Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-34970 | ||
Entity Registrant Name | Transportation and Logistics Systems, Inc. | ||
Entity Central Index Key | 0001463208 | ||
Entity Tax Identification Number | 26-3106763 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 5500 Military Trail | ||
Entity Address, Address Line Two | Suite 22-357 | ||
Entity Address, City or Town | Jupiter | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33458 | ||
City Area Code | (833) | ||
Local Phone Number | 764-1443 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 37,269,511 | ||
Entity Common Stock, Shares Outstanding | 3,187,771,983 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 106 | ||
Auditor Name | SALBERG & COMPANY, P.A. | ||
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 6,067,692 | $ 579,283 |
Accounts receivable, net | 481,734 | |
Prepaid expenses and other current assets | 197,336 | 75,951 |
Assets subject to assignment for benefit of creditors, current portion | 740,381 | |
Total Current Assets | 6,746,762 | 1,395,615 |
OTHER ASSETS: | ||
Security deposit | 33,340 | |
Property and equipment, net | 577,205 | 472,670 |
Intangible assets, net | 2,177,382 | |
Assets subject to assignment for benefit of creditors | 1,665,411 | |
Total Other Assets | 2,787,927 | 2,138,081 |
TOTAL ASSETS | 9,534,689 | 3,533,696 |
CURRENT LIABILITIES: | ||
Convertible notes payable, net of debt discounts of $0 and $83,548, respectively | 979,216 | |
Notes payable, current portion, net of debt discount of $0 and $0, respectively | 283,141 | 85,207 |
Note payable - related party | 500,000 | |
Accounts payable | 312,772 | 465,581 |
Accrued expenses | 212,975 | 254,095 |
Insurance payable | 98,255 | 26,794 |
Derivative liability | 4,181,187 | |
Due to related parties | 173,692 | |
Accrued compensation and related benefits | 98,964 | 2,670 |
Liabilities subject to assignment for benefit of creditors, current portion | 11,338,459 | |
Total Current Liabilities | 1,006,107 | 18,006,901 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 12,455 | 290,215 |
Liabilities subject to assignment for benefit of creditors | 1,249,996 | |
Total Long-term Liabilities | 12,455 | 1,540,211 |
Total Liabilities | 1,018,562 | 19,547,112 |
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 2,926,528,666 and 1,733,847,494 shares issued and outstanding at December 31, 2021 and 2020, respectively | 2,926,529 | 1,733,848 |
Additional paid-in capital | 124,604,718 | 104,872,991 |
Accumulated deficit | (119,016,487) | (122,621,060) |
Total Shareholders’ Equity (Deficit) | 8,516,127 | (16,013,416) |
Total Liabilities and Shareholders’ Equity (Deficit) | 9,534,689 | 3,533,696 |
Series B Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock | 700 | 700 |
Series D Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock | ||
Series E Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock | 52 | 105 |
Series G Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock | $ 615 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 2,926,528,666 | 1,733,847,494 |
Common stock, shares outstanding | 2,926,528,666 | 1,733,847,494 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1,700,000 | 1,700,000 |
Preferred stock, shares issued | 700,000 | 700,000 |
Preferred stock, shares outstanding | 700,000 | 700,000 |
Preferred stock, liquidation value | $ 700 | $ 700 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1,250,000 | 1,250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation value per share | $ 6 | $ 6 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 562,250 | 562,250 |
Preferred stock, shares issued | 51,605 | 105,378 |
Preferred stock, shares outstanding | 51,605 | 105,378 |
Preferred stock, liquidation value per share | $ 13.34 | $ 13.34 |
Series G Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 615,000 | 0 |
Preferred stock, shares outstanding | 615,000 | 0 |
Preferred stock, liquidation value per share | $ 10 | $ 10 |
Convertible Notes Payable [Member] | ||
Debt discount | $ 0 | $ 83,548 |
Notes Payable [Member] | ||
Debt discount | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUES | $ 5,495,146 | $ 25,826,632 |
COST OF REVENUES | 5,408,143 | 23,284,240 |
GROSS PROFIT | 87,003 | 2,542,392 |
OPERATING EXPENSES: | ||
Compensation and related benefits | 1,403,311 | 2,335,388 |
Legal and professional fees | 2,160,081 | 3,920,606 |
Rent | 599,820 | 651,806 |
General and administrative expenses | 1,115,187 | 814,306 |
Contingency loss | 30,000 | 3,035,837 |
Loss on lease abandonment | 1,223,628 | |
Total Operating Expenses | 6,532,027 | 10,757,943 |
LOSS FROM OPERATIONS | (6,445,024) | (8,215,551) |
OTHER INCOME (EXPENSES): | ||
Interest expense | (349,544) | (7,377,164) |
Interest expense - related parties | (74,959) | (174,947) |
Warrant exercise inducement expense | (4,431,853) | |
Gain on debt extinguishment, net | 1,564,941 | 7,847,073 |
Gain on debt extinguishment - related party | 148,651 | |
Settlement expense | (545,616) | |
Other income | 194,823 | 376,750 |
Gain on deconsolidation of subsidiaries | 12,363,449 | |
Derivative income (expense), net | 3,284,306 | (34,692,503) |
Total Other Income (Expenses) | 12,699,814 | (34,566,407) |
INCOME (LOSS) BEFORE INCOME TAXES | 6,254,790 | (42,781,958) |
Provision for income taxes | ||
NET INCOME (LOSS) | 6,254,790 | (42,781,958) |
Deemed dividends related to ratchet adjustment, beneficial conversion features, and accrued dividends | (2,650,217) | (19,223,242) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 3,604,573 | $ (62,005,200) |
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED | ||
Basic | $ 0 | $ (0.08) |
Diluted | $ 0 | $ (0.08) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 2,341,907,998 | 751,822,976 |
Diluted | 3,728,170,026 | 751,822,976 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Series B Preferred Stock [Member]Preferred Stock [Member] | Series D Preferred Stock [Member]Preferred Stock [Member] | Series E Preferred Stock [Member]Preferred Stock [Member] | Series G Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,700 | $ 11,833 | $ 25 | $ 47,715,878 | $ (60,615,860) | $ (12,886,424) | |||
Beginning balance, shares at Dec. 31, 2019 | 1,700,000 | 11,832,603 | 25,000 | ||||||
Reduction of put premium upon conversion | 385,385 | 385,385 | |||||||
Common stock issued for debt conversion | $ 1,013,407 | 7,829,589 | 8,842,996 | ||||||
Common stock issued for debt conversion, shares | 1,013,408,088 | ||||||||
Beneficial conversion effect related to debt conversions | 36,271,137 | 36,271,137 | |||||||
Common shares issued for cashless warrant exercise | $ 155,915 | 81,750 | 237,665 | ||||||
Common shares issued for cashless warrant exercise, shares | 155,914,308 | ||||||||
Warrants issued for services | 1,963,291 | 1,963,291 | |||||||
Relative fair value of warrants issued in connection with convertible debt | 262,872 | 262,872 | |||||||
Accretion of stock-based compensation | 36,458 | 36,458 | |||||||
Common stock issued for Series B preferred stock | $ (1,000) | $ 1,000 | |||||||
Common stock issued for series B preferred stock, shares | (1,000,000) | 1,000,000 | |||||||
Conversion of debt and accrued interest to series D preferred stock | $ 522 | 825,167 | 825,689 | ||||||
Conversion of debt and accrued interest to series D preferred stock, shares | 522,726 | ||||||||
Conversion of series D preferred stock to common stock | $ (522) | $ 522,726 | (522,204) | ||||||
Conversion of series D preferred stock to common stock, shares | (522,726) | 522,726,000 | |||||||
Common stock issued for settlement | $ 10,281 | 492,461 | 502,742 | ||||||
Common stock issued for settlement, shares | 10,281,018 | ||||||||
Common stock issued for settlement related to anti-dilutive issuance | $ 18,686 | 526,930 | 545,616 | ||||||
Common stock issued for settlement related to anti-dilutive issuance, shares | 18,685,477 | ||||||||
Sales of Series E preferred share units | $ 105 | 1,162,895 | 1,163,000 | ||||||
Sales of Series E preferred share units, shares | 105,378 | ||||||||
Cancellation of issuable shares | $ (25) | 25 | |||||||
Cancellation of issuable shares, shares | (25,000) | ||||||||
Reclassification of warrants from equity to derivative liabilities | (11,381,885) | (11,381,885) | |||||||
Deemed dividend related to beneficial conversion features and accrued dividends | 19,223,242 | (19,223,242) | |||||||
Sales of Series G preferred share units | |||||||||
Sales of Series G preferred share units, shares | |||||||||
Common stock issued for conversion of Series E preferred shares | |||||||||
Common stock issued for conversion of Series E preferred shares, shares | |||||||||
Common stock issued for warrant exercise | |||||||||
Common stock issued for warrant exercise, shares | |||||||||
Warrant exercise inducement expense | |||||||||
Net income (loss) | (42,781,958) | (42,781,958) | |||||||
Ending balance, value at Dec. 31, 2020 | $ 700 | $ 105 | $ 1,733,848 | 104,872,991 | (122,621,060) | (16,013,416) | |||
Ending balance, shares at Dec. 31, 2020 | 700,000 | 105,378 | 1,733,847,494 | ||||||
Common stock issued for debt conversion | $ 59,736 | 483,720 | 543,456 | ||||||
Common stock issued for debt conversion, shares | 59,736,709 | ||||||||
Beneficial conversion effect related to debt conversions | 143,872 | 143,872 | |||||||
Sales of Series E preferred share units | $ 343 | 3,590,157 | 3,590,500 | ||||||
Sales of Series E preferred share units, shares | 343,118 | ||||||||
Deemed dividend related to beneficial conversion features and accrued dividends | 2,509,345 | (2,650,217) | (140,872) | ||||||
Sales of Series G preferred share units | $ 615 | 5,478,946 | 5,479,561 | ||||||
Sales of Series G preferred share units, shares | 615,000 | ||||||||
Common stock issued for conversion of Series E preferred shares | $ (396) | $ 657,781 | (657,385) | ||||||
Common stock issued for conversion of Series E preferred shares, shares | (396,891) | 657,780,034 | |||||||
Common stock issued for warrant exercise | $ 475,164 | 3,751,219 | 4,226,383 | ||||||
Common stock issued for warrant exercise, shares | 475,164,429 | ||||||||
Warrant exercise inducement expense | 4,431,853 | 4,431,853 | |||||||
Net income (loss) | 6,254,790 | 6,254,790 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 700 | $ 52 | $ 615 | $ 2,926,529 | $ 124,604,718 | $ (119,016,487) | $ 8,516,127 | ||
Ending balance, shares at Dec. 31, 2021 | 700,000 | 51,605 | 615,000 | 2,926,528,666 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 6,254,790 | $ (42,781,958) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization expense | 685,644 | 102,109 |
Amortization of debt discount to interest expense | 83,548 | 4,928,010 |
Stock-based compensation and consulting fees | 1,999,749 | |
Contingency loss | 3,035,837 | |
Other non-cash interest and fees | 9,080 | |
Interest expense related to debt default | 1,531,335 | |
Derivative (income) expense, net | (3,284,306) | 34,692,503 |
Non-cash portion of gain on extinguishment of debt, net | (1,564,941) | (7,899,618) |
Non-cash gain on extinguishment of debt - related party | (148,651) | |
Non-cash settlement expense | 545,616 | |
Non-cash portion of gain on deconsolidation of subsidiaries | (12,448,899) | |
Loss on lease abandonment | 1,223,628 | |
Warrant exercise inducement expense | 4,431,853 | |
Rent expense | 1,680 | 15,232 |
Bad debt recovery | (11,201) | 7,031 |
Other non-cash gain | (11,806) | |
Change in operating assets and liabilities: | ||
Accounts receivable | 166,486 | 583,818 |
Prepaid expenses and other current assets | 253,608 | (64,822) |
Security deposit | 94,000 | (17,500) |
Accounts payable and accrued expenses | 393,641 | 258,554 |
Insurance payable | (209,082) | (258,966) |
Accrued compensation and related benefits | 4,321 | 35,732 |
NET CASH USED IN OPERATING ACTIVITIES | (4,085,687) | (3,278,258) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (56,174) | (460,510) |
Proceeds from sale of property and equipment | 3,451 | |
Cash acquired in acquisition | 10,031 | |
Cash used for acquisitions | (2,133,146) | |
NET CASH USED IN INVESTING ACTIVITIES | (2,175,838) | (460,510) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from sale of series E preferred share units | 3,590,500 | 1,163,000 |
Net proceeds from sale of series G preferred share units | 5,479,560 | |
Proceeds from convertible notes payable | 1,912,382 | |
Proceeds from exercise of warrants | 4,226,383 | |
Repayment of convertible notes payable | (257,139) | |
Net proceeds from notes payable | 4,479,662 | |
Repayment of notes payable | (991,468) | (3,002,127) |
Repayment of note payable - related party | (500,000) | |
Net repayments of related party advances | (55,041) | (27,753) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 11,749,934 | 4,268,025 |
NET INCREASE IN CASH | 5,488,409 | 529,257 |
CASH, beginning of year | 579,283 | 50,026 |
CASH, end of year | 6,067,692 | 579,283 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 445,383 | 1,080,556 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Debt discounts recorded | 262,872 | |
Increase in derivative liability and debt discount | 1,702,474 | |
Conversion of debt and accrued interest for common stock | 543,457 | 8,321,548 |
Reclassification of accrued interest to debt | 89,262 | |
Reclassification of due to related parties to accrued expenses | 94,000 | |
Decrease in put premium and paid-in capital | 385,385 | |
Reclassification of warrant value from equity to derivative liabilities | 11,381,885 | |
Deemed dividend related to price protection and beneficial conversion features | 2,509,345 | 19,223,242 |
Conversion of debt and accrued interest for Series D preferred stock | 586,012 | |
Increase in prepaid expenses and insurance payable | 703,402 | |
Reclassification of note payable to convertible note payable | 170,000 | |
Conversion of Series B preferred stock to common stock | 1,000 | |
Conversion of Series D preferred stock to common stock | 522 | |
Conversion of Series E preferred stock to common stock | 396 | |
Decrease in property and equipment and notes payable, net | 31,241 | |
Accrual of preferred stock dividends | 140,872 | |
Assets acquired: | ||
Accounts receivable | 265,175 | |
Prepaid expenses | 7,534 | |
Property and equipment | 257,416 | |
Right of use assets | 44,388 | |
Other receivable | 622,240 | |
Security deposits | 33,340 | |
Total assets acquired | 1,230,093 | |
Less: liabilities assumed: | ||
Accounts payable | 132,155 | |
Accrued expenses | 86,194 | |
Notes payable | 1,491,458 | |
Lease liabilities | 44,388 | |
Total liabilities assumed | 1,754,195 | |
Increase in intangible assets - non-cash | $ (524,102) |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Transportation and Logistics Systems, Inc. (“ TLSS Company On June 18, 2018 (the “ Acquisition Date 100 Prime EFS Amazon On July 24, 2018, the Company formed Shypdirect LLC (“ Shypdirect On June 19, 2020, Amazon notified Prime EFS in writing (the “ Prime EFS Termination Notice In-Force Agreement Additionally, on July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the Amazon Relay Carrier Terms of Service (the “ Program Agreement Shypdirect Termination Notice Aug. 3 Proposal During the years ended December 31, 2021 and 2020, one customer, Amazon, represented 28.5 96.7 28.5 5,495,146 While the Company has commenced replacing its Amazon business with the acquisitions as set forth below, 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. 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 November 16, 2020, the Company formed a wholly owned subsidiary, TLSS Acquisition, Inc., a company incorporated under the laws of the State of Delaware (“TLSS Acquisition”). On March 24, 2021, TLSS Acquisition acquired all of the issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state area (“Cougar Express”). Cougar Express was a family-owned full-service transportation business that has been in operation for more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country (See Note 3). On February 21, 2021, the Company formed a wholly owned subsidiary, Shyp CX, Inc., a company incorporated under the laws of the State of New York (“Shyp CX”). Shyp CX does not engage in any revenue-generating operations. On August 16, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all of the Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, Prime EFS and Shypdirect, together referred to as the “Assignors”, executed Deeds of Assignment, assigning all of their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating judicial proceedings. