and an increase in other professional fees of ~~$111,563 which primarily consisted~~$137,374, and a decrease in legal fees of ~~fees for the mailing of proxy and shareholder information.~~$14,895.

Rent expense

For the three months ended June 30, ~~2021,~~2022, rent expense was ~~$233,601~~$110,957 as compared to ~~$175,261~~$233,601 for the three months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$58,340,~~$122,644, or ~~33.3%~~52.5%. For the six months ended June 30, ~~2021,~~2022, rent expense was ~~$367,556~~$212,294 as compared to ~~$339,611~~$367,556 for the six months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$27,945,~~$155,262, or ~~8.2%~~42.2%. These ~~increases~~decreases were attributable to ~~an increase in rental space~~the abandonment of our leased properties which were vacated due to the ~~acquisition~~cessation of the operations of Prime EFS and Shypdirect. As of December 31, 2021, we abandoned all of our leased properties, except for the Cougar ~~Express. Currently,~~Express premises. The lease of our subsidiary, Cougar Express, expired on December 31, 2021. Cougar Express is holding over in the facility while it attempts to negotiate a lease renewal with its landlord. In May 2022, we signed a stipulation of Settlement with the landlord and we are ~~negotiating with various landlords to decrease our leases space due a decrease in operations.~~paying monthly rent of $33,275 plus common area maintenance and insurance through September 2022 at which time we must vacate the premises.
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General and administrative expenses

For the three months ended June 30, ~~2021,~~2022, general and administrative expenses were ~~$301,732~~$252,167 as compared to ~~$196,368~~$301,732 for the three months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$105,364,~~$49,565, or ~~53.7%~~16.4%. For the six months ended June 30, ~~2021,~~2022, general and administrative expenses were ~~$497,935~~$534,110 as compared to ~~$441,651~~$497,935 for the six months ended June 30, ~~2020,~~2021, an increase of ~~$56,284,~~$36,175, or ~~12.7%~~7.3%. These (decreases) increases were primarily attributable to the acquisition of Double D Trucking and Cougar Express in 2021 and were offset by decreases in general and administrative expenses due to cost-cutting measures taken. We expect general and administrative expenses to decrease in 2022 due to these cost cutting measures.

Loss from lease abandonment

Due to a reduction in our revenues and the loss of its Amazon revenues, during the second quarter of 2021, we abandoned one of our leased premises. Accordingly, during the three and six months ended June 30, 2021, we wrote the remaining balance of this right of use asset and recorded a loss on lease abandonment of $616,074. We did not have a loss from lease abandonment in the 2022 periods.

Loss from ~~operations~~Operations

For the three months ended June 30, ~~2021,~~2022, loss from operations amounted to ~~$1,719,419~~$1,004,460 as compared to ~~$1,961,069~~$1,719,419 for the three months ended June 30, ~~2020,~~2021, a decrease of ~~$241,650,~~$714,959, or ~~12.3%~~41.6%. For the six months ended June 30, ~~2021,~~2022, loss from operations amounted to ~~$3,355,803~~$2,805,313 as compared to ~~$2,748,246~~$3,355,803 for the six months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$607,557,~~$550,490, or ~~22.1%~~16.4%.

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

Total other ~~expenses (income) include~~income (expenses) includes interest expense, derivative expense, gain on debt extinguishment, gain on sale of assets of subsidiary, settlement expense, and other income. For the three and six months ended June 30, 2022 and 2021, ~~and 2020,~~ other ~~expenses (income)~~income (expenses) consisted of the following:

Three Months ended
June 30, Six Months ended
June 30, Three Months ended
June 30, Six Months ended
June 30,
2021 2020 2021 2020 2022 2021 2022 2021
Interest expense $ 135,450 $ 1,940,912 $ 218,959 $ 4,987,639 $ (1,895 ) $ (135,450 ) $ (9,762 ) $ (218,959 )
Interest expense – related party 22,438 22,438 44,630 129,576 - (22,438 ) - (44,630 )
Loss (gain) on debt extinguishment (1,505,088 ) (5,968,560 ) (1,564,941 ) (6,243,594 )
Gain on debt extinguishment - 1,505,088 - 1,564,941
Gain from sale of assets of subsidiary 296,689 - 296,689 -
Settlement income (expense) 700 - (227,811 ) -
Other income (75,787 ) (107,137 ) (183,822 ) (174,968 ) - 75,787 - 183,822
Derivative (income) expense (3,979,289 ) 69,806,610 (3,284,306 ) 69,661,771
Total Other Expenses (Income) $ (5,402,276 ) $ 65,694,263 $ (4,769,480 ) $ 68,360,424
Derivative income - 3,979,289 - 3,284,306
Total Other Income (Expenses) $ 295,494 $ 5,402,276 $ 59,116 $ 4,769,480

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, aggregate interest expense was ~~$157,888~~$1,895 and ~~$1,963,350,~~$157,888, respectively, a decrease of ~~$1,805,462,~~$155,993, or ~~93.0%~~98.8%. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, aggregate interest expense was ~~$263,589~~$9,762 and ~~$5,117,215,~~$263,589, respectively, a decrease of ~~$4,853,626,~~$253,827, or ~~94.8%~~96.3%. During the six months ended June 30,2020, we recorded a 30% default interest penalty of $1,531,335, which was included in interest expense. We did not incur this expense during the 2021 periods. Additionally, theThe decrease in interest expense was attributable to a decrease in interest-bearing loans due to the conversion of debt to equity and repayment of debt, and a decrease in the amortization of original issue discount.

During the three and six months ended June 30, 2022, we recorded a gain from the sale of assets of our subsidiary, Shyp FX, of $296,689.
For the three and six months ended June 30, 2021, ~~and 2020,~~ the aggregate net gain on extinguishment of debt was $1,505,088 and ~~$5,968,560, respectively, a decrease of $4,463,472, or 74.8%. For~~$1,564,941. We did have any gain from debt extinguishment in the ~~six months ended June 30, 2021 and 2020, the net gain on extinguishment of debt was $1,564,941 and $6,243,594, respectively, a decrease of $4,678,653, or 74.9%.~~2022 periods. The gains on debt extinguishment in 2021 were attributable to the settlement of convertible debt and warrants, ~~the settlement of secured merchant loans,~~ the conversion of convertible debt, and the settlement of other payables.

During the three and six months ended June 30, 2022, we recorded settlement income (expense) of $700 and $(227,811) in connection with the settlement of a lawsuit, respectively.
44
During the three and six months ended June 30, 2021, ~~and 2020,~~ we recorded other income of $75,787 and ~~$107,137. During~~$183,822, respectively, compared to $0 in the ~~six months ended June 30, 2021 and 2020, we recorded other income of $183,822 and $174,968.~~2022 periods. Other income was primarily related to the collection of rental income from the sublease of excess office, warehouse, and parking spaces. We no longer receive sublease income.

For the three ~~months ended June 30, 2021~~ and ~~2020, derivative expense (income) was $(3,979,289) and $69,806,610, respectively, a change of $73,785,899. For the~~ six months ended June 30, 2021, derivative income was $3,979,289 and ~~2020, derivative expense (income) was $(3,284,306) and $69,661,771, respectively, a change of $72,946,077.~~$3,284,306, respectively. During the three and six months ended June 30, 2021, ~~and 2020,~~ we recorded a derivative expense ~~(income)~~ related to the ~~calculated initial derivative fair value of conversion options and warrants. Additionally, we adjusted our~~adjustment to derivative liabilities to fair ~~value and recorded derivative expense or income.~~value.

Net ~~Income (Loss)~~Loss

Due to factors discussed above, for the three months ended June 30, 2022 and 2021, ~~and 2020,~~ net (loss) income ~~(loss)~~ amounted to ~~$3,682,857~~$(708,966) and ~~$(67,655,332),~~$3,682,857, respectively. For the three months ended June 30, 2022 and 2021, ~~and 2020,~~ net (loss) income ~~(loss)~~ attributable to common shareholders, which included a deemed dividend related to ~~price protection,~~ beneficial conversion features on preferred stock and the dividends accrued on Series E and Series G preferred stock of ~~$156,097~~$106,834 and ~~$0,~~$156,097, amounted to ~~$3,526,760,~~$(815,800), or $(0.00) per basic and diluted common share, and ~~$(67,655,332),~~$3,526,760, or ~~$(0.26)~~$0.00 per basic and diluted common share, ~~respectively.~~
~~Due to factors discussed above, for the six months ended June 30, 2021 and 2020, net income (loss) amounted to $1,413,677 and $(71,108,670),~~ respectively. For the six months ended June 30, 2022 and 2021, net (loss) income amounted to $(2,746,197) and ~~2020,~~$1,413,677, respectively. Additionally, for the six months ended June 30, 2022 and 2021, net (loss) income ~~(loss)~~ attributable to common shareholders, which included a deemed dividend related to ~~price protection,~~ beneficial conversion features on preferred stock and the dividends accrued on Series E and Series G preferred stock of ~~$985,933~~$215,885 and ~~$18,696,012,~~$985,933, amounted to ~~$427,744,~~$(2,962,082), or $(0.00) per basic and diluted common share, and ~~$(89,804,682),~~$427,744, or ~~$(0.66)~~$0.00 per basic and diluted common share, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had a cash balance of ~~$631,881~~$5,778,706 and ~~$579,283,~~$6,067,692, respectively. Our working capital ~~deficit~~ was ~~$12,382,787~~$5,736,499 on June 30, ~~2021.~~2022. We reported a net ~~increase~~decrease in cash for the six months ended June 30, ~~2021~~2022 as compared to December 31, ~~2020~~2021 of ~~$52,598~~$288,986 primarily as a result of net cash proceeds received from the sale of Series EG preferred stock units of ~~$3,590,500 and~~$855,000, cash proceeds from the exercise of warrants of ~~$685,714,~~$245,714, and net cash proceeds received from the sale of the assets of Shyp FX of $748,500, offset by the use of net cash for ~~acquisitions of $2,123,115,~~ the repayment of notes payable of ~~$195,697,~~$295,596, and by cash used in operations of ~~$1,919,434.~~$1,818,604.