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 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’s results of operations for the years ended December 31, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to the Assignment for the Benefit of Creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets. Unless the context otherwise requires, TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and its deconsolidated subsidiaries, Prime EFS and Shypdirect, whose results of operations for the years ended December 31, 2021 and 2020 are included in the results of the Company prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey, are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation and principles of consolidation On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all of the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for the years ended December 31, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets (See Note 10). The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021). All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS. Liquidity The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Historically, the Company has primarily funded its operations with proceeds from sales of convertible debt and convertible preferred stock. Since its inception, the Company has incurred recurring losses, including a loss from operations of $ 6,445,024 8,215,551 During the year ended December 31, 2021, the Company issued an aggregate of 343,118 3,590,500 615,000 5,479,560 4,226,383 Notwithstanding the foregoing, subsequent to December 31, 2021, the Company received additional net proceeds of $ 855,000 245,714 Risks and 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 some effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company continues to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, product demand in other categories, and increased fulfilment costs and cost of sales as a percentage of net sales and it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on the Company’s results of operations during 2022, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Use of estimates The preparation of the consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company. Fair value of financial instruments The Financial Accounting Standards Board (“ FASB , The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2021 and 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS On December 31, 2021 On December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ — — — $ 4,181,187 A roll-forward of the level 3 valuation financial instruments is as follows: SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS For the For the Balance at beginning of period $ 4,181,187 $ 2,135,939 Initial valuation of derivative liabilities included in debt discount - 1,702,474 Initial valuation of derivative liabilities included in derivative expense - 14,892,068 Gain on extinguishment of debt related to repayment/conversion of debt (896,881 ) (45,731,614 ) Reclassification of warrants from equity to derivative liabilities - 11,381,885 Change in fair value included in derivative (gain) expense (3,284,306 ) 19,800,435 Balance at end of period $ - $ 4,181,187 The Company accounts for its derivative financial instruments, consisting of certain conversion options embedded in our convertible instruments and warrants, at fair value using level 3 inputs. The Company determined the fair value of these derivative liabilities using the binomial lattice models, or other accepted valuation practices. When determining the fair value of its financial assets and liabilities using these methods, the Company is required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of its stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. ASC 825-10 “ Financial Instruments TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, insurance payable, other payables, and contingency liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s convertible notes payable and promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On December 31, 2021 and 2020, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2021, cash in bank in excess of FDIC insured levels amounted to approximately $ 5,899,000 Accounts receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of five six years Intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the 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. 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 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 years ended December 31, 2021 and 2020, the Company believes that it operates in one Derivative financial instruments The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging Contracts in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features Revenue recognition and cost of revenue The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net seven days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its customers, however, if the Company did, because all of the Company’s customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from deliveries of packages on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of packages that the Company makes under the service agreements. Control of the package transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment 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, E and G preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 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 Year Ended 2021 2020 Income (loss) per common share - basic: Net income (loss) $ 6,254,790 $ (42,781,958 ) Less: deemed dividends (2,650,217 ) (19,223,242 ) Net income (loss) attributable to common stockholders $ 3,604,573 $ (62,005,200 ) Weighted average common shares outstanding – basic 2,341,907,998 751,822,976 Net income (loss) per common share – basic $ 0.00 $ (0.08 ) Income (loss) per common share - diluted: Net income (loss) attributable to common shareholders – basic $ 3,604,573 $ (62,005,200 ) Add: Preferred Series E and G dividends 2,650,217 - Numerator for income (loss) per common share – diluted $ 6,254,790 $ (62,005,200 ) Weighted average common shares outstanding – basic 2,341,907,998 751,822,976 Add: dilutive shares related to: Warrants 701,720,958 - Series B preferred stock 700,000 - Series E preferred stock 68,841,070 - Series G preferred stock 615,000,000 - Weighted average common shares outstanding – diluted 3,728,170,026 751,822,976 Net income (loss) per common share – diluted $ 0.00 $ (0.08 ) Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, 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 December 31, 2021 December 31, 2020 Stock warrants 30,542,278 147,112,603 Stock options 80,000 80,000 Convertible debt - 164,248,498 Series B convertible preferred stock - 700,000 Series E convertible preferred stock - 170,093,023 Antidilutive securities excluded from computation of earnings per share 30,622,278 482,234,124 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations. There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our consolidated financial position, results of operations or cash flows upon adoption. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On January 15, 2021, through Shyp FX, the Company executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”), including last-mile delivery services using vans and box trucks. The purchase price was $ 100,000 400,000 On March 24, 2021, TLSS Acquisition acquired all of the issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the New York tri-state area (“Cougar Express”). The purchase price was $ 2,000,000 350,000 The assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. During the three months ended September 30, 2021, the Company increased the customer relations intangible asset acquired and accrued expenses by $ 7,057 Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the respective acquisition: SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED DDTI Cougar Express Total Assets acquired: Cash $ - $ 10,031 $ 10,031 Accounts receivable - 265,175 265,175 Other assets - 40,874 40,874 Transportation vehicles 209,585 - 209,585 Equipment 20,000 27,831 47,831 Right of use assets 44,388 - 44,388 Other receivable - 622,240 622,240 Non-compete agreement - 150,000 150,000 Customer relations 373,449 2,123,768 2,497,217 Total assets acquired at fair value 647,422 3,239,919 3,887,341 Liabilities assumed: Notes payable (103,034 ) (16,184 ) (119,218 ) PPP loan payable - (622,240 ) (622,240 ) Accounts payable - (132,155 ) (132,155 ) Accrued expenses - (40,059 ) (40,059 ) Lease liabilities (44,388 ) - (44,388 ) Total liabilities assumed (147,422 ) (810,638 ) (958,060 ) Net asset acquired $ 500,000 $ 2,429,281 $ 2,929,281 Purchase consideration paid: Cash paid $ 100,000 $ 2,033,146 $ 2,133,146 Acquisition payable - 46,135 46,135 Promissory notes 400,000 350,000 750,000 Total purchase consideration paid $ 500,000 $ 2,429,281 $ 2,929,281 The Company shall record acquisition and transaction related expenses in the period in which they are incurred. During the years ended December 31, 2021 and 2020, acquisition and transaction related expenses primarily consisted of legal fees of approximately $ 8,200 0 The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Cougar Express had occurred as of the beginning of the following periods: SCHEDULE OF PRO FORMA INFORMATION For the Year Ended For the Year Ended Net Revenues $ 6,191,984 $ 28,743,607 Net Income (Loss) $ 6,097,718 $ (43,057,147 ) Net Income (Loss) Attributable to Common Shareholders $ 3,447,501 $ (62,280,389 ) Net Income (Loss) per Share $ 0.00 $ (0.08 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE On December 31, 2021 and 2020, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2021 December 31, 2020 Accounts receivable $ 481,734 $ Allowance for doubtful accounts - - Accounts receivable, net $ 481,734 $ - |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT On December 31, 2021 and 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life December 31, 2021 December 31, 2020 Delivery trucks and vehicles 3 - 5 years $ 747,889 $ 544,010 Equipment 1 5 51,301 3,470 Subtotal 799,190 547,480 Less: accumulated depreciation (221,985 ) (74,810 ) Property and equipment, net $ 577,205 $ 472,670 During the year ended December 31, 2021, the Company sold vehicles with a cost basis of $ 116,310 and related accumulated depreciation of $ 38,992 3,451 and the reduction of notes payable of $ 73,864 , resulting in a loss of $ 3 which is included in general and administrative expenses on the accompanying consolidated statement of operations. For the years ended December 31, 2021 and 2020, depreciation expense is included in general and administrative expenses and amounted to $ 215,809 102,109 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS On December 31, 2021 and 2020, intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful life December 31, 2021 December 31, 2020 Customer relations 3 5 $ 2,497,217 Non-compete agreement 5 150,000 - Intangible assets gross 2,647,217 - Less: accumulated amortization (469,835 ) - Intangible assets net $ 2,177,382 $ - For the years ended December 31, 2021 and 2020, amortization of intangible assets amounted to $ 469,835 0 Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending December 31: Amount 2022 $ 579,237 2023 579,237 2024 459,940 2025 454,754 2026 104,214 Total $ 2,177,382 |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 7 – CONVERTIBLE PROMISSORY NOTES PAYABLE Red Diamond Partners LLC and RDW Capital, LLC On April 9, 2019, the Company entered into agreements (the “RedDiamond Amendments”) with RedDiamond and RDW Capital, LLC, the holders of these convertible notes representing an aggregate principal amount of $ 510,000 ● extend the maturity date of the notes to December 31, 2020 ● remove all convertibility features of the notes; and ● repay not less than half of the obligations then outstanding pursuant to the notes if the Company completes an offering of equity or equity linked securities (including warrants, convertible preferred stock, convertible debentures or convertible promissory note) which results in gross proceeds to the Company of at least $ 4,000,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 During the year ended December 31, 2020, the Company issued 96,661,102 510,000 158,141 385,385 The aggregate principal amounts due as of December 31, 2021 and 2020 amounted to $ 0 Bellridge Capital, LLC In an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other things, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020, a new maturity date on the indebtedness (April 30, 2021), and a price of $ 0.02 During July and August 2020, the Company issued 107,500,001 1,813,402 70,671 512,366 On December 31, 2021 and 2020, convertible notes payable related to this convertible debt amounted to $ 0 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. On September 6, 2019, the Company sold shares of its common stock at $ 2.50 2.50 1,383,116 2.50 0.40 0.40 the conversion price of August 2019 Notes was reduced to $ 0.40 8,644,474 0.40 17,836,244 0.006 0.006 On January 30, 2020, due to the default of the January 2020 August 2019 Notes Amortization Payment, the August 2019 Notes were deemed in default. Accordingly, the outstanding principal balance on date of default increased by 30 723,985 18 During the six months ended June 30, 2020, the Company repaid principal of $ 257,139 128,674 293,677,788 2,118,311 48,685 1,000 84,416 39,885,602 284,249 8,450 900 9,606,099 58,317 Additionally, on July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements (the “ Exchange Agreements Series D 500,184 85,827 423,159,293 522,726 Exchange 239,678 In connection with Exchange, the Company and Investors entered into leak-out agreements, dated as of July 20, 2020 and July 22, 2020 (the “ Leak Out Agreements the respective Investor agreed that, until the earliest to occur of (a) 120 days from date of Exchange Agreement, (b) the common stock trading at an average reported volume of at least 100,000,001 0.10 10 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On December 31, 2021 and 2020, convertible notes payable related to August 30, 2019 convertible debt amounted to $ 0 22,064 0 22,064 October 3, 2019 convertible debt and related warrants On October 3, 2019, the Company issued and sold to an investor a convertible promissory note in the principal amount of $ 166,667 October 3 Note 66,401 October 3 Warrant 150,000 10 16,667 The October 3 Note and related October 3 Warrant included a down-round provision under which the October 3 Note conversion price and warrant exercise price could be affected, on a full-ratchet basis, by future equity offerings undertaken by the Company. Subsequent to October 3, 2019, the Company issued convertible debt with a conversion price of $ 2.50 2.50 66,667 0.40 0.40 0.40 416,669 0.40 859,768 0.006 0.006 In February 2020, due to the default of the February 2020 October 3 Note Amortization Payment, the October 3 Note was deemed in default. Accordingly, the outstanding principal balance on date of default increased by 30 50,000 18 During the year ended December 31, 2020, the Company issued 27,525,109 216,667 11,774 5,000 2,180 On December 31, 2021 and 2020, convertible notes payable related to the October 3, 2019 convertible debt amounted to $ 0 Fall 2019 notes On October 14, 2019 and November 7, 2019, the Company entered into convertible note agreements with an accredited investor. Pursuant to the terms of these convertible note agreements, the Company issued and sold to an investor convertible promissory notes in the aggregate principal amount of $ 500,000 Fall 2019 Notes 500,000 10 300,000 October 14, 2020 200,000 November 7, 2020 Each Fall 2019 Note was convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date means, as of any date of determination, the lower of: (i) $2.50 per share and (ii) the twenty day per share closing trading price of the Company’s common stock during the twenty trading days that close with the last previous trading day ended three days prior to the date of exercise. The Fall 2019 Notes did not contain anti-dilutive provisions. On December 17, 2020, the Company issued 55,000,000 500,000 81,616 On December 31, 2021 and 2020, convertible notes payable related to the Fall 2019 Notes amounted to $ 0 Q1/Q2 2020 convertible debt and related warrants During the year ended December 31, 2020, the Company issued and sold to certain investors convertible promissory notes in the aggregate principal amount of $ 2,068,000 Q1/Q2 2020 Notes 827,200 Q1/Q2 2020 Warrants 1,880,000 10 188,000 The Q1/Q2 2020 Notes initially bore interest at 6% per annum and become due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which includes, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “Q1/Q2 2020 Note Amortization Payment”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note will be immediately due and payable. Q1/Q2 2020 Note Stock Payment TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 The Q1/Q2 2020 Notes may be prepaid, provided that certain Equity Conditions, as defined in the Q1/Q2 2020 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from each Q1/Q2 2020 Note’s respective original issuance date until and through the day that falls on the third month anniversary of such original issue date (each a “ Q1/Q2 2020 Note 3 Month Anniversary In the event the Company consummates a Public Offering while the Q1/Q2 2020 Notes are outstanding, then 25 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. 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 0.40 In connection with the issuance of the January 2020 warrants, the Company calculated the relative fair value of these warrants in the amount of $262,872 which was added to debt discount and paid-in capital and shall be amortized over the term of the Q1/Q2 2020 Notes. In connection with the issuance of the notes in January, February, March and April 2020 and the issuance of the warrants in February, March and April 2020, the Company determined that various terms of these Q1/Q2 2020 Notes and Q1/Q2 2020 Warrants, including the default provisions in the Q1/Q2 2020 Notes discussed above, caused derivative treatment of the embedded conversion options and warrants. During the year ended December 31, 2020, on the initial measurement dates, the fair values of the embedded conversion option and warrant derivatives of $ 8,817,568 1,287,474 7,530,095 The Q1/Q2 2020 Notes included a down-round provision under which the Q1/Q2 2020 Note conversion price could be affected, by future equity offerings undertaken by the Company. During the year ended December 31, 2020, down-provisions were triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect. As of December 31, 2020, the conversion price of the Q1/Q2 Notes was lowered to $ 0.006 Due to the default of amortization payments due on our August 2019 Notes and other notes as discussed above, the Q1/Q2 2020 Notes were deemed in default. Accordingly, the outstanding principal balance on date of default increased by 30 620,400 18 and During the three months ended September 30, 2020, the Company issued 291,796,804 1,887,000 3,731 During the three months ended June 30, 2021, the Company and each investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the year ended December 31, 2021, the Company reversed the accrued Mandatory Penalty amount due of $ 664,400 664,400 28,358,841 277,916 0 717,852 801,400 83,548 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 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 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 April 20 Note Stock Payment The April 20 Note may be prepaid, provided that certain Equity Conditions, as defined in the April 20 Note, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from April 20, 2020 until and through July 20, 2020 at an amount equal to 105% of the aggregate of the outstanding principal balance of the April 20 Note and accrued and unpaid interest, and (ii) after July 20, 2020 at an amount equal to 115% of the aggregate of the outstanding principal balance of the April 20 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, the holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its April 20 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold the April 20 Note. Except for a Public Offering and April 20 Note Amortization Payments, in order to prepay the April 20 Note, the Company must provide at least 30 days’ prior written notice to the holder, during which time the holder may convert the April 20 Note in whole or in part at the then applicable conversion price. For avoidance of doubt, the April 20 Note Amortization Payments will be prepayments and are subject to prepayment penalties equal to 115% of the April 20 Note Amortization Payment. In the event the Company consummates a Public Offering while the April 20 Note is outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the April 20 Note. 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 In connection with the issuance of the April 20 Note, the Company determined that various terms of the April 20 Note caused derivative treatment of the embedded conversion option. On the initial measurement dates, the fair values of the embedded conversion option derivative of $ 1,436,725 415,000 1,021,725 136,950 18 The April 20 Note includes a down-round provision under which the April 20 Note conversion price could be affected, by future equity offerings undertaken by the Company. During the year ended December 31, 2020, down-provisions were triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect. During the three months ended September 30, 2020, the Company issued 38,500,000 231,000 53,255,583 293,150 26,383 During the three months ended June 30, 2021, the Company issued 15,923,322 95,540 0 69,300 69,300 Other convertible debt As discussed in Note 10, on August 28, 2020, a note payable with a principal balance due of $ 185,000 185,000 7,500 20.000 15,000 170,000 15,454,546 0 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Summary of derivative liabilities During the years ended December 31, 2021 and 2020, due to the non-payment of amortization payments due, substantially all convertible notes were deemed in default. Since the default principal due is convertible at the same default terms contained in the related convertible notes, the Company determined that various terms of the convertible notes discussed above caused derivative treatment of the embedded conversion options related to the principal and default principal due. Accordingly, under the provisions of ASC 815-40 - Derivatives and Hedging – Contracts in an Entity’s Own Stock 6,340,248 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 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 8,817,568 1,287,473 7,530,095 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 1,436,725 415,000 1,021,725 In connection with the period end revaluations and the initial derivative expense recorded, the Company recorded aggregate derivative expense of $ 34,692,503 During the year ended December 31, 2020, in connection with the conversion or repayment of various debts as discussed above, the Company reversed the value of the respective derivative liability and recorded a gain on extinguishment of debt of $ 45,731,614 During the years ended December 31, 2021 and 2020, the fair value of the derivative liabilities, warrants and conversion option was estimated using the Binomial valuation model with the following assumptions: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL 2021 2020 Expected dividend rate - - Expected term (in years) 0.75 5.00 0.75 5.00 Volatility 169.7 367.0 154.2 372.3 Risk-free interest rate 0.04 0.87 0.09 1.62 On December 31, 2021 and 2020, convertible promissory notes are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES December 31, 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 $ - $ - TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On December 31, 2020, the principal and default penalty amount due of $ 1,062,764 351,000 711,764 For the years ended December 31, 2021 and 2020, amortization of debt discounts related to convertible notes amounted to $ 83,548 4,322,247 18.0 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Promissory notes On January 15, 2021, in connection with the acquisition of DDTI, the Company issued a promissory note in the amount of $ 400,000 The principal amount of $ 400,000 100,000 4 100,000 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 $ 350,000 175,000 6 % per annum. On December 31, 2021, the principal amount related to this note was $ 175,000 . Equipment and auto notes payable In November 2019, the Company entered into a promissory note for the purchase of five trucks in the amount of $ 460,510 sixty 9,304 January 27, 2020 0 375,422 In connection with the acquisition of DDTI, the Company assumed several truck notes payable liabilities due to entities. On December 31, 2021, truck notes payable to these entities amounted to $ 17,985 In connection with the acquisition of Cougar Express, the Company assumed several equipment notes payable liabilities due to entities. On December 31, 2021, equipment notes payable to these entities amounted to $ 2,611 Paycheck Protection Program Promissory Note During 2020, prior to the acquisition of Cougar Express by the Company, Cougar Express entered into a Paycheck Protection Program promissory note (the “ Cougar PPP Loan 622,240 CARES Act 622,240 622,240 Line of credit Through December 2021, the Company’s subsidiary, Cougar Express, maintained a $ 5,000 0 On December 31, 2021 and 2020, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Principal amounts $ 295,596 $ 375,422 Less: current portion of notes payable (283,141 ) (85,207 ) Notes payable – long-term $ 12,455 $ 290,215 For the years ended December 31, 2021 and 2020, amortization of debt discounts related to notes payable amounted to $ 0 605,763 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 9– SHAREHOLDERS’ EQUITY (DEFICIT) Preferred stock Series A preferred stock On April 9, 2019, the Company entered into agreements with all holders of its Series A Convertible Preferred Stock to exchange all 4,000,000 2,600,000 Series B preferred shares In August 2019, the Company designated Series B Preferred Shares consisting of 1,700,000 0.001 0.001 On August 16, 2019, the Company issued 1,000,000 1,000,000 1,000,000 On August 16, 2019, the Company issued 700,000 700,000 Series C preferred shares Pursuant to the August 2019 Purchase Agreement (see Note 7), by and among the Company and the investors named therein (the “ August 2019 Investors August 2019 Reserve Requirement inter alia the Lead Investor (as defined in the August 2019 Purchase Agreement) for $100 a series of preferred stock which holds voting power equal to 51 On June 5, 2020, the Company sold to John Mercadante, for $100, one share of Series C Preferred Stock which has voting power equal to 51 Series D preferred shares The Board of Directors (the “ Board 10,000,000 0.001 On July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D Preferred Stock (the “ Series D COD 1,250,000 6.00 Stated Value 25 Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D is convertible into 1,000 4.99 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Approval of at least a majority of the outstanding Series D is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series D, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, it being understood that the creation of a new security having rights, preferences or privileges senior to or on parity with the Series D in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series D; (c) issue any Series D, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited by the terms of the Series D, circumvent a right of the Series D. On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D Convertible Preferred Stock. Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $ 500,184 85,827 423,159,293 522,726 Exchange 239,678 During the period from July 1, 2020 to December 31, 2020, the Company issued 522,726,000 522,726 The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD. no These Series D preferred share issuances which were not redeemable were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series D preferred stock agreements, Series D preferred stock was not redeemable. As such, since Series D preferred stock was not redeemable, the Series D preferred stock was classified as permanent equity. The Company also concluded that the conversion rights under the Series D Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series D Preferred Stock were not considered an embedded derivative that required bifurcation. Series E preferred shares To consummate the Series E Offering, the Company’s Board of Directors (the “ Board Series E 10,000,000 0.001 7,049,999 the Board to issue any or all of such shares of preferred stock in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders On October 6, 2020, the Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “ Series E COD 562,250 Amended Series E COD 13.34 Stated Value ● Each holder of Series E has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E held by such holder are convertible as of the applicable record date. ● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115 , Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the “Make Good Amount”) “Extra Amount”) 80% “Conversion Date”) 70% Subject to the Beneficial Ownership Limitation, at any time during the period commencing on the date of the occurrence of a Triggering Event and ending on the date of the cure of such Triggering Event (the “Triggering Event Period”), a Holder may, at such Holder’s option, by delivery of a conversion notice to the Company to convert all, or any number of Series E (such conversion amount of the Series E to be converted pursuant to this Section 6(b) (the “Triggering Event Conversion Amount”), “Triggering Event Conversion Amount” 125 “Triggering Event Conversion Price” 0.006 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Triggering events include, but are not limited to, (1) failure to satisfy Rule 144 current public information requirements; (2) ceasing to be a reporting company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the “Base Share Price”) “Applicable Price”) “Dilutive Issuance”), From and after the Original Issuance Date, cumulative dividends on each share of Series E shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6 140,872 On a pari passu basis with the holders of Series D Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series E is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. Until the date that such Series E shareholder no longer owns at least 50% of the Series E, the holders of Series E have the right to participate, pro rata, in each subsequent financing in an amount up to 25% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing. A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company Approval of at least a majority of the outstanding Series E is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series E, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series E in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series E; (c) issue any Series D Convertible Preferred Stock, (d) issue any Series E in excess of 562,250 On October 8, 2020, the Company entered into a Securities Purchase Agreement with the investors party thereto (collectively the “Investors”) pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 47,977 23,988,500 50 640,000 13.34 35,000 605,000 0.04 23,988,500 95,954,000 0.01 On December 28, 2020 and December 30, 2020, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 57,400 76,571,429 1,334 670,000 11.67 112,000 558,000 0.01 527,230 During the three months ended March 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 310,992 414,857,146 1,334 3,630,000 11.67 372,000 3,258,000 0.01 82,971,429 0.01 777,510 During April 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 32,126 42,857,143 1,334 375,000 11.67 42,500 332,500 0.01 8,571,429 0.01 104,533 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 In connection with the Series E Offerings, the Company entered into Registration Rights Agreements (the “ Series E Registration Rights Agreements Event Event Date Filing Events Effectiveness Events S-1 Registration Statement Filing Date Effective Date These Series E preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series E preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series E preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series E preferred stock is classified as permanent equity. The Company concluded that the Series E Preferred Stock represented an equity host and, therefore, the redemption feature of the Series E Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series E Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series E Preferred Stock were not considered an embedded derivative that required bifurcation. On December 8, 2020 the Company entered into an Engagement Agreement (the “Engagement Agreement”) with a placement agent to act as an exclusive selling/placement agent for the Company to assist in a financing for the Company. In connection with the engagement letter, the Company agreed to pay to the placement agent at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible or exercisable into the Company’s common stock (the “Securities Financing”) during the Exclusive Period which is for a period of 90 days from the date of execution of this Letter Agreement; (i) a cash transaction fee in the amount of 10% of the amount of the Securities Financing; and (ii) warrants (the “Warrants”) with a 5 year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis) in the Securities Financing, at an exercise price equal to the investor’s warrant exercise price of the Securities Financing. In connection with this Engagement Agreement, through December 31, 2020, the Company paid the placement agent cash of $ 67,000 15,314,285 0.01 385,500 91,542,858 0.01 400,500 During the three months ended June 30, 2021, the Company issued 571,296,287 340,346 During the three months ended September 30, 2021, the Company issued 25,725,519 17,135 During the three months ended December 31, 2021, the Company issued 60,758,228 39,410 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On February 22, 2021, the Company sold to John Mercadante, for $ 10 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 10.00 ● Each holder of Series G has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series G held by such holder are convertible as of the applicable record date. ● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series G) at a price equal to 115 , Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership limitations If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the “Base Share Price”) “Applicable Price”) “Dilutive Issuance”), 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 On a pari passu basis with the holders of Series E Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series G is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. The holders of Series G have the right to participate, pro rata, in each subsequent financing in an amount up to 40 A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99 Approval of at least two-thirds of the outstanding Series G is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series G, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series G in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series G; (c) issue any Series E or Series D Convertible Preferred Stock, (d) issue any Series G in excess of 1,000,000 On 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) 615,000 615,000,000 6,150,000 10.00 615,507 54,933 5,479,560 0.01 2,041,802 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 In connection with the Series G Offerings, the Company entered into Registration Rights Agreements (the “ Series G Registration Rights Agreements Event Event Date S-1 Registration Statement Filing Date These Series G preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series G preferred stock is classified as permanent equity. The Company concluded that the Series G Preferred Stock represented an equity host and, therefore, the redemption feature of the Series G Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series G Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series G Preferred Stock were not considered an embedded derivative that required bifurcation. In connection with issuance of the Series G, on December 31, 2021, the Company paid the placement agent cash of $ 609,507 123,000,000 0.01 609,507 Common stock On February 23, 2021, stockholders holding at least 51 10,000,000,000 0.001 The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on March 3, 2021. This consent was sufficient to approve the 2021 Amendment under Nevada law. The Company filed a definitive information statement on Schedule 14C on March 15, 2021 and first mailed that information statement to stockholders on March 15, 2021. Shares issued in connection with conversion of convertible debt and interest During the six months ended June 30, 2020, the Company issued 417,863,999 2,844,979 218,600 8,180 Debt with Conversion and Other Options. 