We ~~do not~~ 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. Our revenues decreased significantly since the fourth quarter of 2020 due to the termination of the Amazon last-mile business. Additionally, as discussed elsewhere, during the six months ended June 30, 2021 due to the termination of the Amazon Relay Carrier Terms of Service between Amazon and Shypdirect, there has been a significant decrease in cash flows from operations. We are seeking to (i) replace its last-mile DSP business and supplement its mid-mile and long-haul business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute our restructuring plan, commenced in February 2020. In connection thereto, in January 2021, we completed the asset acquisition of DDTI and in March 2021, we completed the acquisition of Cougar Express, as discussed elsewhere.

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 ~~near~~ future, management expects that we will need to curtail our operations.

36
Recent Financing Activities

~~Q1/Q2 2020 convertible debt and related warrants~~
~~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 become due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which includes, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “~~Q1/Q2 2020 Note Amortization Payment~~”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note will be immediately due and payable. 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 are prepayments and are 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, we have not prepaid any the Q1/Q2 2020 Notes, in whole or in part.
From the original issue date of a Q1/Q2 2020 Note until such Q1/Q2 2020 Note is no longer outstanding, such Q1/Q2 2020 Note is convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the holder. The “Conversion Price” in effect on any Conversion Date (as defined in the Q1/Q2 2020 Notes) means, as of any date of determination, $0.40 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 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. 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 $736,866, which consists of $801,400 of principal and default penalty balances due and is net of unamortized debt discount of $64,535. 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.
During the three months ended June 30, 2021, the Company and each investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the three months ended June 30, 2021, we 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, we 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 June 30, 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.
~~April 20, 2020 convertible debt~~
~~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.
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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 is no longer outstanding, it is convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date (as defined in the April 20 Note) means, as of any Conversion Date or other date of determination, the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the April 20 Note) during the 20 consecutive Trading Day (as defined in the April 20 Note) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock.
During the three months ended June 30, 2021, we 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 June 30, 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.
Sale of Series EG Preferred Stock
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 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~~615,000 shares of Series EG and (ii) Warrants to purchase ~~42,857,143~~615,000,000 shares of the Company’s common stock which are equal to ~~1,334~~1,000 warrants for each for each share of Series EG purchased (the ~~“April~~“December 2021 Series EG Offering”). The gross proceeds to the Company were ~~$375,000,~~$6,150,000, or ~~$11.67~~$10.00 per unit. WeThe Company paid fees of ~~$42,500~~$615,507, paid cash of $54,933 for the settlement of disputed penalties related the Series E, and received net proceeds of ~~$332,500.~~$5,479,560 The initial exercise price of the Warrants related to the ~~April~~December 2021 Series EG Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued ~~8,571,4293~~123,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share.

During the six months ended June 30, 2021, we 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.
~~Conversions of Convertible Notes, 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 $0.015 on June 30, 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 of shares of the Company’s common stock. During the period from February 25, 2020 to December 31, 2020, we 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. Additionally, on January 11, 2021, we 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. 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.
3845

~~During~~On January 25, 2022, the ~~three months ended June 30, 2021, we issued 28,358,841 shares~~Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of ~~its common stock upon the conversion~~an aggregate 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 its common stock upon the conversion of all remaining April 20 Note principal and interest balances due aggregating $95,540.~~
~~During the six months ended June 30, 2021, we issued 571,296,287 shares of its common stock in connection with the conversion of 340,346~~(i) 70,000 shares of Series ~~E. The conversion ratio was based on the Series E certificate of designation, as amended.~~
~~During the six months ended June 30, 2021, we issued 52,482,141~~G and (ii) Warrants to purchase 70,000,000 shares of ~~its~~the Company’s common stock ~~in connection with~~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 ~~cashless exercise~~Company were $700,000, or $10.00 per unit. The Company paid placement agent fees of ~~98,557,429 warrants. The exercise price was based on contractual terms of the related warrant.~~
~~In May and June 2021, we issued 68,571,429 shares of its common stock~~$70,000 and received net proceeds of ~~$685,714 from~~$630,000. On March 4, 2022, the ~~exercise of 68,571,429 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 2,485,934,060 on June 30, 2021.~~
~~These anti-dilution protection features only provide for one-way adjustment, therefore, even if the~~ Company cures any events of default, and the trading price increases, the conversion and exercise prices of the affected notes and warrants will remain a fraction of a penny. As a result, the Company has made commitments to shareholders, convertible note holders and warrant holders to issue, or keep available for issuance, large quantities of additional shares of common stock.
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, 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.
~~Paycheck Protection Program Promissory Notes~~
~~On April 15, 2020, our subsidiary, Prime EFS,~~ entered into a ~~Paycheck Protection promissory note (the “~~~~Prime EFS PPP Loan~~”)Securities Purchase Agreement with ~~M&T Bank in~~an investor pursuant to which the ~~amount~~Investor agreed to purchase units, severally and not jointly, which consisted of ~~$2,941,212 under the Small Business Administration (the “~~~~SBA~~~~”) Paycheck Protection Program (the “~~~~Paycheck Protection Program~~”)an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the ~~Coronavirus Aid, Relief~~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 ~~Economic Security Act~~received net proceeds of ~~2020 (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 has used and plans to continue to use the proceeds for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions$225,000. The initial exercise price of the ~~CARES Act. The Prime EFS PPP Loan has a two-year term, matures on April 16,~~Warrants related to the January 2022 and ~~bears interest~~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 ~~a rate~~an initial exercise price of ~~1.00%~~$0.01 per ~~annum. Monthly principal and interest payments, less the amount~~share. The aggregate cash fees of ~~any potential forgiveness (discussed below), should have commenced on November 16, 2020. To date, no payment has been made.~~
~~On April 2, 2020, our subsidiary, Shypdirect, entered into a Paycheck Protection promissory note (the “~~~~Shypdirect PPP Loan~~~~” and together with the Prime EFS PPP Loan, the “~~~~PPP Loans~~~~”) with M&T Bank in the amount of $504,940 under the SBA Paycheck Protection Program of the CARES Act. On April 28, 2020, the Shypdirect PPP Loan~~$95,000 was approved and Shypdirect received the Shypdirect PPP Loan proceeds on May 1, 2020. Shypdirect has used and plans to continue to use 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. To date, no payment has been made.
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 respective 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 the datecharged against the proceeds of ~~each loan were received and at least 60% of any forgiven amount has been used for covered payroll costs. Any forgiveness of these PPP Loans will be subject to approval by~~ the ~~SBA and M&T Bank and will require Prime EFS and Shypdirect to apply for such treatment~~offering in the future. The Company exhausted such funds in the third quarter of 2020. In the fourth quarter of 2020, Shypdirect applied for full loan forgiveness of the Shypdirect PPP Loan. In the second quarter of 2021, Prime EFS applied for 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 Bankadditional paid-in capital and there is no ~~guarantee that such forgiveness will be granted.~~
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~~Amazon Logistics Delivery Service Partner Agreement and Amazon Relay Carrier Terms of Service~~
~~On June 19, 2020, Amazon notified Prime EFS by~~effect on equity for the Prime EFS Termination Notice that Amazon did not intend to renew the In-Force Agreement when it expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement would expire on September 30, 2020.
~~Additionally, 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~~”). However, on August 3, 2020, pursuant to the Aug. 3 Proposal, 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, release any and all claims it may have against Amazon, and covenant not to sue Amazon. On August 4, 2020, the Company, Prime EFS and Shypdirect accepted the Aug. 3 Proposal.placement agent warrants.

Cash Flows

Operating activities
Net cash flows used in operating activities for the six months ended June 30, 2022 amounted to $1,818,604. During the six months ended June 30, 2022, net cash used in operating activities was primarily attributable to net loss of $2,746,197, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $377,500, stock-based compensation of $1,040,167, stock-based professional fees of $8,333, 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 $8,094, an increase in prepaid expenses and other current assets of $156,126, an increase in security deposit of $6,245, an decrease in accounts payable and accrued expenses of $50,014, an increase in insurance payable of $42,424, and a decrease in accrued compensation and related benefits of $39,151.

Net cash flows used in operating activities for the six months ended June 30, 2021 amounted to $1,919,434. During the six months ended June 30, 2021, net cash used in operating activities was primarily attributable to net income of $1,413,677, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $293,616, derivative income of ~~$3,284,307,~~$(3,284,306), amortization of debt discount of $83,548, gain on debt extinguishment of ~~$1,564,941,~~$(1,564,941), and loss on lease abandonment of $616,074, and changes in operating assets and liabilities such as a decrease in accounts receivable of $226,268, a decrease in prepaid expenses and other current assets of $34,917, a decrease in security deposit of $61,000, an increase in accounts payable and accrued expenses of ~~$264,693,~~$264,692, a decrease in insurance payable of $14,720, and a decrease in accrued compensation and related benefits of $28,330.