15,704,425 During the three months ended September 30, 2020, the Company issued 477,682,407 4,215,651 82,852 900 19,700,260 In October 2020, the Company issued 53,255,583 293,150 26,383 In October and December 2020, the Company issued 9,606,099 58,317 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On December 17, 2020, the Company issued 55,000,000 500,000 81,616 During the three months ended December 31, 2020, under ASC 470-20, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $ 866,452 During 2020, the aggregate loss on debt extinguishment upon conversions associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price amounted to $ 36,271,137 15,704,425 19,700,260 866,452 On January 11, 2021, the Company issued 15,454,545 170,000 During the three months ended June 30, 2021, the Company and each Q1/Q2 2020 Note investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the three months ended June 30, 2021, the Company reversed the accrued Mandatory Penalty amount due of $ 664,400 664,400 28,358,841 277,916 During the three months ended June 30, 2021, the Company issued 15,923,322 95,540 Debt with Conversion and Other Options. 143,872 Shares issued in connection with conversion of Series E preferred shares During the three months ended June 30, 2021, the Company issued 571,296,287 340,346 During the three months ended September 30, 2021, the Company issued 25,725,519 17,135 During the three months ended December 31, 2021, the Company issued 60,758,228 39,410 Shares issued upon exercise of warrants During the six months ended June 30, 2020, the Company issued 70,203,889 73,635,000 During the three months ended September 30, 2020, the Company issued 85,710,419 83,662,448 237,664 During the three months ended June 30, 2021, the Company issued 52,482,141 98,557,429 In May and June 2021, the Company issued 68,571,429 685,714 68,571,429 0.01 During the three months ended September 30, 2021, the Company issued 325,539,430 3,254,955 325,539,430 0.01 During the three months ended December 31, 2021, the Company issued 28,571,429 285,714 28,571,429 0.01 Common shares issued settlement On July 20, 2020, in connection with the parties’ recent settlement, the Company issued 10,281,018 502,742 0.049 502,742 On December 17, 2020, the Company issued 18,685,477 2.50 0.40 545,616 0.029 545,616 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Common shares issued conversion of Series B preferred shares On July 24, 2020, the Company issued 1,000,000 1,000,000 Common shares issued conversion of Series D preferred shares During the three months ended September 30, 2020, the Company issued 398,350,000 398,350 The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD During the three months ended December 31, 2020, the Company issued 124,376,000 124,376 The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD Warrants Warrants issued in connection with convertible debt During the year ended December 31, 2020, the Company issued Q1/Q2 2020 Warrants to purchase up to 827,200 five years 827,200 0.40 374,000 262,872 453,200 456,858 456,858 Warrants issued in connection with Series E preferred shares In connection with the sale of Series E preferred shares, in 2020, the Company issued warrants to purchase 100,559,929 0.01 15,314,285 0.01 In connection with certain down-round provisions on the Series E warrants issued in October 2020, in January 2021, the Company increased the number of warrants by 71,965,500 In connection with the sale of Series E preferred shares, during the year ended December 31, 2021, the Company issued warrants to purchase 457,714,289 0.01 91,542,858 0.01 During the three months ended June 30, 2021, the Company issued 52,482,141 98,557,429 In May and June 2021, the Company issued 68,571,429 685,714 68,571,429 0.01 During the three months ended September 30, 2021, the Company issued 325,539,430 3,254,955 325,539,430 0.01 During the three months ended December 31, 2021, the Company issued 28,571,429 285,714 28,571,429 0.01 During the year ended December 31, 2021, the Company entered into Securities Purchase Agreements with certain of the holders of its existing Series E preferred warrants (“Exercising Warrants Holders”). Pursuant to the Securities Purchase Agreements, the Exercising Warrants Holders and the Company agreed that the Exercising Warrants Holders would cash exercise their existing warrants, into shares of common stock underlying such existing warrants Shares. In order to induce the Exercising Warrant Holders to cash exercise their existing Warrants, the Securities Purchase Agreements provided for the issuance of new warrants (“New Warrants”) with such New Warrants to be issued in an amount equal to 50% of the number of shares acquired by the Existing Warrant Holder through the exercise of existing warrants for cash. The New Warrants are exercisable upon issuance and terminate five years following the initial exercise date. The New Warrants have an exercise price per share of $ 0.01 422,682,288 411,253,716 4,112,537 205,626,862 4,431,853 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Warrants issued in connection with Series G preferred shares In connection with the sale of Series G preferred shares, on December 31, 2021, the Company issued warrants to purchase 615,000,000 0.01 123,000,000 0.01 Warrant price protection On August 30, 2019, pursuant to the terms of the August 2019 Purchase Agreements with accredited investors, the Company issued August 2019 Warrants to purchase up to 987,940 987,940 3.50 2.50 395,176 1,383,116 2.50 0.40 0.40 8,644,474 0.40 17,836,244 0.006 In August 2019, in connection with the sale of common stock, the Company issued 585,000 2.50 0.006 In October 2019, pursuant to the terms of the October 3 Purchase Agreement with an accredited investor, the Company issued the October 3 Warrant to purchase up to 66,401 66,401 3.51 2.50 2.50 66,667 0.40 0.40 416,669 0.40 859,768 0.006 Subsequent to January 30, 2020, the Company issued shares of its common stock upon conversion of debt at price lower than $ 0.40 0.006 9,061,143 604,076,186 Other As discussed in Note 7 above, the Company issued debt that consists of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, default provisions and payment of amortization Payments in stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable exceed the Company’s authorized share limit, effective January 30, 2020, the equity environment was tainted and all convertible debentures and warrants were included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants were recorded as derivative liabilities on the issuance date. On January 30, 2020, the Company evaluated all outstanding warrants to determine whether these instruments are tainted and, due to reasons discussed above, all warrants outstanding were considered tainted. Accordingly, the Company recorded a reclassification from paid-in capital to derivative liabilities of $ 11,381,885 81,384 During the period from June 1, 2020 to June 29, 2020, the Company issued 70,203,889 73,635,000 85,710,419 83,662,448 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On June 16, 2020, the Company issued an aggregate of 28,100,000 five 28,100,000 0.06 1,963,291 0 5 298.8 0.33 1,963,291 On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements (see Note 7) with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D (See above). Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $ 500,184 85,828 423,159,293 522,726 239,678 Warrant activities for the years ended December 31, 2021 and 2020 are summarized as follows: SUMMAR |
ASSIGNMENT FOR THE BENEFIT OF C
ASSIGNMENT FOR THE BENEFIT OF CREDITORS | 12 Months Ended |
Dec. 31, 2021 | |
Assignment For Benefit Of Creditors | |
ASSIGNMENT FOR THE BENEFIT OF CREDITORS | NOTE 10 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. The Company’s results of operations for the three and nine months ended September 30, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. In 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 As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets and consisted of the following: SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSET AND LIABILITIES OF CREDITORS December 31, 2020 Assets: Current assets: Accounts receivable, net $ 372,922 Prepaid expenses and other 367,459 Total current assets subject to assignment for benefit of creditors 740,381 Other Assets: Security deposit 94,000 Property and equipment, net 126,137 Right of use assets, net 1,445,274 Total other assets subject to assignment for benefit of creditors 1,665,411 Total assets subject to assignment for benefit of creditors $ 2,405,792 Liabilities: Current liabilities: Notes payable (a) $ 3,834,337 Accounts payable 638,682 Accrued expenses 170,500 Insurance payable 1,959,099 Contingency liabilities 3,311,272 Lease liabilities, current portion 380,843 Due to related parties 124,000 Accrued compensation and related benefits 919,726 Total current liabilities subject to assignment for benefit of creditors 11,338,459 Long-term liabilities: Notes payable, net of current portion (a) 147,379 Lease liabilities, net of current portion 1,102,617 Total long-term liabilities subject to assignment for benefit of creditors 1,249,996 Total liabilities subject to assignment for benefit of creditors $ 12,588,455 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 (a) Notes payable subject to assignment for benefit of creditors On December 31, 2020, notes payable subject to assignment for benefit of creditors consisted of the following: SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFITS OF CREDITORS December 31, 2020 Principal amounts $ 3,981,716 Less: current portion of notes payable (3,834,337 ) Notes payable subject to assignment for benefit of creditors – long-term $ 147,379 From November 22, 2019 to December 31, 2019, the Company entered into several secured merchant loans in the aggregate amount of $ 2,283,540 1,355,986 927,554 464,344 1,274,150 670,700 150,000 453,450 1,954,930 ● In connection with a settlement agreement dated March 4, 2020, the Company paid off a merchant loan with a principal balance of $ 936,410 600,000 ● In connection with a settlement agreement dated March 9, 2020, the Company agreed to pay $ 233,434 364,740 March 11, 2020 233,434 ● In connection with a settlement agreement dated March 9, 2020, the Company agreed to pay $ 275,000 272,700 95,874 40,300 March 12, 2020 275,000 275,000 In connection with these settlement agreements, in 2020, the Company recorded a loss on debt extinguishment of $ 76,777 67,548 614,809 596,390 9,190 On December 31, 2021 and 2020, there were no secured merchant loans due and outstanding. On December 31, 2020, notes payable related to a promissory note amounted to $ 80,490 80,490 In connection with the acquisition of Prime EFS, the Company assumed several notes payable liabilities due to entities or individuals. These notes have effective interest rates ranging from 7 10 40,000 40,000 During the year ended December 31, 2019, the Company entered into separate promissory notes with several individuals totaling $ 2,517,150 40,000 2,238,900 238,250 These notes were due between 45 and 273 days from the respective note issuance date 1,118,400 439,623 439,623 five year 2.50 978,750 120,307 2.50 2.50 443,000 423,000 20,000 320,500 195,000 150,000 82,274 200,000 7,500 15,000 185,000 185,000 220,000 220,000 In connection with the acquisition of Prime EFS, the Company assumed several equipment notes payable liabilities due to entities. On and December 31, 2020, Prime EFS equipment notes payable to these entities amounted to $ 43,364 36,233 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 During the years ended December 31, 2019 and 2018, the Company entered into auto financing agreements in the amount of $ 44,905 162,868 151,710 85,175 On April 2, 2020, the Company’s subsidiary, Shypdirect, entered into a Paycheck Protection Program promissory note (the “ Shypdirect PPP Loan 504,940 SBA Paycheck Protection Program CARES Act two April 28, 2022 1.00 504,940 504,940 On April 15, 2020, the Company’s subsidiary, Prime EFS, entered into a Paycheck Protection promissory note (the “ Prime EFS PPP Loan PPP Loans 2,941,212 two April 16, 2022 1.00 2,941,212 2,941,212 Neither Prime EFS nor Shypdirect provided any collateral or guarantees for these PPP Loans, nor did they pay any facility charge to obtain the PPP Loans. These promissory notes provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. Prime EFS and Shypdirect may prepay the principal of the PPP Loans at any time without incurring any prepayment charges. These PPP Loans may be forgiven partially or fully if the loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the twenty-four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs 2,691,884 |
DEBT EXTINGUISHMENT
DEBT EXTINGUISHMENT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Extinguishment | |
DEBT EXTINGUISHMENT | NOTE 11 – DEBT EXTINGUISHMENT Gain on debt extinguishment In connections with the conversion of debt and other debt settlements discussed elsewhere, on the settlement dates, conversion date or repayment dates, for the year ended December 31, 2021, the Company recorded an aggregate gain on debt extinguishment of $ 1,564,941 SCHEDULE OF GAIN ON DEBT EXTINGUISHMENT Total gain (loss) Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 9) $ (143,872 ) Gain from settlement of debt 1,648,960 Gain from settlement of accounts payable 59,853 Gain on debt extinguishment, net $ 1,564,941 In connections with the conversion of debt and other debt settlements discussed elsewhere, on the Modification Dates, conversion date or repayment dates, for the year ended December 31, 2020, the Company recorded an aggregate gain on debt extinguishment of $ 7,847,073 Total gain (loss) Gain from reversal of derivative liabilities on conversion date or repayment date (note 7) $ 45,731,614 Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 9) (36,271,137 ) Fair value of shares related to settlement of debt and warrants (note 9) (1,252,772 ) Loss from conversion of debt and warrants to Series D preferred stock (note 7 and 9) (239,678 ) Loss from settlement of debt (note 9) (259,587 ) Gain from settlement of accounts payable 138,633 Gain on debt extinguishment, net $ 7,847,073 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than discussed below, we are not currently a party to any other legal proceeding that we believe would have a material adverse effect on our business, financial condition, or operating results. Disputes Between ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was a party to an arbitration with two companies, ELRAC LLC (“ELRAC”), and Enterprise Leasing Company of Philadelphia, LLC (“ELC”). As previously disclosed, since the Company deconsolidated Prime EFS effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, as of December 31, 2021, the Company’s consolidated balance sheet no longer included an accrual for this matter. Solely to avoid the expense and distraction of the matter, on February 15, 2022, the Company and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, agreed in principle to settle the above matter for a single payment, by TLSI, to ERLAC and ELC, in an immaterial amount. Pursuant to the settlement, on March 31, 2022, the Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand. In connection with this settlement, the Company shall pay $ 30,000 Bellridge Capital, L.P. v. TLSI and Mercadante By letter dated April 28, 2020, a prior investor in the Company, Bellridge Capital, L.P. (“Bellridge”), claimed that the Company was in breach of its obligations under an August 29, 2019 letter agreement to issue a confession of judgment and to pay Bellridge $ 150,000 inter alia, 1,978,557.76 TLSI contends that in an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other provisions, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020 under any and all convertible and nonconvertible indebtedness ($ 2,150,000 April 30, 2021 0.02 On September 11, 2020, Bellridge nevertheless filed a civil action against TLSI, John Mercadante and Douglas Cerny in the U.S. District Court for the Southern District of New York, captioned Bellridge Capital, L.P. v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny 300,000 330,000 March 15, 2019 10% 50,000 After discontinuing the foregoing federal action voluntarily and without prejudice, on April 23, 2021, Bellridge filed a civil action in New York Supreme Court, New York County, against TLSI and Mercadante. This mater, the “Bellridge State Court Action,” was assigned civil action number 652728/2021. The original complaint in the Bellridge State Court Action asserted 11 causes of action: (1) against TLSI, allegedly for breach of a convertible promissory note issued June 18, 2018 (the “June 2018 Note”), seeking $ 539,114.06 343,000 196,699 3,337,500 447,500 th 447,500 31,500 57,960 It is uncontested (a) that the purchase price under the June 2018 Note was $ 1,665,000 2,497,503 33.33 10 ab initio TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 It is also uncontested (a) that the purchase price under the December 2018 Note was $ 300,000 330,000 10 10 90 30 90 TLSI also alleges that, in the Exchange Agreement, Bellridge was able to dictate terms and extract concessions from TLSI that were commercially unreasonable and unconscionable. TLSI alleges that Bellridge was able to do so solely because of Bellridge’s violations of N.Y. Penal Law § 190.40 in July 2018. As such, TLSI believes the Exchange Agreement is null and void under N.Y. Penal Law § 190.40 and cannot be enforced in this action. TLSI further alleges (a) that Bellridge has no damages under the two promissory notes because, giving effect to its conversions and cash payments by TLSI, Bellridge had no out-of-pocket losses and made upward of $ 500,000 1.92 32,500 700,000 1,160,000 inter alia 492,500 inter alia On June 4, 2021, TLSI and Mercadante moved to dismiss this action for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On October 20, 2021, the Court decided the MTD, dismissing all claims in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company filed its Answer in this case. On November 18, 2021, Bellridge filed an Amended Complaint purporting to revive its claims for fraud and negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the Defendants filed a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In February 2022, all proceedings in this action were stayed 60 days to facilitate a mediation. The Defendants believe they have good defenses to all claims alleged in the matter, including without limitation the defense of usury as outlined above. Based on the early stage of this matter, however, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. If the mediation is unsuccessful, the Company intends to defend this case vigorously. SCS, LLC v. TLSI On May 26, 2020, a civil action was filed against the Company in the Supreme Court of the State of New York, New York County, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The plaintiff in this action, SCS, LLC (“SCS”), alleged 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 quantum meruit On July 22, 2020, the Company filed its answer, defenses and counterclaims in this action. Among other allegations, the Company averred that SCS’s claims were barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also averred that SCS’s alleged damages must be reduced by the compensation and other benefits received by Lawrence Sands, founder of SCS, as a W-2 employee of the Company. The Company also averred that the New York Supreme Court lacked subject matter jurisdiction of the action because SCS conceded it is a Florida LLC based in Florida and that the Company is a Nevada corporation based in Florida. On July 31, 2020, SCS moved for summary judgment in this action. On August 18, 2020, the Company moved to dismiss this action for lack of subject matter jurisdiction. In its motion, among other arguments, the Company asserted that the New York court lacks subject matter jurisdiction because neither party was formed under New York law; neither party maintains an office in the State of New York; the consulting agreement between the parties dated September 5, 2019 was not performed in the State of New York; and the parties anticipated, at the time of contracting, that the bulk of SCS’s consulting services thereunder would be rendered in Florida, not New York. On November 4, 2020, the Supreme Court, New York County, heard argument on the Company’s motion to dismiss, granted the motion, and denied SCS’s motion for summary judgment as moot (the “Decision”). SCS did not seek reconsideration and/or appeal from the Decision within the prescribed time periods. However, on or about January 14, 2021, SCS refiled this action in the state court in Florida, seeking the same $ 42,000 On February 9, 2021, the Company filed its answer, defenses and counterclaims to the Florida action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and breaches of its duties under the consulting agreement. SCS filed a motion to strike TLSI’s defenses and counterclaims, and TLSI opposed that application. Those motions remain sub judice. The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously. Trial has been tentatively set for some time in 2022. Based on the early stage of this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Shareholder Derivative Action On June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15 th SCS, LLC, derivatively on behalf of Transportation and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics Systems, Inc The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the immediately prior chairman and chief executive officer of the Company, Mercadante, the former chief development officer of the Company, Cerny, and, since February 2020, the Company’s then restructuring consultant who is now chairman and chief executive officer of the Company, Giordano, breached fiduciary duties owed to the Company. Prior to becoming CEO, Giordano rendered his services to the Company through the final named defendant in the action, Ascentaur LLC. Briefly, the complaint alleges that Mercadante breached duties to the Company by, among other things, requesting, in mid-2019, that certain preferred equity holders, including SCS, convert their preferred shares into Company Common Stock in order to facilitate an equity offering by the Company and then not consummating that offering. The complaint also alleges that Mercadante and Cerny caused the Company to engage in purportedly wasteful and unnecessary transactions such as taking merchant cash advances (MCA) on disadvantageous terms. The complaint further alleges that Mercadante and Cerny “issued themselves over two million shares of common stock without consideration.” The complaint seeks unspecified compensatory and punitive damages on behalf of the Company for breach of fiduciary duty, negligent breach of fiduciary duty, constructive fraud, and civil conspiracy and the appointment of a receiver or custodian for the Company. Company management tendered the complaint to the Company’s directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $ 250,000 On August 5, 2020, all defendants moved to dismiss the complaint for failure to state a claim upon which relief can be granted. Among other things, movants assert that, through this lawsuit, SCS is improperly attempting to second-guess business decisions made 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). Movants also assert that the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. Movants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. Movants further assert that, even if SCS could rebut the presumption that the business judgment rule applies to all such transactions, SCS has failed to allege facts demonstrating that intentional misconduct, fraud, or a knowing violation of the law occurred, a requirement under Nevada law in order for director or officer liability to arise. Movants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. Movants also contend that in the absence of an adequately-alleged independent cause of action, let alone an unlawful agreement between the defendants entered into for the purpose of harming the Company, SCS’s claim for civil conspiracy must also be dismissed. Finally, movants contend that SCS’s extraordinary request that a receiver or custodian be appointed to manage and supervise the Company’s activities and affairs throughout the duration of this unfounded action is without merit inter alia SCS has a right to file court papers opposing the above motion and thereafter the defendants intend to file reply papers in further support of the motion (the “MTD”). To date, the court has not entered an order scheduling these filings or a hearing on the MTD. While they hope to prevail on the motion, win or lose, Company management and Ascentaur LLC advise that they intend to mount a vigorous defense to this action, as they believe the action to be entirely bereft of merit. It is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. Frank Mazzola v. TLSI, 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. On September 1, 2020, Mr. Mazzola served the defendants with a Complaint and Jury Demand that Mr. Mazzola filed in the Superior Court of New Jersey, Law Division, Bergen County, docket number BER-L-004967-20. The Complaint alleged the same claims as those set forth in the Complaint that Mr. Mazzola had filed in the now withdrawn New York federal lawsuit. On September 28, 2020, the defendants removed the New Jersey state court lawsuit to the United States District Court for the District of New Jersey, which has been assigned civil action number 2:20-cv-13387-BRM-ESK. On October 5, 2020, all defendants filed a motion to dismiss each and every claim asserted against them in the New Jersey federal action. On December 7, 2020, Mr. Mazzola filed an amended complaint in this action (the “AC”) alleging three (3) claims for relief: one for Breach of Contract against Prime EFS; one for “Piercing the Corporate Veil” against the Company; and one for “Fraudulent Inducement” against Messrs. Mercadante and Cerny. The damages sought by each claim were identical: “approximately $ 2,000,000 1,040,000 759,038.41 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 On November 2, 2021, without any payment of money by any party to any other party, all claims and counterclaims in this action were dismissed with prejudice (meaning permanently) and all parties exchanged general releases. Rosemary Mazzola v. 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 94,000 94,000 On November 23, 2020, counsel for Ms. Mazzola filed an Amended Complaint in this action, dropping Mr. Cerny and adding Prime EFS, LLC as a party. The new pleading demanded $ 209,000 94,000 On November 2, 2021, without any payment of money by any party to any other party, all claims and counterclaims in this action were dismissed with prejudice (meaning permanently) and all parties exchanged general releases. 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 789,000 inter alia On November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against the insurance company in an effort to obtain defense and indemnity for this action. On May 21, 2021, Prime EFS and Shypdirect also filed 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 – TLSI, ShypCX, Inc., ShypFX, Inc. and Cougar Express, Inc. On September 16, 2021, each of these entities filed papers in opposition to this motion. On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint herein, thus adding TLSI, ShypCX, Inc., ShypFX, Inc. and Cougar Express, Inc. as Defendants. 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 August 5, 2022. All Defendants in this action intend to vigorously defend themselves in this action and to pursue the 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 the Company’s liability, if any, in connection with this claim. Valesky v. Prime EFS, Shypdirect and TLSS Plaintiff, an ex-dispatcher for Prime EFS, brought this action in the U.S. District Court for the District of New Jersey under the Family and Medical Leave Act of 1993 and the New Jersey Law Against Discrimination seeking unspecified compensatory and punitive damages. Plaintiff alleged that she was fired while still in a neck brace. On December 22, 2020, the plaintiff filed an amended complaint in this action adding the Company and Shypdirect as defendants on joint employer and/or alter ego theories. In April 2021, the Company settled this matter with prejudice in April 2021 for a cash payment of $ 35,000 Dispute between Patrick Nicholson and Prime EFS As previously reported, by letter dated October 9, 2020, attorneys representing Patrick Nicholson alleged that Prime EFS is in default of its payment obligations under a “ 10 165,000 55,000 In the demand, the attorneys for Mr. Nicholson allege the total balance owed, including interest, is $ 332,702.84 In the demand, the attorneys for Mr. Nicholson also contend that TLSI is jointly and severally liable with Prime EFS for this balance. If, as threatened, Mr. Nicholson files suit for non-payment under either or both promissory notes, it is anticipated that the defendants would mount a vigorous defense to the action. Among other things, Prime EFS’s position is that Mr. Nicholson knew or should have known that the promissory notes dated February 13, 2019, and April 24, 2019 were invalid and unenforceable, since they were signed by Rosemary Mazzola, as owner or managing member of Prime, and it was public information that, after June 18, 2018, Ms. Mazzola was no longer an owner or managing member of Prime EFS. TLSI’s position is also that any and all amounts that may be owed to Mr. Nicholson are owed by Prime EFS and not TLSI. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 Since Mr. Nicholson has not, to our knowledge, filed a lawsuit on his now 17-18 month old claim, against either Prime EFS or TLSI, we cannot evaluate the likelihood of an adverse outcome in such litigation or reasonably estimate the Company’s liability, if any, if such a lawsuit were filed. Holdover Proceeding On February 16, 2022, the landlord for the leased premises from which Cougar Express conducts its Valley Stream New York business, Airport Park LLC (“ Airport In the case, Airport seeks to evict the tenants forthwith and to collect $ 51,079.78 51,079.78 In March 2022, Cougar Express and Airport began discussions in hopes of settling this matter. To facilitate those discussions, on or about March 9, 2022, Cougar paid rent to Airport at a rate of $ 33,275 33,275 While Cougar Express intends, among various options, to continue to discuss with Airport a possible lease extension for the Valley Stream premises, there can be no assurance that those discussions will, in fact, result in a lease extension on terms Cougar Express finds acceptable. In the event Cougar Express does not sign a lease extension with Airport, it is likely that Airport will continue to press its lawsuit for holdover rent of $51,079.78 per month for each month of occupancy until Cougar Express exits the premises, plus statutory interest, costs and attorneys’ fees, while giving Cougar a credit for any and all rent paid in CY 2022. Other than discussed above, as of December 31, 2021, and as of the date of this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on results of our operations. Consulting Agreement Prior to January 4, 2022, the Company retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Under the Consulting Agreement, prior to January 4, 2022, Sebastian Giordano, the CEO and principal of Ascentaur, provided management services to the Company in the role of chief executive under direction of the Board. Prior to the termination of this agreement, Ascentaur received a base consulting fee of $ 300,000 annually, payable in installments of $ 12,500 twice a month and during 2021, received eligible bonuses of $ 184,621 25,000,000 shares of common stock of the Company at an exercise price of $ 0.06 per share. In addition, during 2021, Mr. Giordano received reimbursement of $ 25,812 Leases See Note 14. On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $ 2,871,272 164,565 2,871,272 3,035,837 On December 31, 2020, contingency liability related to the Ryder termination amounted to $ 2,871,272 2,871,272 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 13– RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties In connection with the acquisition of Prime EFS, the Company acquired a balance of $ 14,019 489,174 489,174 216,155 130,000 35,000 94,000 94,000 During the year ended December 31, 2019, a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $ 88,000 75,000 163,000 57,200 0 During the year ended December 31, 2019, an entity which is controlled by a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $ 25,000 27,500 0 On December 22, 2020, the Company’s former chief executive officer advanced the Company $ 30,000 30,000 Notes payable – related 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 was due and payable. Commencing on January 3, 2020 and continuing on the third day of each month thereafter through January 3, 2021, equal payments of principal and interest should have been made. The principal amount of this note and all accrued, but unpaid interest under this note was due and payable on the earlier to occur of (i) January 3, 2021 (the “ CEO Note Maturity Date 18 % per annum. On December 31, 2020, interest payable to related parties amounted to $ 173,692 and is included in due to related parties on the accompanying consolidated balance sheets, respectively. On March 17, 2021, the Company and the noteholder entered into a forbearance agreement whereby the Holder agreed to forbear from prosecuting any enforcement efforts in respect of the Note and extended the payment of the note until December 31, 2021. On October 31, 2021, the Company and this related party note holder entered into a confidential settlement agreement and mutual release. The Parties have agreed to adjust, settle and compromise the principal balance of the Note of $ 500,000 and unpaid accrued interest thereon of $ 240,822 , for a discounted amount of $ 600,000 , in full settlement of any and all amounts outstanding. The settlement amount was paid in November 2021. In connection with this settlement agreement, the Company recorded a gain on debt extinguishment - related party of $ 148,651 . On December 31, 2021 and 2020, notes payable – related party amounted to $ 0 and $ 500,000 , respectively. During the year ended December 31, 2021 and 2020, interest expense associated with advances from related parties and related party notes payable amounted to $ 74,959 174,947 |
OPERATING LEASE RIGHT-OF-USE (_
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities | |
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES | NOTE 14 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES In December 2018, the Company entered into a lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through December 2023 14,000 th 14,420 28,000 In July 2019, the Company entered into a 4.5 February 2024 10,000 th 10,500 20,000 In July 2019, the Company entered into a five August 2024 18,000 increase by 3% each lease year 18,000 Due to a reduction in the Company’s revenues and the loss of its Amazon revenues, during the second and third quarter of 2021, the Company abandoned the above properties. Accordingly, during the year ended December 31, 2021, the Company wrote the remaining balance of these right of use assets and recorded a loss on lease abandonment of $ 1,223,628 1,483,460 1,445,274 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. During the year ended December 31, 2021 and 2020, in connection with these operating leases, other miscellaneous rental payments and common area maintenance costs, the Company recorded rent expense of $ 599,820 651,806 Cougar Express’s lease of the Valley Stream, New York facility from which it conducts business expired on December 31, 2021 200% During the years ended December 31, 2021 and 2020, the Company recognized sublease income of $ 194,823 376,750 The significant assumption used to determine the present value of the lease liability was a discount rate of 10% 12% On and December 31, 2021 and 2020, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET December 31, 2021 December 31, 2020 Office leases and truck right of use assets $ - $ - Less: accumulated amortization into rent expense or cost of sales - - Balance of ROU assets as of end of period $ - $ - On December 31, 2021 and 2020, operating lease liabilities related to the ROU assets are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET December 31, 2021 December 31, 2020 Lease liabilities related to office and truck leases right of use assets $ - $ - Less: current portion of lease liabilities - - Lease liabilities – long-term $ - $ - |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15 – CONCENTRATIONS For the year ended December 31, 2021, four customers represented 74.5% 28.5% 21.6% 12.5% 11.9% 96.7% 48.4% 22.7% 13.0% 12.7% All revenues are derived from customers in the United States. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 – INCOME TAXES The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, 2021 and 2020 consist only of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the Company’s effective tax rate for the years ended December 31, 2021 and 2020 were as follows: SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATE Year Ended December 31, 2021 Year Ended December 31, 2020 Income tax provision (benefit) at U.S. statutory rate 21.00 % (21.00 ) % Income tax provision (benefit) – State 6.50 % 3.97 ) % Permanent items (89.99 )% 19.33 % Effect of change in valuation allowance 62.49 % 5.64 % Effective income tax rate 0.00 % 0.00 % TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 The Company’s approximate net deferred tax asset as of December 31, 2021 and 2020 was as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Deferred Tax Asset: Net operating loss carryover $ 12,004,635 $ 8,095,756 Less: valuation allowance (12,004,635 ) (8,095,756 ) Net deferred tax asset $ - $ - The net operating loss carryforward was approximately $ 46,159,703 on December 31, 2021. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2021 and 2021 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the year ended December 31, 2021, the valuation allowance increased by $ 3,908,879 . Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The 2017 estimated loss carry forward of $ 120,600 The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2017 to 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Common shares issued upon conversion of Series E preferred shares On January 19, 2022, the Company issued 75,000,000 19,947 Series G preferred shares On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 70,000,000 1,000 700,000 10.00 70,000 630,000 25,000 25,000,000 1,000 250,000 10.00 25,000 225,000 0.01 19,000,000 0.01 95,000 Common shares issued in warrant exercises During the period from January 1, 2022 to March 24, 2022, the Company issued 24,571,429 245,714 24,571,429 0.01 Employment agreements On January 3, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $ 400,000 122,126,433 On January, 3, 2022, the Company retained the services of Mr. James Giordano (no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., a LTL/line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James Giordano’s employment with the Company is at will. He will receive annual compensation of $ 250,000 Shares issued for compensation On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 1,343,391 0.011 30,531,608 30,531,608 1,343,391 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 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. 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. On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 250,000 0.011 250,000 250,000 Legal matters See Note 12. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all of the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for the years ended December 31, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets (See Note 10). The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021). All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS. |
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Historically, the Company has primarily funded its operations with proceeds from sales of convertible debt and convertible preferred stock. Since its inception, the Company has incurred recurring losses, including a loss from operations of $ 6,445,024 8,215,551 During the year ended December 31, 2021, the Company issued an aggregate of 343,118 3,590,500 615,000 5,479,560 4,226,383 Notwithstanding the foregoing, subsequent to December 31, 2021, the Company received additional net proceeds of $ 855,000 245,714 |
Risks and uncertainties | Risks and 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 some effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company continues to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, product demand in other categories, and increased fulfilment costs and cost of sales as a percentage of net sales and it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on the Company’s results of operations during 2022, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company. |
Fair value of financial instruments | Fair value of financial instruments The Financial Accounting Standards Board (“ FASB , The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2021 and 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS On December 31, 2021 On December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ — — — $ 4,181,187 A roll-forward of the level 3 valuation financial instruments is as follows: SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS For the For the Balance at beginning of period $ 4,181,187 $ 2,135,939 Initial valuation of derivative liabilities included in debt discount - 1,702,474 Initial valuation of derivative liabilities included in derivative expense - 14,892,068 Gain on extinguishment of debt related to repayment/conversion of debt (896,881 ) (45,731,614 ) Reclassification of warrants from equity to derivative liabilities - 11,381,885 Change in fair value included in derivative (gain) expense (3,284,306 ) 19,800,435 Balance at end of period $ - $ 4,181,187 The Company accounts for its derivative financial instruments, consisting of certain conversion options embedded in our convertible instruments and warrants, at fair value using level 3 inputs. The Company determined the fair value of these derivative liabilities using the binomial lattice models, or other accepted valuation practices. When determining the fair value of its financial assets and liabilities using these methods, the Company is required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of its stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. ASC 825-10 “ Financial Instruments TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, insurance payable, other payables, and contingency liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s convertible notes payable and promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. |
Cash and cash equivalents | Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On December 31, 2021 and 2020, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2021, cash in bank in excess of FDIC insured levels amounted to approximately $ 5,899,000 |
Accounts receivable | Accounts receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. |
Property and equipment | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of five six years |
Intangible assets | Intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. |
Leases | Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Deconsolidation of subsidiaries | Deconsolidation of subsidiaries The Company accounts for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets. |
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the years ended December 31, 2021 and 2020, the Company believes that it operates in one |
Derivative financial instruments | Derivative financial instruments The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging Contracts in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features |
Revenue recognition and cost of revenue | Revenue recognition and cost of revenue The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net seven days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its customers, however, if the Company did, because all of the Company’s customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from deliveries of packages on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of packages that the Company makes under the service agreements. Control of the package transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment |
Basic and diluted loss per share | Basic and diluted loss per share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method) and shares issuable for convertible debt and Series B, E and G preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 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 Year Ended 2021 2020 Income (loss) per common share - basic: Net income (loss) $ 6,254,790 $ (42,781,958 ) Less: deemed dividends (2,650,217 ) (19,223,242 ) Net income (loss) attributable to common stockholders $ 3,604,573 $ (62,005,200 ) Weighted average common shares outstanding – basic 2,341,907,998 751,822,976 Net income (loss) per common share – basic $ 0.00 $ (0.08 ) Income (loss) per common share - diluted: Net income (loss) attributable to common shareholders – basic $ 3,604,573 $ (62,005,200 ) Add: Preferred Series E and G dividends 2,650,217 - Numerator for income (loss) per common share – diluted $ 6,254,790 $ (62,005,200 ) Weighted average common shares outstanding – basic 2,341,907,998 751,822,976 Add: dilutive shares related to: Warrants 701,720,958 - Series B preferred stock 700,000 - Series E preferred stock 68,841,070 - Series G preferred stock 615,000,000 - Weighted average common shares outstanding – diluted 3,728,170,026 751,822,976 Net income (loss) per common share – diluted $ 0.00 $ (0.08 ) Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, 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 December 31, 2021 December 31, 2020 Stock warrants 30,542,278 147,112,603 Stock options 80,000 80,000 Convertible debt - 164,248,498 Series B convertible preferred stock - 700,000 Series E convertible preferred stock - 170,093,023 Antidilutive securities excluded from computation of earnings per share 30,622,278 482,234,124 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations. There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our consolidated financial position, results of operations or cash flows upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2021 and 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS On December 31, 2021 On December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ — — — $ 4,181,187 |
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS | A roll-forward of the level 3 valuation financial instruments is as follows: SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS For the For the Balance at beginning of period $ 4,181,187 $ 2,135,939 Initial valuation of derivative liabilities included in debt discount - 1,702,474 Initial valuation of derivative liabilities included in derivative expense - 14,892,068 Gain on extinguishment of debt related to repayment/conversion of debt (896,881 ) (45,731,614 ) Reclassification of warrants from equity to derivative liabilities - 11,381,885 Change in fair value included in derivative (gain) expense (3,284,306 ) 19,800,435 Balance at end of period $ - $ 4,181,187 |
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | The following table presents a reconciliation of basic and diluted net income (loss) per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2021 2020 Year Ended 2021 2020 Income (loss) per common share - basic: Net income (loss) $ 6,254,790 $ (42,781,958 ) Less: deemed dividends (2,650,217 ) (19,223,242 ) Net income (loss) attributable to common stockholders $ 3,604,573 $ (62,005,200 ) Weighted average common shares outstanding – basic 2,341,907,998 751,822,976 Net income (loss) per common share – basic $ 0.00 $ (0.08 ) Income (loss) per common share - diluted: Net income (loss) attributable to common shareholders – basic $ 3,604,573 $ (62,005,200 ) Add: Preferred Series E and G dividends 2,650,217 - Numerator for income (loss) per common share – diluted $ 6,254,790 $ (62,005,200 ) Weighted average common shares outstanding – basic 2,341,907,998 751,822,976 Add: dilutive shares related to: Warrants 701,720,958 - Series B preferred stock 700,000 - Series E preferred stock 68,841,070 - Series G preferred stock 615,000,000 - Weighted average common shares outstanding – diluted 3,728,170,026 751,822,976 Net income (loss) per common share – diluted $ 0.00 $ (0.08 ) |
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING | Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, 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 December 31, 2021 December 31, 2020 Stock warrants 30,542,278 147,112,603 Stock options 80,000 80,000 Convertible debt - 164,248,498 Series B convertible preferred stock - 700,000 Series E convertible preferred stock - 170,093,023 Antidilutive securities excluded from computation of earnings per share 30,622,278 482,234,124 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED | Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the respective acquisition: SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED DDTI Cougar Express Total Assets acquired: Cash $ - $ 10,031 $ 10,031 Accounts receivable - 265,175 265,175 Other assets - 40,874 40,874 Transportation vehicles 209,585 - 209,585 Equipment 20,000 27,831 47,831 Right of use assets 44,388 - 44,388 Other receivable - 622,240 622,240 Non-compete agreement - 150,000 150,000 Customer relations 373,449 2,123,768 2,497,217 Total assets acquired at fair value 647,422 3,239,919 3,887,341 Liabilities assumed: Notes payable (103,034 ) (16,184 ) (119,218 ) PPP loan payable - (622,240 ) (622,240 ) Accounts payable - (132,155 ) (132,155 ) Accrued expenses - (40,059 ) (40,059 ) Lease liabilities (44,388 ) - (44,388 ) Total liabilities assumed (147,422 ) (810,638 ) (958,060 ) Net asset acquired $ 500,000 $ 2,429,281 $ 2,929,281 Purchase consideration paid: Cash paid $ 100,000 $ 2,033,146 $ 2,133,146 Acquisition payable - 46,135 46,135 Promissory notes 400,000 350,000 750,000 Total purchase consideration paid $ 500,000 $ 2,429,281 $ 2,929,281 |
SCHEDULE OF PRO FORMA INFORMATION | The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Cougar Express had occurred as of the beginning of the following periods: SCHEDULE OF PRO FORMA INFORMATION For the Year Ended For the Year Ended Net Revenues $ 6,191,984 $ 28,743,607 Net Income (Loss) $ 6,097,718 $ (43,057,147 ) Net Income (Loss) Attributable to Common Shareholders $ 3,447,501 $ (62,280,389 ) Net Income (Loss) per Share $ 0.00 $ (0.08 ) |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | On December 31, 2021 and 2020, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2021 December 31, 2020 Accounts receivable $ 481,734 $ Allowance for doubtful accounts - - Accounts receivable, net $ 481,734 $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | On December 31, 2021 and 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life December 31, 2021 December 31, 2020 Delivery trucks and vehicles 3 - 5 years $ 747,889 $ 544,010 Equipment 1 5 51,301 3,470 Subtotal 799,190 547,480 Less: accumulated depreciation (221,985 ) (74,810 ) Property and equipment, net $ 577,205 $ 472,670 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | On December 31, 2021 and 2020, intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful life December 31, 2021 December 31, 2020 Customer relations 3 5 $ 2,497,217 Non-compete agreement 5 150,000 - Intangible assets gross 2,647,217 - Less: accumulated amortization (469,835 ) - Intangible assets net $ 2,177,382 $ - |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending December 31: Amount 2022 $ 579,237 2023 579,237 2024 459,940 2025 454,754 2026 104,214 Total $ 2,177,382 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL | During the years ended December 31, 2021 and 2020, the fair value of the derivative liabilities, warrants and conversion option was estimated using the Binomial valuation model with the following assumptions: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL 2021 2020 Expected dividend rate - - Expected term (in years) 0.75 5.00 0.75 5.00 Volatility 169.7 367.0 154.2 372.3 Risk-free interest rate 0.04 0.87 0.09 1.62 |