Investing activities
Net cash ~~flows used in operating~~provided by investing activities for the six months ended June 30, ~~2020~~2022 amounted to ~~$1,391,782. During the six months ended June 30, 2020,~~$748,500 and consisted of net cash ~~used in operating activities was primarily attributable to a net loss~~proceeds received from the sale of ~~$71,108,670, adjusted for~~ the add back (reduction) of non-cash items such as depreciation and amortization expense of $28,144, derivative expense of $69,661,771, amortization of debt discount of $2,768,270, interest expense related to debt default of $1,531,335, stock-based compensation of $1,999,749, a non-cash gain on debt extinguishment of $(6,296,141), and changes in operating assets and liabilities such as a decrease in accounts receivable of $40,236, a decrease in prepaid expenses and other current assets of $523,340, an increase in security deposit of $130,750, an increase in accounts payable and accrued expenses of $19,411, an increase in insurance payable of $253,611, and an increase in accrued compensation and benefits of $346,901.
~~Investing activities~~Shyp FX.

Net cash used in investing activities for the six months ended June 30, 2021 amounted to $2,123,115 and consisted of net cash used for the acquisition of DDTI and Cougar Express.

~~Net cash used in investing~~Financing activities ~~for~~
For the six months ended June 30, ~~2020 amounted to $460,510~~2022, net cash provided by financing activities totaled $781,118. During the six months ended June 30, 2022, we received proceeds from the sale of Series G preferred shares of $855,000, and ~~consisted~~cash proceeds of ~~cash paid for~~$245,714 from the ~~purchase~~exercise of ~~five box trucks~~warrants, offset by the repayment of ~~$460,510.~~
~~Financing activities~~notes payable of $295,596 and the payment of liquidating damages of $24,000.

For the six months ended June 30, 2021, net cash provided by financing activities totaled $4,095,147. During the six months ended June 30, 2021, we received proceeds from the sale of Series E preferred shares of $3,590,500, cash proceeds of $685,714 from the exercise of warrants and an increase in amounts due to related party of $14,630, offset by the repayment of notes payable of $195,697.
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For the six months ended June 30, 2020, net cash provided by financing activities totaled $3,233,439. For the six months ended June 30, 2020, we received proceeds from convertible debt of $1,880,000 and proceeds from notes payable of $4,479,662, offset by the repayment of convertible notes of $257,139, the repayment of related party advances of $103,123, and the repayment of notes payable of $2,765,961.
~~Going Concern Consideration~~Risks and Uncertainties

The accompanying unaudited condensed consolidated financial statements have been prepared on ~~a going concern~~the basis ~~which contemplates the~~of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ~~normal~~ordinary course of business. ~~As reflected in the accompanying condensed consolidated financial statements,~~
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 $2,805,313 and $3,355,803 for the six months ended June 30, 2022 and 2021, respectively. Until such time that we implement our growth through acquisition strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and ~~2020, we had net income (loss)~~costs of ~~$1,413,677 and $(71,108,670) and net cash used in operations was $1,919.434 and $1.391.782, respectively. Additionally, we had an accumulated deficit, shareholders’ deficit, and~~being a working capital deficit of $122,193,316, $9,740,087, and $12,382,787, respectively, on June 30, 2021. Furthermore, effective September 30, 2020 and in May 2021, we lost major contracts with our primary customer as described below.public company.

On June 19, 2020, Amazon notified Prime EFS by the Prime EFS Termination Notice that it does not intend to renew the In-Force Agreement when that agreement expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, pursuant to the Shypdirect Termination Notice, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020 (see Note 1). However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and the Company, Prime EFS and the Company agreed, for nominal consideration, that the Delivery Service Partner Program Agreement between Amazon and Prime EFS would terminate effective September 30, 2020; that Prime EFS and the Company would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers; that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2nd fiscal quarter of 2021. During the ~~first quarter~~year ended December 31, 2021, we issued an aggregate of ~~2021, the Company defaulted on certain truck leases. In connection with these defaults, the Lessor has demanded that the Company’s subsidiaries pay~~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. The proceeds were used for the ~~leased trucks in~~acquisition of Cougar Express and DDTI, the ~~amount~~repayment of ~~approximately $2,871,000 which was accrued~~debt, and ~~included in contingency liabilities on~~for working capital purposes. Additionally, during the ~~accompanying condensed consolidated balance sheets~~year ended December 31, 2021, we received proceeds of $4,226,383 from the exercise of stock warrants. Additionally, during the six months ended June 30, 2022, we issued an aggregate of 95,000 shares of our Series G preferred stock for net proceeds of $855,000 and received proceeds of $245,714 from the exercise of stock warrants. As such, we expect that our cash as of June 30, ~~2021 and December 31, 2020.~~2022 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of the financial statements.
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The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had ~~minimal~~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 ~~2021,~~2022, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations.

~~It is management’s opinion~~We believe that ~~these factors raise substantial doubt about the Company’s ability~~our existing working capital and future cash flow from operating activities will provide sufficient cash to continue as a going concern for a period of twelve months from the issuance date of this report. During the six months ended June 30, 2021, the Company issued an aggregate of 343,118 shares of its Series E preferred stock for net proceeds of $3,590,500. The proceeds were usedenable us to meet our operating needs and debt requirements for the acquisition of Cougar Express and DDTI and for working capital purposes. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital. Additionally, during the three months ended June 30, 2021, the Company received proceeds of $685,714 from the exercise of stock warrants.
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.next twelve months. We are seeking to raise capital through additional debt and/or equity financings to fund ~~its~~our operations in the future. Although we have historically raised capital from sales of common and preferred shares and from the issuance of convertible promissory notes and notes payable, there is no assurance that itwe 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 condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Contractual Obligations

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

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

Effects of Inflation

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

Recently Enacted Accounting Standards

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are not required to provide quantitative and qualitative disclosures about market risk because we are a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including ~~John Mercadante, Jr,~~Sebastian Giordano, our Chief Executive Officer (“CEO”) and ~~Principal Accounting Officer,~~James Giordano, we carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of June 30, ~~2021.~~2022. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management has assessed the effectiveness of our disclosure controls and procedures and, based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of June ~~30, 2021.~~30. 2022.
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As reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, our management concluded that our internal control over financial reporting was not effective as of that date because of material weaknesses in our internal controls over financial reporting. The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses in our internal control over financial reporting:

1) Lack of 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;
2) The Company lacks segregation of duties;

3)2) ~~The Company lacks~~There is a lack of segregation of duties and monitoring controls regarding accounting because there are only a ~~limited staff of~~few accountants maintaining the books and records;
4) ~~Our Chief Executive Officer does not have significant financial experience resulting in the Company’s use of outside consultants to assist in financial and public company expertise;~~
5) ~~The Company does not have adequate controls over pre-closing legal and accounting review of loan transactions or other financings;~~
6) The Company did not have adequate controls over accounting systems that would prohibit unauthorized changes to historical accounting records. Recently, the Company implemented controls to address this situation;
7) ~~The Company lacks supervision of outside consultants who may negotiate transactions on behalf of the Company;~~
8) ~~The Company has not yet implemented any internal controls over financial reporting at its recently acquired subsidiary; and~~
9) ~~The Company lacks control over who is granted authorization to bind the Company or its subsidiaries to legal contracts.~~

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our consolidated financial condition and results of operations for the quarter ended June 30, ~~2021. However,~~2022.
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Management Plan to Remediate Material Weaknesses
Management has already begun the implementation of corrective measures to address the material weaknesses described above. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
As we started the new year in 2022, Sebastian Giordano, who was an outside consultant that was responsible for the Company’s financial turnaround the last two years, transitioned to take the formal role of CEO. His first action was to hire a new CFO and bring in three new independent and outside board members to strengthen the management ~~believes that~~controls of the ~~lack~~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 4 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.
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 ~~functioning audit committee~~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 ~~lack of a majority of outside directors~~following policies or processes:
○ Implementation of cash management and banking policy which includes increasing the controls related to individuals banking capabilities, utilization of a daily cash model and forecast, and policy to move cash receipts from customers to ACH.
○ Implementation of formalized payment and accounting transaction review and sign-off by the CFO.
○ Centralization of accounts payable and cash control at the corporate level including the receipt of invoices to a newly created email address and process to get authorized approval for invoices prior to input into system.
○ Implementation and completion of a formal and detailed 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.
As discussed above, we have taken steps and plan to continue to take additional steps, to seek to remediate these material weaknesses and to improve our financial reporting systems and implement new policies, procedures, and controls. We plan on implementing other policies and procedures to address and mitigate all remaining or new material weaknesses.
We believe the remediation measures described above will remediate the material weaknesses we had previously identified and disclosed, and will strengthen our ~~board of directors results in ineffective oversight in the establishment~~internal control over financial reporting. We are committed to continuing to improve our internal control processes and ~~monitoring of required internal~~will continue to review our financial reporting controls and procedures ~~which could result~~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 ~~a material misstatement in our consolidated financial statements in future periods.~~appropriate circumstances not to complete, certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