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES | On December 31, 2021 and 2020, convertible promissory notes are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES December 31, 2021 December 31, 2020 Principal and default penalty amount $ $ 1,062,764 Less: unamortized debt discount - (83,548 ) Convertible notes payable, net - 979,216 Less: current portion of convertible notes payable - (979,216 ) Convertible notes payable, net – long-term $ - $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | On December 31, 2021 and 2020, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Principal amounts $ 295,596 $ 375,422 Less: current portion of notes payable (283,141 ) (85,207 ) Notes payable – long-term $ 12,455 $ 290,215 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SUMMARY OF WARRANT ACTIVITIES | Warrant activities for the years ended December 31, 2021 and 2020 are summarized as follows: SUMMARY OF WARRANT ACTIVITIES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2019 3,649,861 2.410 Granted 144,801,414 0.027 Cancellations (23,508,334 ) 0.006 Increase in warrants related to price protection 602,626,403 0.006 Cashless exercise of warrants for Series D preferred (423,159,293 ) 0.006 Cashless exercise of warrants for common stock (157,297,448 ) 0.006 Balance Outstanding December 31, 2020 147,112,603 0.052 4.83 $ 1,780,356 Granted 1,287,257,147 0.010 Inducement warrants granted 205,626,862 0.010 Increase in warrants related to price protection 71,965,500 0.010 Exercises (521,239,717 ) 0.010 Balance Outstanding December 31, 2021 1,190,722,395 $ 0.015 4.74 $ 3,831,380 Exercisable, December 31, 2021 1,190,722,395 $ 0.015 4.74 $ 3,831,380 |
SUMMARY OF STOCK OPTION ACTIVITIES | Stock option activities for the years ended December 31, 2021 and 2020 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, 2019 80,000 $ $ Granted/Cancelled - Balance Outstanding December 31, 2021 80,000 8.84 3.33 - Granted/Cancelled - - Balance Outstanding December 31, 2021 80,000 $ 8.84 2.33 $ - Exercisable, December 31, 2021 40,000 $ 8.84 2.33 $ - |
ASSIGNMENT FOR THE BENEFIT OF_2
ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Assignment For Benefit Of Creditors | |
SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES | 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 |
SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSET AND LIABILITIES OF CREDITORS | As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying consolidated balance sheets and consisted of the following: SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSET AND LIABILITIES OF CREDITORS December 31, 2020 Assets: Current assets: Accounts receivable, net $ 372,922 Prepaid expenses and other 367,459 Total current assets subject to assignment for benefit of creditors 740,381 Other Assets: Security deposit 94,000 Property and equipment, net 126,137 Right of use assets, net 1,445,274 Total other assets subject to assignment for benefit of creditors 1,665,411 Total assets subject to assignment for benefit of creditors $ 2,405,792 Liabilities: Current liabilities: Notes payable (a) $ 3,834,337 Accounts payable 638,682 Accrued expenses 170,500 Insurance payable 1,959,099 Contingency liabilities 3,311,272 Lease liabilities, current portion 380,843 Due to related parties 124,000 Accrued compensation and related benefits 919,726 Total current liabilities subject to assignment for benefit of creditors 11,338,459 Long-term liabilities: Notes payable, net of current portion (a) 147,379 Lease liabilities, net of current portion 1,102,617 Total long-term liabilities subject to assignment for benefit of creditors 1,249,996 Total liabilities subject to assignment for benefit of creditors $ 12,588,455 |
SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFITS OF CREDITORS | On December 31, 2020, notes payable subject to assignment for benefit of creditors consisted of the following: SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFITS OF CREDITORS December 31, 2020 Principal amounts $ 3,981,716 Less: current portion of notes payable (3,834,337 ) Notes payable subject to assignment for benefit of creditors – long-term $ 147,379 |
DEBT EXTINGUISHMENT (Tables)
DEBT EXTINGUISHMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Extinguishment | |
SCHEDULE OF GAIN ON DEBT EXTINGUISHMENT | SCHEDULE OF GAIN ON DEBT EXTINGUISHMENT Total gain (loss) Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 9) $ (143,872 ) Gain from settlement of debt 1,648,960 Gain from settlement of accounts payable 59,853 Gain on debt extinguishment, net $ 1,564,941 In connections with the conversion of debt and other debt settlements discussed elsewhere, on the Modification Dates, conversion date or repayment dates, for the year ended December 31, 2020, the Company recorded an aggregate gain on debt extinguishment of $ 7,847,073 Total gain (loss) Gain from reversal of derivative liabilities on conversion date or repayment date (note 7) $ 45,731,614 Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 9) (36,271,137 ) Fair value of shares related to settlement of debt and warrants (note 9) (1,252,772 ) Loss from conversion of debt and warrants to Series D preferred stock (note 7 and 9) (239,678 ) Loss from settlement of debt (note 9) (259,587 ) Gain from settlement of accounts payable 138,633 Gain on debt extinguishment, net $ 7,847,073 |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities | |
SCHEDULE OF RIGHT OF USE ASSET | On and December 31, 2021 and 2020, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET December 31, 2021 December 31, 2020 Office leases and truck right of use assets $ - $ - Less: accumulated amortization into rent expense or cost of sales - - Balance of ROU assets as of end of period $ - $ - |
SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET | On December 31, 2021 and 2020, operating lease liabilities related to the ROU assets are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET December 31, 2021 December 31, 2020 Lease liabilities related to office and truck leases right of use assets $ - $ - Less: current portion of lease liabilities - - Lease liabilities – long-term $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATE | The items accounting for the difference between income taxes at the effective statutory rate and the Company’s effective tax rate for the years ended December 31, 2021 and 2020 were as follows: SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATE Year Ended December 31, 2021 Year Ended December 31, 2020 Income tax provision (benefit) at U.S. statutory rate 21.00 % (21.00 ) % Income tax provision (benefit) – State 6.50 % 3.97 ) % Permanent items (89.99 )% 19.33 % Effect of change in valuation allowance 62.49 % 5.64 % Effective income tax rate 0.00 % 0.00 % |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS | The Company’s approximate net deferred tax asset as of December 31, 2021 and 2020 was as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Deferred Tax Asset: Net operating loss carryover $ 12,004,635 $ 8,095,756 Less: valuation allowance (12,004,635 ) (8,095,756 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 18, 2018 | |
Product Information [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 5,495,146 | $ 25,826,632 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Shypdirect's Mid-mile and Long-haul business [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 28.50% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Amazon [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 28.50% | 96.70% | |
Prime EFS, LLC [Member] | |||
Product Information [Line Items] | |||
Membership interest percentage | 100.00% |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 4,181,187 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 4,181,187 |
SCHEDULE OF RECONCILIATION OF D
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 4,181,187 | $ 2,135,939 |
Initial valuation of derivative liabilities included in debt discount | 1,702,474 | |
Initial valuation of derivative liabilities included in derivative expense | 14,892,068 | |
Gain on extinguishment of debt related to repayment/conversion of debt | (896,881) | 45,731,614 |
Gain on extinguishment of debt related to repayment/conversion of debt | 896,881 | (45,731,614) |
Reclassification of warrants from equity to derivative liabilities | 11,381,885 | |
Change in fair value included in derivative (gain) expense | (3,284,306) | 19,800,435 |
Balance at end of period | $ 4,181,187 |
SCHEDULE OF RECONCILIATION OF B
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) per common share - basic: | ||
Net income (loss) | $ 6,254,790 | $ (42,781,958) |
Less: deemed dividends | (2,650,217) | (19,223,242) |
Net income (loss) attributable to common shareholders – basic | $ 3,604,573 | $ (62,005,200) |
Weighted average common shares outstanding – basic | 2,341,907,998 | 751,822,976 |
Net income (loss) per common share – basic | $ 0 | $ (0.08) |
Income (loss) per common share - diluted: | ||
Add: Preferred Series E and G dividends | $ 2,650,217 | |
Numerator for income (loss) per common share – diluted | 6,254,790 | (62,005,200) |
Add: dilutive shares related to: | ||
Warrants | 701,720,958 | |
Series B preferred stock | 700,000 | |
Series E preferred stock | 68,841,070 | |
Series G preferred stock | $ 615,000,000 | |
Weighted average common shares outstanding – diluted | 3,728,170,026 | 751,822,976 |
Net income (loss) per common share – diluted | $ 0 | $ (0.08) |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 30,622,278 | 482,234,124 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 30,542,278 | 147,112,603 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 80,000 | 80,000 |
Convertible Debts [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 164,248,498 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 700,000 | |
Series E Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 170,093,023 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) | Jan. 02, 2022USD ($) | Jun. 30, 2021USD ($) | May 31, 2021USD ($) | Mar. 24, 2022USD ($) | Dec. 31, 2021USD ($)shares | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)Segmentshares | Dec. 31, 2020USD ($) |
Property, Plant and Equipment [Line Items] | ||||||||
Net loss from operations | $ 6,445,024 | $ 8,215,551 | ||||||
Proceeds from Warrant Exercises | 4,226,383 | |||||||
Cash in excess of FDIC limits | $ 5,899,000 | $ 5,899,000 | ||||||
Number of operating segment | Segment | 1 | |||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, estimated useful lives | 5 years | |||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, estimated useful lives | 6 years | |||||||
Subsequent Event [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from Warrant Exercises | $ 245,714 | |||||||
Series E Preferred Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Shares, Issued | shares | 343,118 | 343,118 | ||||||
Proceeds from issuance of equity | $ 3,590,500 | |||||||
Proceeds from Warrant Exercises | $ 685,714 | $ 685,714 | $ 285,714 | $ 3,254,955 | ||||
Series G Preferred Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Shares, Issued | shares | 615,000 | 615,000 | ||||||
Proceeds from issuance of equity | $ 5,479,560 | |||||||
Series G Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from issuance of equity | $ 855,000 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | Mar. 24, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Cash | $ 10,031 | |
Accounts receivable | 265,175 | |
Other assets | 40,874 | |
Transportation vehicles | 209,585 | |
Equipment | 47,831 | |
Right of use assets | 44,388 | |
Other receivable | 622,240 | |
Non-compete agreement | 150,000 | |
Customer relations | 2,497,217 | |
Total assets acquired at fair value | 3,887,341 | |
Notes payable | (119,218) | |
PPP loan payable | (622,240) | |
Accounts payable | (132,155) | |
Accrued expenses | (40,059) | |
Lease liabilities | (44,388) | |
Total liabilities assumed | (958,060) | |
Net asset acquired | 2,929,281 | |
Cash paid | 2,133,146 | |
Acquisition payable | 46,135 | |
Promissory notes | 750,000 | |
Total purchase consideration paid | 2,929,281 | |
Double D Trucking, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Cash | ||
Accounts receivable | ||
Other assets | ||
Transportation vehicles | 209,585 | |
Equipment | 20,000 | |
Right of use assets | 44,388 | |
Other receivable | ||
Non-compete agreement | ||
Customer relations | 373,449 | |
Total assets acquired at fair value | 647,422 | |
Notes payable | (103,034) | |
PPP loan payable | ||
Accounts payable | ||
Accrued expenses | ||
Lease liabilities | (44,388) | |
Total liabilities assumed | (147,422) | |
Net asset acquired | 500,000 | |
Cash paid | 100,000 | |
Acquisition payable | ||
Promissory notes | 400,000 | |
Total purchase consideration paid | 500,000 | |
Cougar Express, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 10,031 | |
Accounts receivable | 265,175 | |
Other assets | 40,874 | |
Transportation vehicles | ||
Equipment | 27,831 | |
Right of use assets | ||
Other receivable | 622,240 | |
Non-compete agreement | 150,000 | |
Customer relations | 2,123,768 | |
Total assets acquired at fair value | 3,239,919 | |
Notes payable | (16,184) | |
PPP loan payable | (622,240) | |
Accounts payable | (132,155) | |
Accrued expenses | (40,059) | |
Lease liabilities | ||
Total liabilities assumed | (810,638) | |
Net asset acquired | 2,429,281 | |
Cash paid | 2,033,146 | |
Acquisition payable | 46,135 | |
Promissory notes | 350,000 | |
Total purchase consideration paid | $ 2,000,000 | $ 2,429,281 |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION (Details) - Cougar Express [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net Revenues | $ 6,191,984 | $ 28,743,607 |
Net Income (Loss) | 6,097,718 | (43,057,147) |
Net Income (Loss) Attributable to Common Shareholders | $ 3,447,501 | $ (62,280,389) |
Net Income (Loss) per Share | $ 0 | $ (0.08) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Mar. 24, 2021 | Jan. 15, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Purchase price | $ 2,929,281 | |||||
Debt principal balance | $ 1,062,764 | $ 500,000 | ||||
Legal fees related to acquisitions | 8,200 | $ 0 | ||||
Double D Trucking, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | 500,000 | |||||
Double D Trucking, Inc. [Member] | Asset Purchase Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 100,000 | |||||
Double D Trucking, Inc. [Member] | Asset Purchase Agreement [Member] | Promissory Notes [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Debt principal balance | $ 400,000 | |||||
Cougar Express, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 2,000,000 | $ 2,429,281 | ||||
Debt principal balance | $ 350,000 | |||||
Increase in customer relations asset acquired and accrued expenses | $ 7,057 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 481,734 | |
Allowance for doubtful accounts | ||
Accounts receivable, net | $ 481,734 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 799,190 | $ 547,480 |
Less: accumulated depreciation | (221,985) | (74,810) |
Property and equipment, net | $ 577,205 | 472,670 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 6 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 747,889 | 544,010 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 51,301 | $ 3,470 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 1 year | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Cost of vehicles sold | $ 116,310 | |
Accumulated depreciation of vehicles | 38,992 | |
Proceeds from sale of vehicles | 3,451 | |
Reduction in notes payable on sale of vehicles | 73,864 | |
Loss on sale of vehicles | 3 | |
Depreciation expense | $ 215,809 | $ 102,109 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 2,647,217 | |
Less: accumulated amortization | (469,835) | |
Intangible assets net | 2,177,382 | |
Customer Relations [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 2,497,217 | |
Customer Relations [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 3 years | |
Customer Relations [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Intangible assets gross | $ 150,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 579,237 | |
2023 | 579,237 | |
2024 | 459,940 | |
2025 | 454,754 | |
2026 | 104,214 | |
Intangible assets net | $ 2,177,382 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 469,835 | $ 0 |
SCHEDULE OF FAIR VALUE OF DERIV
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities measurement, percentage | ||
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities term (in years) | 9 months | 9 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities term (in years) | 5 years | 5 years |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities measurement, percentage | 169.7 | 154.2 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities measurement, percentage | 367 | 372.3 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities measurement, percentage | 0.04 | 0.09 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Fair value derivative liabilities measurement, percentage | 0.87 | 1.62 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Jan. 30, 2020 |
Debt Disclosure [Abstract] | ||||
Principal and default penalty amount | $ 500,000 | $ 1,062,764 | ||
Less: unamortized debt discount | (83,548) | $ (1,287,473) | ||
Convertible notes payable, net | 979,216 | |||
Less: current portion of convertible notes payable | (979,216) | |||
Convertible notes payable, net – long-term |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | Dec. 17, 2020 | Oct. 07, 2020 | Aug. 28, 2020 | Jul. 22, 2020 | Jul. 20, 2020 | Apr. 20, 2020 | Jan. 30, 2020 | Jan. 07, 2020 | Nov. 17, 2019 | Nov. 07, 2019 | Oct. 14, 2019 | Oct. 03, 2019 | Apr. 09, 2019 | Aug. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Aug. 13, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 06, 2019 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,000 | $ 1,062,764 | $ 1,062,764 | ||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 1,912,382 | ||||||||||||||||||||||||||||||||
Debt instrument remaining debt | 543,456 | 8,842,996 | |||||||||||||||||||||||||||||||
Put premium to paid in capital | 124,604,718 | 104,872,991 | 124,604,718 | 104,872,991 | |||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 502,742 | 1,564,941 | 7,847,073 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||||||||||||
Repayment of notes payable | 991,468 | 3,002,127 | |||||||||||||||||||||||||||||||
Net proceeds | 4,479,662 | ||||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,287,473 | 83,548 | 83,548 | ||||||||||||||||||||||||||||||
Convertible notes payable | 979,216 | 979,216 | |||||||||||||||||||||||||||||||