~~On or about January 10, 2020,~~In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was ~~named as sole defendant in~~ a ~~civil action captioned~~party to an arbitration with two companies, ELRAC LLC ~~v. Prime EFS, filed in the United States District Court for the Eastern District of New York, assigned Case No. 1 :20-cv-00211 (the “~~~~ELRAC Action~~”(“ELRAC”). The complaint in the ELRAC Action alleged that Prime EFS failed to pay in full for repairs allegedly required by reason of property damage to delivery vehicles leased by Prime EFS from ELRAC LLC (“~~ELRAC~~~~”) to conduct its business. The complaint sought damages of not less than $382,000 plus $58,000 in insurance claims that ELRAC believes were collected by the Company~~, and ~~not reimbursed to ELRAC.~~
ELRAC subsequently moved for a default judgment against Prime EFS. By letter to the court dated March 9, 2020, Prime EFS opposed entry of a default judgment and contended that all claims in the ELRAC Action were subject to mandatory arbitration clauses found in the individual lease agreements. On March 19, 2020, ELRAC filed a stipulation dismissing the ELRAC Action without prejudice and advised Prime EFS that it intends to file an arbitration at the American Arbitration Association alleging essentially identical claims.
~~During the period it was leasing vans and trucks from ELRAC and its affiliate,~~ Enterprise Leasing Company of Philadelphia, LLC (“~~Enterprise PA~~~~” and, with ELRAC, “~~~~Enterprise~~”ELC”),.
As previously disclosed, since the Company deconsolidated Prime EFS ~~paid $387,392 in deposits required by Enterprise as security~~effective with the filing of executed Deeds of Assignment for the ~~payment~~Benefit of ~~deductibles~~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 ~~uninsured damage to Enterprise’s fleet. Despite due demand, Enterprise never accounted to Prime EFS’s satisfaction regarding~~distraction of the ~~application of these deposits. On June 10, 2020,~~matter, effective March 31, 2022, the Company and Prime EFS, ~~therefore initiated~~on the one hand, and ERLAC and ELC, on the other hand, settled the above matter for a single payment, by TLSS, to ERLAC and ELC, in an ~~arbitration (the “~~~~Arbitration~~~~”) against Enterprise at~~immaterial amount. Pursuant to the ~~American Arbitration Association seeking~~settlement, the ~~return of not less than $327,000 of these deposits.~~Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand.
Bellridge Capital, L.P. v. TLSS and Mercadante

On ~~October 9,~~September 11, 2020, ~~Enterprise~~a prior lender to the Company, Bellridge Capital, LP. filed ~~its Answer~~a civil action against TLSS, John Mercadante and ~~Counterclaims~~Douglas Cerny in the ~~Arbitration. In its Answer, Enterprise denies liability to Prime~~U.S. District Court for $327,000 or any other sum. In its Counterclaims, ELRAC seeks $382,000 in damages and Enterprise PA seeks $256,000 in damages. Enterprise also seeks $62,000 in insurance payments allegedly made by Utica to Prime EFS.
~~Prime EFS believes~~ the ~~Enterprise Answer and Counterclaims lack merit and intends to defend its position in the Arbitration vigorously. Nevertheless, given the amount~~Southern District of the Counterclaim and the documentation which Enterprise has submitted in the arbitration in support thereof, the Company continues to reflect a liability of $440,000, i.e., the amount originally claimed as damages by ELRAC in the ELRAC Federal Action, as a contingency liability on the Company’s consolidated balance sheet. Based on our knowledge of the matter, as developed to date, we continue to agree with this estimate of probable total Company liability.
While it believes it has meritorious defenses to this action, out of an abundance of caution and without prejudice to its position in this matter, as of June 30, 2021, Prime EFS had accrued a contingency liability of $440,000 for purposes of this matter.
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New York, captioned Bellridge Capital, L.P. ~~and~~ ~~SCS,~~ ~~LLC~~ v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny. The case was assigned Case No. 20-cv-7485. The complaint alleged claims, inter alia, for purported violations of section 10(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); for breach of an exchange agreement dated April 13, 2019 (the “Exchange Agreement”); and for the alleged failure to pay certain amounts allegedly due under certain TLSS promissory notes.

After discontinuing ~~a prior~~the foregoing federal action ~~in federal court,~~voluntarily and without prejudice, on April 23, 2021, Bellridge ~~Capital, L.P. (“~~~~Bellridge~~”) filed a civil action in New York Supreme Court, New York County, against TLSS and ~~John~~ Mercadante. This mater, the “Bellridge State Court Action,” was assigned civil action number 652728/2021.
The ~~complaint~~Complaint in the Bellridge State Court Action ~~asserts 11 causes of action: (1) against TLSI, allegedly for breach of a convertible promissory note issued June 18, 2018 (the “~~~~June 2018 Note~~”), which claim seeks $539,114.06 for allegedly unpaid principal plus interest, costs and expenses; (2) against TLSI, also allegedly for breach of June 2018 Note, which claim seeks $343,000 plus interest, costs and expenses for TLSI’s alleged failure to honor certain conversion notices in timely fashion; (3) against TLSI, allegedly for breach of a promissory note dated December 26, 2018 (the “~~December 2018 Note~~~~”), which claim seeks $196,699 plus interest, costs and expenses for amounts allegedly unpaid under~~essentially repeated the ~~note; (4) against TLSI, purportedly for breach of an exchange agreement between Bellridge and TLSI dated April 13, 2019 (the “~~~~Exchange Agreement~~”), which claim seeks $3,337,500 plus costs and interest; (5) against TLSI and Mercadante, allegedly for fraud in connection with the Exchange Agreement, which claim seeks $447,500 plus costs and interest; (6) against TLSI and Mercadante, allegedly for negligent misrepresentation in connection with the Exchange Agreement, which claim seeks $447,500 plus costs and interest,claims in the ~~alternative to the 5~~^th claim; (7) against TLSI, allegedly for breach of certain preferred stock terms relating to the conversion of 31,500 series A preferred shares, which claim seeks not less than $57,960; (8) against TLSI and Mercadante, allegedly for fraudulent inducement of an August 2019 subordination agreement, which claim seeks a declaration annulling the subordination agreement; (9) against TLSI, allegedly for failing to provide all consideration recited in a subordination letter, which claim seeks 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 agreement, which claim seeks 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 subordination letter, which claim seeks damages in an amount to be determined at trial.
The purchase price stated in the June 2018 Note is $1,664,995. The principal amount of the June 2018 Note is $2,413,999.50. Hence the June 2018 Note was issued at a 33.33% discount (OID). The June 18 Note calls for the payment of interest computed at the rate of 10% per annum prior to any default. The term of the Note is one year. The June 2018 Note calls for the application of New York law. OID is treated as interest for purposes of the New York usury statutes (both civil and criminal). Since total interest payable under the Note at issuance was 41% per annum, for a period of one year, TLSI believes the June 2018 Note was void ~~ab initio~~ ~~under N.Y. Penal Law § 190.40 and cannot be enforced in this action.~~
The purchase price stated in the December 2018 Note is $300,000. The principal amount of the December 2018 Note is $330,000. Hence the December 2018 Note was issued at a 10% discount (OID). The Note calls for the payment of interest computed at the rate of 10% per annum prior to any default. The term of the Note is 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. As noted above, OID is to be treated as interest for purposes of the New York usury statutes (both civil and criminal). Since total interest payable under the Note, over its term of under 90 days, was more than 40% per annum, TLSI believes that the December 2018 Note, like the June 12018 Note, is void under N.Y. Penal Law § 190.40 and cannot be enforced in this action.
When Bellridge offered to engage in the Exchange Agreement, Bellridge was able to dictate terms and extract concessions from TLSI that were commercially unreasonable and unconscionable. It was able to do so solely because of its violations of N.Y. Penal Law § 190.40 Bellridge in July 2018. As such, TLSI believes the Exchange Agreement is null and void under N.Y. Penal Law § 190.40 and cannot be enforced in thisfederal action.

On June 4, 2021, ~~TLSI~~TLSS and Mercadante moved to dismiss ~~this action~~the Bellridge State Court Action for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On ~~July 7,~~October 20, 2021, the Court decided the MTD, dismissing all claims in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company filed its Answer in this case. On November 18, 2021, Bellridge filed ~~opposition papers~~an Amended Complaint purporting to revive its claims for fraud and ~~on July 21,~~negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the ~~defendants~~Defendants filed ~~reply papers on~~a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In February 2022, all proceedings in this ~~motion. The motion is scheduled~~action were stayed 60 days to ~~be argued to the assigned judge on October 20, 2021. In its reply papers, TLSI asserted,~~ ~~inter alia~~, that Bellridge has no damages because giving effect to its conversions and cash payments by TLSI on the June and December 2018 Note, Bellridge had no out-of-pocket losses and made approximately $500,000 on an investment of $1.92 million.facilitate a March 2022 mediation.

~~The defendants believe they have good defenses~~On April 29, 2022, all parties to ~~all claims alleged in~~ the ~~matter, including without limitation~~Bellridge State Court Action agreed to settle the ~~defense of usury as outlined above. Both~~case and exchange mutual general releases for a cash payment by the Company ~~and Mr. Mercadante intend~~ to ~~defend~~Bellridge of $250,000, which amount was paid in May 2022, at which time the releases took effect. In connection with this ~~case vigorously.~~settlement, during the six months ended June 30, 2022, the Company recorded settlement expense of $227,111.

~~Based~~In partial consideration for the settlement, TLSS and Bellridge also cancelled the 700,000 shares of Series B Preferred Stock previously held by Bellridge, as reflected on the ~~early stage~~Company’s balance sheets as of ~~this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.~~March 31, 2022 and December 31, 2021.
SCS, LLC v. ~~Transportation and Logistics Systems, Inc.~~TLSS
On January 14, 2021, a ~~civil~~former financial consultant to the Company, SCS, LLC, filed an action ~~was filed~~ against the Company in the Circuit Court of the 15^th Judicial Circuit, ~~in and for~~ Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, ~~Inc~~Inc. . The case was assigned Case No. ~~50-2020-CA-012684-xxxx-MB.~~50-2020-CA-012684.

~~The plaintiff in the case,~~In this action, SCS ~~LLC (“~~~~SCS~~”) 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 ~~alleges~~alleged claims for breach of contract, quantum meruit, unjust enrichment and account stated.
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On February 9, 2021, the Company filed its answer, defenses and counterclaims toin this action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and ~~breaches~~other inequitable conduct, including breach of its duties ~~under~~(i) to maintain the ~~consulting agreement.~~confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also avers, in its counterclaims, that SLS owes the Company damages in excess of the $42,000 sought in the main action because SLS was at least grossly negligent in any due diligence it undertook before recommending that the Company acquire Prime EFS LLC in June 2018. SCS filed a motion to strike ~~TLSI’s~~TLSS’s defenses and counterclaims, and ~~TLSI has~~TLSS opposed that application. Those motions remain sub judice.
A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case.

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

~~Based~~Because there have been no further filings or proceedings on ~~the early stage of~~ this ~~matter,~~case since April 2022, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. However, the demand remains $42,000.
Shareholder Derivative Action
On June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15^th Judicial Circuit in and for Palm Beach County, Florida (the “Court”) captioned SCS, LLC, derivatively on behalf of Transportation and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics Systems, Inc. The action has been assigned Case No. 2020-CA-006581.

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The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the ~~current~~immediately prior chairman and chief executive officer of the Company, Mercadante, the ~~current~~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. ~~The Company’s restructuring consultant, defendant Sebastian~~Prior to becoming CEO, Giordano ~~renders~~rendered his services to the Company through ~~another~~the final named defendant in the action, Ascentaur LLC.

Briefly, the complaint alleges that ~~the Company’s chief executive officer~~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~~Common Stock in order to facilitate an equity offering by the Company and then not consummating ~~an equity~~that offering. The complaint also alleges that ~~current management~~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 ~~current management~~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.
~~The Company’s current~~Company management ~~has~~ tendered the complaint to ~~its~~the Company’s directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $250,000 self-insured retention. ~~Company management, Mr. Giordano~~Each of the individual defendants and Ascentaur LLC ~~each advise~~has advised that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, ~~current management~~Mercadante asserts that ithe 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. ~~Current management~~Mercadante also asserts itthat 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, ~~current management asserts~~Mercadante and Cerny assert that itthey received equity in the Company on terms that were entirely fair to the Company and entered into MCA transactions solely because ~~there was~~ no other financing was available to the Company.
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On August 5, 2020, all defendants ~~in this action~~ moved to dismiss the complaint for failure to state a claim upon which relief can be granted. Among other things, ~~all defendants allege in their motion~~movants assert that, through this lawsuit, SCS is improperly attempting to second-guess business decisions made by the Company’s Board of Directors, based solely on hindsight (as opposed to any well-pleaded facts demonstrating a lack of care or good faith). ~~All defendants~~Movants also assert that the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. ~~Defendants~~Movants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. ~~Defendants~~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—~~occurred, a requirement under Nevada law in order for director or officer liability to arise. ~~Defendants~~Movants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. ~~Defendants~~Movants also contend that in the absence of an adequately-alleged independent cause of ~~action—~~action, let alone an unlawful agreement between the defendants entered into for the purpose of harming the Company, SCS’s claim for civil conspiracy must also be dismissed. Finally, ~~defendants~~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 meritinter 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~~The Court is scheduled 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~~hear argument on ~~the MTD.~~all defendants’ MTD on September 9, 2022.

While they hope to prevail on the motion, win or lose, ~~current~~ Company management ~~Mr. Giordano~~ and Ascentaur LLC advise that they believe this action is frivolous intend to mount a vigorous defense to this action, as they believe the action to be entirely bereft of merit.

It is not possible ~~to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.~~
~~Frank Mazzola v. Prime EFS, et al.~~
On July 24, 2020, Prime EFS terminated the employment of Frank Mazzola effective that day. On July 27, 2020, Mr. Mazzola filed a Complaint and Jury Demand in the United States District Court for the Southern District of New York in which he named as defendants Prime EFS, the Company, John Mercadante and Douglas Cerny. The case was assigned # 1:20-CV-5788-VM. In this action, Mr. Mazzola alleges that he had an employment agreement with Prime EFS and that Prime EFS breached the alleged employment agreement through two alleged pay reductions and by terminating his employment. The Complaint contains eight counts: (1) breach of contract against Prime EFS; (2) breach of the covenant of good faith and fair dealing against Prime EFS; (3) intentional misrepresentation against Prime EFS, the Company and Mr. Mercadante; (4) negligent misrepresentation against Prime EFS, the Company and Mr. Mercadante; (5) tortious interference with contract against the Company, Mr. Mercadante and Mr. Cerny; (6) tortious interference with prospective economic advantage against the Company, Mr. Mercadante and Mr. Cerny; (7) conversion against all defendants; and (8) unjust enrichment against all defendants. Mr. Mazzola seeks specific performance of the alleged employment agreement and damages of not less than $3 million.
Without Answering the Complaint, on August 14, 2020, the defendants objected to the Complaint on the grounds of lack of personal jurisdiction, improper venue and because the Complaint failed to state a claim upon which relief could be granted. On August 25, 2020, the Court ordered Mr. Mazzola to respond to the defendant’s objections within three days. On August 28, 2020, Mr. Mazzola voluntarily withdrew the action.
On September 1, 2020, Mr. Mazzola served the defendants with a Complaint and Jury Demand that Mr. Mazzola filed in the Superior Court of New Jersey, Law Division, Bergen County, docket number BER-L-004967-20. The Complaint alleged the same claims as those set forth in the Complaint that Mr. Mazzola had filed in the now withdrawn New York federal lawsuit. On September 28, 2020, the defendants removed the New Jersey state court lawsuit to the United States District Court for the District of New Jersey, which has been assigned civil action number 2:20-cv-13387-BRM-ESK. On October 5, 2020, all defendants filed a motion to dismiss each and every claim asserted against them in the New Jersey federal action.
On December 7, 2020, Mr. Mazzola filed an amended complaint in this action (the “AC”) alleging three (3) claims for relief: one for Breach of Contract against Prime EFS; one for “Piercing the Corporate Veil” against the Company; and one for “Fraudulent Inducement” against Messrs. Mercadante and Cerny.
The damages sought by each claim are 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.
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On January 11, 2021, Prime EFS filed an answer to the AC, denying, under the faithless servant doctrine and otherwise, that it has any liability to Mr. Mazzola for any of the amounts sought. Prime EFS also filed counterclaims against Mr. Mazzola seeking recoupment of not less than $925,492 in W-2 compensation paid to Mr. Mazzola; damages in the amount of $168,750 which Mr. Mazzola paid to his mother for a no-show job; and damages of not less than $500,000 for usurpation of corporate opportunities belonging to Prime EFS. Also, on January 11, 2021, the Company, Mr. Mercadante and Mr. Cerny filed motions to dismiss the AC insofar as pled against them for failure to state a claim and for lack of personal jurisdiction.
On January 27, 2021, Prime EFS filed an amended answer to the AC, increasing the amount sought on its counterclaim for recoupment of income paid to Mr. Mazzola from $925,492 to $1,111,833.73 and adding a claim for indemnification for amounts paid by Prime EFS to resolve certain litigation against it such as the ~~Valesky~~ ~~case (see below).~~
~~The motions to dismiss are currently sub judice. The case is currently in discovery.~~
Owing to the early stage of this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter.
~~Rosemary Mazzola v. TLSS and Douglas Cerny~~
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 demands $209,000 rather than the $94,000 in damages previously alleged. The new complaint alleges three claims: breach of contract against Prime EFS, alter ego liability against the company, and unjust enrichment against both the Company and Prime EFS. Ms. Mazzola also demands legal fees and expenses under a prevailing-party provision in the Amended Stock Purchase Agreement.
On January 29, 2021, both TLSI and Prime EFS, LLC timely moved to the dismiss the Amended Complaint. Opposition and reply papers on this motion were filed in February 2021. Meanwhile, on March 11, 2021, the court entered an order in the case requiring all fact discovery to be concluded by September 9, 2021.
As of June 30, 2021 and December 31, 2020, out of an abundance of caution and without prejudice to its position in this matter, a $94,000 liability is included in due to related parties on Prime EFS’s balance sheet as of such date. However, if the motion to dismiss is denied, TLSS and/or Prime will file counterclaims seeking at least $168,750 from Ms. Mazzola.
~~Owing to the early stage of this matter, it is not possible for us~~ 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.

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

On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20. In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Prime EFS and 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. We
On May 21, 2021, Prime EFS and Shypdirect also filed in action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for the Mercedes-Mejia action from the insurance brokerage, Acrisure LLC, which sold the County Hall insurance policy to Prime.
On August 19, 2021, the Plaintiff filed a motion for leave to file a first amended complaint to name four (4) additional parties as defendants – TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. On September 16, 2021, each of these entities filed papers in opposition to this motion.
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On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint herein, thus adding TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. as Defendants. On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action. On November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled their Third-Party Complaint against Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the Third-Party Complaint, denying its material allegations.
Under the currently operative pre-trial order, the discovery period in this action has been extended to December 2, 2022. All Defendants in this action intend to vigorously defend ~~against~~themselves in this ~~claim~~action and to pursue the ~~coverage action.~~third-party actions against both County Hall and Acrisure. However, owing to the early stage of this action, we cannot evaluate the likelihood of an adverse outcome or estimate ~~our~~the Company’s liability, if any, in connection with this claim.

~~Valesky v. Prime EFS, Shypdirect and TLSI~~
Plaintiff, an ex-dispatcher for Prime EFS, brought this action in the U.S. District Court for the District of New Jersey under the Family and Medical Leave Act of 1993 and the New Jersey Law Against Discrimination seeking unspecified compensatory and punitive damages. In April 2021, we settled this matter for a payment of $35,000.
~~Ynes Accilien v. Prime EFS~~
This action was brought on April 27, 2020 in the Superior Court of New Jersey for Bergen County by the plaintiff alleging injuries from a May 12, 2019 collision with a van leased by Prime EFS and operated by Prime EFS employees. The plaintiff has also filed a workers’ compensation claim. Prime EFS’s insurer has been defending this matter without charging Prime EFS, and the Company and Prime EFS expect that the insurer will ultimately indemnify Prime EFS for any damages assessed.
~~Default by Prime EFS on June 4, 2020 Settlement with Creditors~~Holdover Proceeding

On ~~June 4, 2020, Prime EFS~~February 16, 2022, the landlord for the leased premises from which Cougar Express conducts its Valley Stream New York business, Airport Park LLC (“~~Prime EFS~~Airport”), ~~a wholly-owned subsidiary of the Company, agreed with two related creditors (the “~~~~Creditors~~”)filed an action to ~~a payment plan (the “~~~~Payment Plan~~~~”) to settle, without interest, a total outstanding balance of $2,038,556 (the “~~~~Outstanding Balance~~~~”) owed by Prime EFS to the Creditors.~~
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~~Pursuant to the Payment Plan, Prime EFS~~evict and for unpaid holdover rent against Cougar Express and TLSS. The case was ~~obligated to pay $75,000 to the Creditors on or before June 5, 2020 and $75,000 to the Creditors on or before June 12, 2020.~~
Thereafter, under the Payment Plan, beginning on June 19, 2020, Prime EFS was obligated to make weekly payments of $15,000 to the Creditors each Friday for 125 weeks ending with a final payment of $13,556 on November 18, 2022.
~~Under the Payment Plan, Prime EFS also agreed that, if it fails to make a scheduled payment or otherwise defaults on its obligations, the remaining Outstanding Balance would be accelerated and due,~~No. LT-000550-22/NA, filed in ~~full, within five business days after receipt by Prime EFS of a notice of default from the Creditors.~~
Under the Payment Plan, Prime EFS also agreed that, if Prime EFS does not pay the remaining Outstanding Balance within five business days after receipt of a notice of default, then the Creditors will be entitled to 9% per annum simple interest on the remaining Outstanding Balance from the date of default and to recover attorneys’ fees and costs for enforcement.
~~Prime EFS made the $75,000 payments due on each of June 5, 2020 and June 12, 2020.~~
Prime EFS also made each of the weekly payments due through Friday, September 18, 2020. However, Prime EFS did not make the payment due Friday, September 25, 2020, did not make any further weekly payment due under the Payment Plan, and has no present plan or intention to make any further payments under the Payment Plan because it lacks the cash-on-hand to do so.
~~By letter dated October 16, 2020, attorneys for the Creditors gave Prime EFS notice of default (the “~~~~Notice of Default~~”) under the settlement agreement that documents the Payment Plan and related terms and conditions. The Notice of Default correctly states that Prime EFS did not make the payment due under the Payment Plan on September 25, 2020 and has not made any further weekly payments since September 25, 2020. The Notice of Default correctly demands, under the settlement agreement that documents the Payment Plan and related terms and conditions, that, as of the day of Prime EFS’s default, Prime EFS owed the Creditors $1,678,556.06, which is accrued and includedLandlord Tenant Court in insurance payable on the accompanying consolidated balance on June 30, 2021 and December 31, 2020. In the Notice of Default, the Creditors reserve the right to institute legal proceedings against Prime EFS for its defaults under the Payment Plan, to seek default interest at 9% per annum and to seek the Creditors’ costs of collection.
~~To date, Prime EFS has not responded to the Notice of Default and has no present plan or intention to respond.~~
~~Dispute between Patrick Nicholson and Prime EFS~~
By letter dated October 9, 2020, attorneys representing Patrick Nicholson allege that Prime EFS is in default of its payment obligations under a “10% Senior Secured Demand Promissory Note” issued February 13, 2019, in the principal amount of $165,000, and under a second promissory note issued April 24, 2019 in the principal amount of $55,000.Nassau County District Court.

In the ~~demand,~~case, Airport sought to evict the ~~attorneys~~tenants forthwith and to collect $51,079.78 for ~~Mr. Nicholson allege~~each month of holdover occupancy starting January 1, 2022 through the ~~total balance owed, including~~month of any eviction, plus statutory interest, costs and attorneys’ fees. $51,079.78 is ~~$332,702.84~~twice the monthly rent collected in the last year of the expired lease and ~~that interest~~ is ~~continuing to accrue on each promissory note.~~computed correctly under the holdover provision in the expired lease.

InBy stipulation filed with the ~~demand,~~Court on May 19, 2022, this matter was settled and terminated. Pursuant to the ~~attorneys for Mr. Nicholson~~settlement, Cougar agreed to pay, and paid, certain unpaid common charges of $8,016.25 and monthly rent at a rate of $33,275 per month until Cougar vacates the premises. Cougar also ~~contend that~~agreed to vacate the ~~Company is jointly and severally liable with Prime EFS for this balance.~~premises by September 30, 2022. Owing to the Cougar’s acquisition of JFK Cartage, Cougar does not anticipate having any difficulties whatsoever vacating the Valley Stream location by the September 30, 2022 lease termination.

~~If, as threatened, Mr. Nicholson files suit for non-payment under either or both promissory notes, it is anticipated that~~COR Holdings, LLC
In the ~~defendants will mount~~second quarter of 2022, COR Holdings LLC, a ~~vigorous defense~~lender to the ~~action. Among other things,~~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 $97,062.00 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 ~~position that Mr. Nicholson knew or should have known that~~Assignment for Benefit of Creditors proceeding in New Jersey. Therefore, if COR choses to pursue this claim against 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~~Company, the Company intends to oppose it ~~was public information that, after June 18, 2018, Ms. Mazzola was~~vigorously. However, because no ~~longer an owner or managing member of Prime EFS.~~
~~Nevertheless, out~~formal claim has been filed, we cannot evaluate the likelihood of an ~~abundance of caution and without prejudice to its position~~adverse outcome or estimate the Company’s liability, if any, in connection with this ~~matter, as of June 30, 2021, Prime EFS recorded notes payable due of $220,000 and accrued interest payable of $66,297.~~claim.

Ryder Truck Rental, Inc. ~~Demand Letter~~
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, 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 $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.

On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder also elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $2,871,272. 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, owed solely by Shypdirect, 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. Shypdirect intends to dispute this demand. In addition, Shypdirect has returned all of the trucks to Ryder as Shypdirect is no longer using them.
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Other than discussed above, as of June 30, ~~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 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During April 2021, we entered into Securities Purchase Agreements with investors pursuant to which~~On February 1, 2022 and amended on May 1, 2022, the ~~Investors agreed to purchase units, severally and not jointly, which consisted of~~Company issued an aggregate of ~~(i) 32,127~~969,149 of its common shares ~~of Series E and (ii) Warrants~~pursuant to ~~purchase 42,857,143~~a consulting agreement. These shares were valued at $10,000, or a share price ranging from $0.008 to $0.014e, based on the quoted closing price 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, we issued 8,571,4293 warrants to the placement agent at an initial exercise price of $0.01 per share.
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~~During the six months ended June 30, 2021, we issued 571,296,287 shares of our 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 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, we 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, 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 six months ended June 30, 2021, we issued 52,482,141 shares of our 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, 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.~~measurement dates.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

~~None.~~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. If this requirement is not met by August 21st, 2022, the Company’s common stock will be removed from the OTCQB marketplace. Upon such removal, the Company’s common stock would likely return to being quoted on the OTC Pink Tier of the OTC Markets Group, Inc. (continuing under the same symbol, “TLSS”) and would likely be subject to only limited quotation on the OTC Pink Tier. In addition, we were informed further that in the event that the Company’s closing bid price of the Company’s common stock falls below $0.001 per share at any time for five (5) consecutive trading days, the Company’s common stock will be immediately removed from OTCQB. The Company plans to consider steps that may avoid such removal from the OTCQB marketplace, but no assurance can be given that such steps will succeed in avoiding such removal.
Since our stock price is less than $0.01 per share as of the date of this filing, it is likely that on August 21, 2022, we will be removed from the OTCB Marketplace and our common stock will be 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.
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ITEM 6. EXHIBITS

Exhibits:
3.1 Certificate of Amendment to the Certificate of Designation, Preferences and Rights of the Series B Convertible Preferred Stock, dated August 16, 2019 (incorporated by reference to Exhibit 4.9 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on May 29, 2020).
~~3.2~~ Certificate of Amendment to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., effective as of July 20, 2020 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated July 21, 2020).
~~3.3~~ Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock of the Company, filed on October 6, 2020 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated October 9, 2020).
~~3.4~~3.2 Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock of the Company, filed on December 28, 2020 (incorporated by reference to Exhibit 10.28 to our Form S-1/A dated February 10, 2021).
3.5 *3.3
Certificate of Amendment to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., effective as of April 13, ~~2021.~~2021 (incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 15, 2021).
3.6 *3.4

Certificate of Designation of Preferences, Rights and Limitations of Series FG Preferred Stock of the Company, filed on ~~February 22, 2021.~~December 28, 2021 (incorporated by reference to Exhibit 3.14 to our Form S-1 dated January 28, 2022).
4.1 Form of ~~Convertible Note dated between January 2020 and April 2020~~Common Stock Purchase Warrant in Series G Offering (incorporated by reference to Exhibit ~~4.14~~10.2 to our ~~Annual~~Current Report on Form ~~10-K~~8-K filed with the Securities and Exchange Commission on ~~May 29, 2020).~~
~~4.2~~ ~~Form of Warrant dated between~~ January ~~2020 and April 2020 (incorporated by reference to Exhibit 4.15 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 29, 2020)~~3, 2022).
10.1 ~~Promissory Note for $2,941,212.50 executed by Company in favor of M&T Bank, dated April 16, 2020 (incorporated by reference to Exhibit 10.1 to our Form 8-K dated April 27, 2020).~~
~~10.2~~ ~~Promissory Note for $504,940 executed by Company in favor of M&T Bank, dated April 28, 2020 (incorporated by reference to Exhibit 10.1 to our Form 8-K dated May 8, 2020).~~
~~10.3~~ Form of Securities Purchase Agreement related to Series EG Preferred ~~Stock~~ (incorporated by reference to Exhibit 10.1 to our ~~Current Report on~~ Form 8-K dated ~~October 9, 2020)~~January 3, 2022).
10.2 Form of Warrant Agreement related to Series G Preferred (incorporated by reference to Exhibit 10.2 to our Form 8-K dated January 3, 2022).
10.3 Form of Registration Rights Agreement for Series G Warrants (incorporated by reference to Exhibit 10.5 to our Form S-1 dated January 28, 2022).
10.4 Form of ~~Registration Rights Agreement related to Series E Preferred~~Common Stock Purchase Warrant in Warrant Offering (incorporated by reference to Exhibit ~~10.2~~4.1 to our ~~Current Report on~~ Form ~~8-K~~S-1 dated ~~October 9, 2020)~~January 28, 2022).
10.5 Form of ~~Amendment to~~Registration Rights Agreement for Series ~~E Transaction Documents, effective January 21, 2021, between TLSS and each purchaser identified on the signature pages thereto~~G Convertible Preferred Stock (incorporated by reference to Exhibit ~~10.2~~10.6 to our Form ~~8-K~~S-1 dated January 28, ~~2021)~~2022).
10.6 ~~Stock Purchase Agreement,~~Offer Letter, dated ~~March 22, 2021, related to the sale of Series E preferred stock (incorporated by reference to Exhibit 10.1 to our Form 8-K dated March 23, 2021).~~
~~10.7~~ ~~Stock Purchase Agreement, dated March 24,~~November 10, 2021, between TLSS ~~Acquisition, Inc. (a wholly owned subsidiary of the Company)~~ and ~~Cougar Express, Inc.~~Mr. James Giordano (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~March 24, 2021)~~January 7, 2022).
~~10.8~~10.7 ~~Stock Purchase and Sale~~Employment Agreement, dated ~~June 15, 2021,~~January 4, 2022, between ~~the Company~~TLSS and ~~Anthony Berritto (sole shareholder of SalSon Logistics, Inc., a Georgia corporation)~~Mr. Sebastian Giordano (incorporated by reference to Exhibit ~~10.1~~10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~June 21, 2021)~~January 7, 2022).
31.1* Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2* Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1*^# Certification of Chief Executive Officer ~~and~~Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
32.2*^# Certification of Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed Herewith

# The ~~certification~~certifications attached as Exhibit 32.1 and 32.2 that accompanies this Form 10-Q isare not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Transportation and Logistics Systems, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
4755

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRANSPORTATION & LOGISTICS SYSTEMS, INC.

Dated: August ~~13, 2021~~12, 2022 By: /s/ ~~John Mercadante, Jr.~~Sebastian Giordano
~~John Mercadante, Jr.~~Sebastian Giordano
Chief Executive Officer (Principal Executive Officer) and ~~Chief Financial Officer (Principal Financial Officer)~~Director

4856

	2021			2020			2021			2020
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020

REVENUES	$	1,574,494		$	8,558,815			3,066,193		$	17,193,875

COST OF REVENUES		1,345,538			6,997,856			3,244,316			14,853,605

GROSS PROFIT (LOSS)		228,956			1,560,959			(178,123	)		2,340,270

OPERATING EXPENSES:
Compensation and related benefits		344,053			662,503			712,662			1,404,548
Legal and professional fees		452,915			2,487,896			983,453			2,902,706
Rent		233,601			175,261			367,556			339,611
General and administrative expenses		301,732			196,368			497,935			441,651
Loss on lease abandonment		616,074			-			616,074			-

Total Operating Expenses		1,948,375			3,522,028			3,177,680			5,088,516

LOSS FROM OPERATIONS		(1,719,419	)		(1,961,069	)		(3,355,803	)		(2,748,246	)

OTHER (EXPENSES) INCOME:
Interest expense		(135,450	)		(1,940,912	)		(218,959	)		(4,987,639	)
Interest expense - related parties		(22,438	)		(22,438	)		(44,630	)		(129,576	)
Gain on debt extinguishment, net		1,505,088			5,968,560			1,564,941			6,243,594
Other income		75,787			107,137			183,822			174,968
Derivative (expense) income, net		3,979,289			(69,806,610	)		3,284,306			(69,661,771	)

Total Other (Expenses) Income		5,402,276			(65,694,263	)		4,769,480			(68,360,424	)

INCOME (LOSS) BEFORE INCOME TAXES		3,682,857			(67,655,332	)		1,413,677			(71,108,670	)

Provision for income taxes		-			-			-			-
					.
NET INCOME (LOSS)		3,682,857			(67,655,332	)		1,413,677			(71,108,670	)

Deemed dividends related to ratchet adjustment, beneficial conversion features, and accrued dividends		(156,097	)		-			(985,933	)		(18,696,012	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	3,526,760		$	(67,655,332	)	$	427,744		$	(89,804,682	)

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED
Basic	$	0.00		$	(0.26	)	$	0.00		$	(0.66	)
Diluted	$	0.00		$	(0.26	)	$	0.00		$	(0.66	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		2,125,141,567			261,417,292			1,937,320,808			136,885,211
Diluted		2,539,874,797			261,417,292			2,352,054,038			136,885,211

	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Preferred Stock Series B				Preferred Stock Series E						Common Stock				Common Stock Issuable				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2020		700,000	$	700		105,378		$	105			1,733,847,494	$	1,733,848		-	$	-	$	104,872,991		$	(122,621,060	)	$	(16,013,416	)

Cancellation of issuable shares
Cancellation of issuable shares, shares
Reduction of put premium upon conversion
Common stock issued for debt conversion, accrued interest and fees
Common stock issued for debt conversion, accrued interest and fees, shares
Common stock issued for debt conversion		-		-		-			-			15,454,546		15,454		-		-		154,546			-			170,000

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

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
Beneficial conversion effect related to debt conversions
Relative fair value of warrants issued in connection with convertible debt
Accretion of stock-based compensation
Reclassification of warrants from equity to derivative liabilities
Deemed dividend related to price protection
Deemed dividend related to beneficial conversion features and accrued dividends		-		-		-			-			-		-		-		-		777,510			(829,836	)		(52,326	)

Common shares issued for cashless warrant exercise
Common shares issued for cashless warrant exercise, shares
Warrants issued for services
Accretion of stock-based compensation
Net loss		-		-		-			-			-		-		-		-		-			(2,269,180	)		(2,269,180	)

Balance, March 31, 2021		700,000		700		416,370			416			1,749,302,040		1,749,302		-		-		109,062,736			(125,720,076	)		(14,906,922	)

Common stock issued for debt conversion		-		-		-			-			44,282,163		44,282						329,174			-			373,456

Sales of Series E preferred share units		-		-		32,126			32			-		-		-		-		332,468			-			332,500

Common stock issued for conversion of Series E preferred shares						(340,346	)		(340	)		571,296,287		571,296		-		-		(570,956	)		-			-

Common stock issued for warrant exercise												121,053,570		121,054		-		-		564,660			-			685,714

Beneficial conversion effect related to debt conversions		-		-		-			-			-		-		-		-		143,872			-			143,872

Deemed dividend related to beneficial conversion features and accrued dividends		-		-		-			-			-		-		-		-		104,533			(156,097	)		(51,564	)

Net income		-		-		-			-			-		-		-		-		-			3,682,857			3,682,857

Balance, June 30, 2021		700,000	$	700		108,150		$	108			2,485,934,060	$	2,485,934		-		-	$	109,966,487		$	(122,193,316	)	$	(9,740,087)

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

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

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

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

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

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

Balance, March 31, 2021		700,000		700		416,370			416			-		-		1,749,302,040		1,749,302		109,062,736			(125,720,076	)		(14,906,922	)

Common stock issued for debt conversion		-		-		-			-			-		-		44,282,163		44,282		329,174			-			373,456

Sales of Series E preferred shares units		-		-		32,126			32			-		-		-		-		332,468			-			332,500

Common stock issued for conversion of Series E preferred shares		-		-		(340,346	)		(340	)		-		-		571,296,287		571,296		(570,956	)		-			-

Common stock issued for warrant exercise		-		-		-			-			-		-		121,053,570		121,054		564,660			-			685,714

Beneficial conversion effect related to beneficial conversions		-		-		-			-			-		-		-		-		143,872			-			143,872

Deemed dividend related to beneficial conversion features and accrued dividends		-		-		-			-			-		-		-		-		104,533			(156,097	)		(51,564	)

Net Income		-		-		-			-			-		-		-		-		-			3,682,857			3,682,857
Net Income (loss)		-		-		-			-			-		-		-		-		-			3,682,857			3,682,857
Balance, June 30, 2021		700,000	$	700		108,150		$	108			-	$	-		2,485,934,060	$	2,485,934	$	109,966,487		$	(122,193,316	)	$	(9,740,087	)

	●	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 June 30, 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 Six Months ended June 30, 2021			For the Six Months ended June 30, 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	)		(22,068,971	)
Reclassification of warrants from equity to derivative liabilities		-			11,381,885
Change in fair value included in derivative (gain) expense		(3,284,306	)		54,769,703
Balance at end of period	$	-		$	62,813,098

	For the Six Months ended June 30, 2022		For the Six Months ended June 30, 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	$	-	$	-

	June 30, 2021		June 30, 2020
Stock warrants		30,622,278		561,568,464
Stock options		80,000		80,000
Convertible debt		-		698,058,084
Series B convertible preferred stock		700,000		1,700,000
Series E convertible preferred stock		-		-
		31,402,278		1,261,406,548

	June 30, 2022		June 30, 2021
Stock warrants		1,258,008,109		30,622,278
Stock options		80,000		80,000
Series B convertible preferred stock		-		700,000
Series E convertible preferred stock		28,571,600		-
Series G convertible preferred stock		617,500,000		-
Antidilutive securities excluded from computation of earnings per share		1,904,159,709		31,402,278

	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 relationship		373,449			2,116,712			2,490,161
Total assets acquired at fair value		647,422			3,232,863			3,880,285
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		$	2,422,225		$	2,922,225

Purchase consideration paid:
Cash paid	$	100,000		$	2,033,146		$	2,133,146
Acquisition payable		-			39,079			39,079
Promissory notes		400,000			350,000			750,000
Total purchase consideration paid	$	500,000		$	2,422,225		$	2,922,225

	Amount
Total sale price consideration received	$	825,000

Less:
Commissions and other fees paid		76,500
Write-off of unamortized intangible assets		194,505
Net book value of property and equipment sold		257,306
Cost of sale of assets		528,311
Gain on sale of subsidiaries asset’s	$	296,689

	June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Accounts receivable	$	423,069	$	392,922		$	473,640	$	481,734
Allowance for doubtful accounts		-		(20,000	)		-		-
Accounts receivable, net	$	423,069	$	372,922		$	473,640	$	481,734

	Useful Life	June 30, 2021			December 31, 2020			Useful Life		June 30, 2022			December 31, 2021
Delivery trucks and vehicles	3 - 6 years	$	1,025,667		$	761,652			3 - 5 years	$	368,820		$	747,889
Equipment	1 - 5 years		51,301			3,470			1 - 5 years		31,301			51,301
Subtotal			1,076,968			765,122					400,121			799,190
Less: accumulated depreciation			(280,096	)		(166,315	)				(170,697	)		(221,985	)
Property and equipment, net		$	796,872		$	598,807				$	229,424		$	577,205

Year ending June 30:	Amount		Amount
2022	$	577,825
2023		577,825	$	454,754
2024		520,771		454,754
2025		453,342		454,754
2026		330,563		331,590
Total	$	2,460,326	$	1,695,852

	2021		2020
Expected dividend rate	-		-
Expected term (in years)	0.75 to 5.00		1.00 to 5.00
Volatility	169.7% to 367.0	%	154.2% to 362.0	%
Risk-free interest rate	0.04% to 0.87	%	0.15% to 1.62	%

	June 30, 2021		December 31, 2020
Principal and default penalty amount	$	-	$	1,062,764
Less: unamortized debt discount		-		(83,548	)
Convertible notes payable, net		-		979,216
Less: current portion of convertible notes payable		-		(979,216	)
Convertible notes payable, net – long-term	$	-	$	-

	June 30, 2021			December 31, 2020
Principal amounts	$	5,073,281		$	4,357,138
Less: current portion of notes payable		(4,626,661	)		(3,919,544	)
Notes payable – long-term	$	446,620		$	437,594

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

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

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

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

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2020		80,000	$	8.84		3.58		-
Granted		-		-
Cancelled		-		-
Balance Outstanding June 30, 2021		80,000	$	8.84		2.84	$	-
Exercisable, June 30, 2021		40,000	$	8.84		2.84	$	-

	Number of Non-Vested Shares			Weighted Average Grant Date Fair Value
Non-vested, December 31, 2021		-		$	-
Granted		138,944,615			0.011
Shares vested		(38,940,700	)		(0.011	)
Non-vested, June 30, 2022		100,003,915		$	0.011

	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, 2020		147,112,603			0.052		4.83	$	1,780,356
Granted		549,257,147			0.01
Increase in warrants related to price protection		71,965,500			0.01
Exercises		(167,128,858	)		0.01
Balance Outstanding June 30, 2021		601,206,392		$	0.02		4.57	$	2,927,534
Exercisable, June 30, 2021		601,206,392		$	0.02		4.57	$	2,927,534

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2021		80,000	$	8.85		3.3	$	-
Granted/Cancelled		-		-
Balance Outstanding June 30, 2022		80,000	$	8.85		2.3	$	-
Exercisable, June 30, 2022		60,000	$	8.85		2.3	$	-

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

	June 30, 2021			December 31, 2020
Office leases and truck right of use assets	$	1,126,966		$	1,984,320
Less: accumulated amortization into rent expense or cost of sales		(450,155	)		(539,046	)
Balance of ROU assets as of end of period	$	676,811		$	1,445,274

	June 30, 2021			December 31, 2020
Lease liabilities related to office and truck leases right of use assets	$	1,333,190		$	1,483,460
Less: current portion of lease liabilities		(422,161	)		(380,843	)
Lease liabilities – long-term	$	911,029		$	1,102,617


	JFK Cartage
Assets acquired:
Cash	$	35,758
Accounts receivable		221,664
Property and equipment		35,326
Security deposit		97,477
Intangible assets		1,362,616
Total assets acquired at fair value		1,752,841
Liabilities assumed:
SBA loan payable		503,065
Accounts payable and accrued expenses		115,362
Other notes payable		35,927
Total liabilities assumed		654,354
Net assets acquired	$	1,098,487
Purchase consideration paid:
Cash paid	$	401,552
Promissory note		696,935
Total purchase consideration paid	$	1,098,487

	Three Months ended June 30,						Six Months ended June 30,
	2021			2020			2021			2020
Revenues	$	1,574,494		$	8,558,815		$	3,066,193		$	17,193,875
Cost of revenues		1,345,538			6,997,856			3,244,316			14,853,605
Gross profit (loss)		228,956			1,560,959			(178,123	)		2,340,270
Operating expenses		1,948,375			3,522,028			3,177,680			5,088,516
Loss from operations		(1,719,419	)		(1,961,069	)		(3,355,803	)		(2,748,246	)
Other (expenses) income, net		5,402,276			(65,694,263	)		4,769,480			(68,360,424	)
Net income (loss)		3,682,857			(67,655,332	)		1,413,677			(71,108,670	)
Deemed dividend related to ratchet adjustment, beneficial conversion features, and accrued dividends		(156,097	)		-			(985,933	)		(18,696,012	)
Net income (loss) attributable to common shareholders	$	3,526,760		$	(67,655,332	)	$	427,744		$	(89,804,682	)

	1)	Lack of 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;

	2)	The Company lacks segregation of duties;

	3)2)	~~The Company lacks~~There is a lack of segregation of duties and monitoring controls regarding accounting because there are only a ~~limited staff of~~few accountants maintaining the books and records;

	4)	~~Our Chief Executive Officer does not have significant financial experience resulting in the Company’s use of outside consultants to assist in financial and public company expertise;~~

	5)	~~The Company does not have adequate controls over pre-closing legal and accounting review of loan transactions or other financings;~~

	6)	The Company did not have adequate controls over accounting systems that would prohibit unauthorized changes to historical accounting records. Recently, the Company implemented controls to address this situation;

	7)	~~The Company lacks supervision of outside consultants who may negotiate transactions on behalf of the Company;~~

	8)	~~The Company has not yet implemented any internal controls over financial reporting at its recently acquired subsidiary; and~~

	9)	~~The Company lacks control over who is granted authorization to bind the Company or its subsidiaries to legal contracts.~~

	○	Implementation of cash management and banking policy which includes increasing the controls related to individuals banking capabilities, utilization of a daily cash model and forecast, and policy to move cash receipts from customers to ACH.
	○	Implementation of formalized payment and accounting transaction review and sign-off by the CFO.
	○	Centralization of accounts payable and cash control at the corporate level including the receipt of invoices to a newly created email address and process to get authorized approval for invoices prior to input into system.
	○	Implementation and completion of a formal and detailed 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.