Convertible notes payable | 979,216 | 979,216 | |||||||||||||||||||||||||||||||
Repayments of convertible debt | 257,139 | ||||||||||||||||||||||||||||||||
Fair value of derivative liabilities | 11,381,885 | ||||||||||||||||||||||||||||||||
Gain on derivative liability | (3,284,306) | 34,692,503 | |||||||||||||||||||||||||||||||
Convertible promissory notes default amount | $ 351,000 | 351,000 | |||||||||||||||||||||||||||||||
Default penalty amount due | $ 711,764 | ||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 600,000 | $ 83,548 | $ 4,928,010 | ||||||||||||||||||||||||||||||
weighted average interest rate | 18.00% | 18.00% | |||||||||||||||||||||||||||||||
August 2019 Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 723,985 | ||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 9,606,099 | 293,677,788 | |||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 30.00% | ||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% | ||||||||||||||||||||||||||||||||
Repayment of notes payable | $ 257,139 | ||||||||||||||||||||||||||||||||
Settlement of debt | 128,674 | ||||||||||||||||||||||||||||||||
Payments of principal and interest | $ 284,249 | 2,118,311 | |||||||||||||||||||||||||||||||
Accrued interest | $ 58,317 | 8,450 | 48,685 | $ 8,450 | $ 58,317 | ||||||||||||||||||||||||||||
Debt interest monthly payments | $ 900 | 1,000 | |||||||||||||||||||||||||||||||
Interest expenses | $ 84,416 | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 39,885,602 | ||||||||||||||||||||||||||||||||
August 30, 2019 Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 0 | 22,064 | $ 0 | 22,064 | |||||||||||||||||||||||||||||
Payments of principal and interest | 0 | 22,064 | |||||||||||||||||||||||||||||||
Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 166,667 | ||||||||||||||||||||||||||||||||
Warrants Purchase | 66,401 | ||||||||||||||||||||||||||||||||
Debt conversion description | 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 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||
Net proceeds | $ 150,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | $ 16,667 | ||||||||||||||||||||||||||||||||
October 3 Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 216,667 | $ 216,667 | |||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 27,525,109 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | $ 2.50 | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||
Warrant exercise price | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||
Deemed dividend | $ 859,768 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 30.00% | ||||||||||||||||||||||||||||||||
Accrued interest | $ 11,774 | $ 11,774 | $ 50,000 | ||||||||||||||||||||||||||||||
Debt interest monthly payments | 5,000 | ||||||||||||||||||||||||||||||||
Interest expenses | 2,180 | ||||||||||||||||||||||||||||||||
Repayment of loan percentage | 18.00% | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible debt | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||
Fall 2019 Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 55,000,000 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 81,616 | ||||||||||||||||||||||||||||||||
April 2020 Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 53,255,583 | 15,923,322 | 38,500,000 | ||||||||||||||||||||||||||||||
Payments of principal and interest | $ 293,150 | ||||||||||||||||||||||||||||||||
Accrued interest | 26,383 | $ 26,383 | |||||||||||||||||||||||||||||||
Interest expenses | $ 95,540 | 231,000 | |||||||||||||||||||||||||||||||
Initial derivative expense | 1,021,725 | ||||||||||||||||||||||||||||||||
Convertible notes payable | 0 | 69,300 | 0 | 69,300 | |||||||||||||||||||||||||||||
Embedded conversion option derivative | 1,436,725 | ||||||||||||||||||||||||||||||||
[custom:PenaltyAmount] | 69,300 | ||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 185,000 | ||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 185,000 | ||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,454,546 | ||||||||||||||||||||||||||||||||
Payments of principal and interest | 7,500 | ||||||||||||||||||||||||||||||||
Convertible debt | 0 | 0 | |||||||||||||||||||||||||||||||
Reduction of convertible promissory debt | $ 20 | ||||||||||||||||||||||||||||||||
Repayments of convertible debt | 170,000 | 15,000 | |||||||||||||||||||||||||||||||
Derivative Liabilities [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | 45,731,614 | ||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | 6,340,248 | 6,340,248 | |||||||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Amortization of debt discounts | 83,548 | 4,322,247 | |||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||||||||||||||||
Debt original issue discount | $ 262,872 | ||||||||||||||||||||||||||||||||
Warrant [Member] | October 3 Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | $ 2.50 | |||||||||||||||||||||||||||||||
Warrants Purchase | 66,667 | ||||||||||||||||||||||||||||||||
Warrants One [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||||||||||||
Warrants Purchase | 416,669 | ||||||||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | 0 | $ 0 | 0 | 0 | |||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 107,500,001 | 107,500,001 | |||||||||||||||||||||||||||||||
Debt instrument remaining debt | $ 1,813,402 | $ 1,813,402 | |||||||||||||||||||||||||||||||
Debt instrument accrued interest | 70,671 | 70,671 | |||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.02 | ||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 512,366 | $ 512,366 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 2,068,000 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | $ 2.50 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | 2.50 | |||||||||||||||||||||||||||||||
Warrants Purchase | 827,200 | 827,200 | |||||||||||||||||||||||||||||||
Debt conversion description | the conversion price of August 2019 Notes was reduced to $0.40 per share, and the number of shares issuable upon exercise of the warrants was increased to 8,644,474 and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $17,836,244 which represents the fair value transferred to the warrant holders from the down round feature being triggered | ||||||||||||||||||||||||||||||||
Deemed dividend | $ 17,836,244 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||
Debt converted conversion percentage | 25.00% | ||||||||||||||||||||||||||||||||
Net proceeds | $ 1,880,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | $ 188,000 | $ 188,000 | |||||||||||||||||||||||||||||||
Debt instrument, description | The Q1/Q2 2020 Notes initially bore interest at 6% per annum and become due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which includes, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “Q1/Q2 2020 Note Amortization Payment”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note will be immediately due and payable. | ||||||||||||||||||||||||||||||||
Debt description | The Q1/Q2 2020 Notes may be prepaid, provided that certain Equity Conditions, as defined in the Q1/Q2 2020 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from each Q1/Q2 2020 Note’s respective original issuance date until and through the day that falls on the third month anniversary of such original issue date (each a “Q1/Q2 2020 Note 3 Month Anniversary”) at an amount equal to 105% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest, and (ii) after the applicable Q1/Q2 2020 Note 3 Month Anniversary at an amount equal to 115% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, each holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its Q1/Q2 2020 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold its Q1/Q2 2020 Note(s). Except for a Public Offering and Q1/Q2 2020 Note Amortization Payments, in order to prepay a Q1/Q2 2020 Note, the Company must provide at least 30 days’ prior written notice to the holder thereof, during which time the holder may convert its Q1/Q2 2020 Note in whole or in part at the applicable conversion price. The Q1/Q2 2020 Note Amortization Payments were prepayments and were subject to prepayment penalties equal to 115% of the Q1/Q2 2020 Note Amortization Payment | ||||||||||||||||||||||||||||||||
Debt payment description | The “Conversion Price” in effect on any Conversion Date (as defined in the Q1/Q2 2020 Notes) means, as of any date of determination, $0.40 per share, subject to adjustment as provided therein and summarized below. If an Event of Default (as defined in the Q1/Q2 2020 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the Q1/Q2 2020 Notes are convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the Q1/Q2 2020 Notes) during the 20 consecutive Trading Day (as defined in the Q1/Q2 2020 Notes) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of Common Stock outstanding. | ||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||
Exercise price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 620,400 | $ 620,400 | |||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 291,796,804 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 30.00% | 30.00% | |||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% | ||||||||||||||||||||||||||||||||
Accrued interest | 3,731 | $ 3,731 | |||||||||||||||||||||||||||||||
Convertible debt | $ 1,887,000 | $ 1,887,000 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 801,400 | $ 801,400 | |||||||||||||||||||||||||||||||
Debt original issue discount | 0 | 83,548 | $ 0 | 83,548 | |||||||||||||||||||||||||||||
Convertible notes payable | $ 717,852 | $ 717,852 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2020 Note [Member] | Investors [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 456,500 | ||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 220,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 600.00% | ||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% | ||||||||||||||||||||||||||||||||
Interest expenses | $ 136,950 | ||||||||||||||||||||||||||||||||
Net proceeds | 415,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 41,500 | ||||||||||||||||||||||||||||||||
Convertible debt | $ 195,000 | ||||||||||||||||||||||||||||||||
Debt instrument, description | During the existence of an Event of Default (as defined in the April 20 Note), which includes, amongst other events, any default in the payment of principal and interest payment (including any April 20 Note Amortization Payments) under any note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the April 20 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule, will be due and payable (each, an “April 20 Note Amortization Payment”), until the April 20 Note Maturity Date, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the April 20 Note will be immediately due and payable. The April 20 Note Amortization Payments will be made in cash unless the investor payment in the Company’s common stock in lieu of a cash payment (each, an “April 20 Note Stock Payment”). If the investor requests an April 20 Note Stock Payment, the number of shares of common stock issued will be based on the amount of the applicable April 20 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the April 20 Note) during the five Trading Day (as defined in the April 20 Note) period prior to the due date of the April 20 Note Amortization Payment. | ||||||||||||||||||||||||||||||||
Debt payment description | 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. | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 415,000 | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 1,436,725 | ||||||||||||||||||||||||||||||||
Embedded conversion option derivative | $ 1,021,725 | ||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | $ 0.40 | $ 0.40 | $ 2.50 | |||||||||||||||||||||||||||||
Warrants Purchase | 8,644,474 | 1,383,116 | |||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,287,474 | $ 1,287,474 | |||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | 8,817,568 | 8,817,568 | |||||||||||||||||||||||||||||||
Initial derivative expense | 7,530,095 | ||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | August 2019 Notes and August 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 239,678 | ||||||||||||||||||||||||||||||||
Warrants Purchase | 423,159,293 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 85,827 | ||||||||||||||||||||||||||||||||
Purchase price | $ 500,184 | ||||||||||||||||||||||||||||||||
Preferred stock exchanged for common stock | 522,726 | ||||||||||||||||||||||||||||||||
Leak Out Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Agreement description | the respective Investor agreed that, until the earliest to occur of (a) 120 days from date of Exchange Agreement, (b) the common stock trading at an average reported volume of at least 100,000,001 shares for three consecutive trading days, (c) the price per share of the common stock exceeding $0.10 in a transaction, (d) the time of release (whether by termination of an applicable leak-out agreement or otherwise), in whole or in part, of any leak-out agreement with any other holder of securities, or (e) any breach by the Company of any term of the Leak-Out Agreement that is not cured within five trading days following delivery of written notice of such breach by the respective Investor to the Company, neither Investor, nor any of its Affiliates (as defined in the respective Leak-Out Agreement), collectively, shall sell, on any trading day, more than 10% of the common stock sold on such trading day. | ||||||||||||||||||||||||||||||||
Common stock average reported trading volume | 100,000,001 | ||||||||||||||||||||||||||||||||
Percentage of common stock sold on trading day | 10 | ||||||||||||||||||||||||||||||||
Leak Out Agreements [Member] | August 2019 Notes and August 2019 Warrants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Nov. 7, 2020 | Oct. 14, 2020 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||
Payments of principal and interest | $ 200,000 | $ 300,000 | |||||||||||||||||||||||||||||||
Registration rights agreement description | the lower of: (i) $2.50 per share and (ii) the twenty day per share closing trading price of the Company’s common stock during the twenty trading days that close with the last previous trading day ended three days prior to the date of exercise. The Fall 2019 Notes did not contain anti-dilutive provisions. | the lower of: (i) $2.50 per share and (ii) the twenty day per share closing trading price of the Company’s common stock during the twenty trading days that close with the last previous trading day ended three days prior to the date of exercise. The Fall 2019 Notes did not contain anti-dilutive provisions. | |||||||||||||||||||||||||||||||
Red Diamond Partners LLC And RDW Capital LLC [Member] | Red Diamond Amendments [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | 0 | $ 510,000 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 4,000,000 | ||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 96,661,102 | ||||||||||||||||||||||||||||||||
Debt instrument remaining debt | $ 510,000 | ||||||||||||||||||||||||||||||||
Debt instrument accrued interest | 158,141 | ||||||||||||||||||||||||||||||||
Put premium to paid in capital | $ 385,385 | $ 385,385 | |||||||||||||||||||||||||||||||
Accredited Investor [Member] | Convertible Note Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 148,651 | ||||||||||||||||||||||||||||||||
Investor [Member] | Letter Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 143,872 | ||||||||||||||||||||||||||||||||
Investor [Member] | Letter Agreement [Member] | Q1 And Q2 2020 Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 28,358,841 | 28,358,841 | |||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 664,400 | $ 664,400 | |||||||||||||||||||||||||||||||
Payments of principal and interest | 277,916 | ||||||||||||||||||||||||||||||||
Reversed accured mandatory penalty amount | $ 664,400 | 664,400 | |||||||||||||||||||||||||||||||
Convertible notes payable | $ 277,916 | $ 277,916 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Principal amounts | $ 500,000 | $ 1,062,764 | |
Notes payable – long-term | 12,455 | 290,215 | |
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Principal amounts | 295,596 | 375,422 | |
Less: current portion of notes payable | (283,141) | (85,207) | |
Notes payable – long-term | $ 12,455 | $ 290,215 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Oct. 31, 2021USD ($) | Mar. 24, 2021USD ($) | Jan. 15, 2021USD ($) | Nov. 30, 2019USD ($) | Jul. 03, 2019 | Nov. 30, 2019USD ($)Integer | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||||||
Debt principal balance | $ 500,000 | $ 1,062,764 | |||||||
Outstanding amount | 0 | ||||||||
Amortization of Debt Discount (Premium) | $ 600,000 | 83,548 | 4,928,010 | ||||||
Cougar Express [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Line of credit with bank | 5,000 | ||||||||
Promissory Notes [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Notes payable | $ 460,510 | $ 460,510 | |||||||
Note maturity date | Jan. 3, 2021 | ||||||||
Sixty Monthly Installments [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of installments | Integer | 60 | ||||||||
Convertible debt | $ 9,304 | $ 9,304 | |||||||
Remaining Fifty-Nine Payments [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Note maturity date | Jan. 27, 2020 | ||||||||
Equipment Notes Payable One [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Notes and loans payable | 0 | 375,422 | |||||||
Cougar PPP Loan [Member] | Paycheck Protection Program [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Debt principal balance | 622,240 | ||||||||
Notes payable | $ 622,240 | ||||||||
Notes Payable [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Amortization of Debt Discount (Premium) | 0 | $ 605,763 | |||||||
Double D Trucking, Inc. [Member] | Promissory Notes [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Promissory notes | $ 400,000 | 100,000 | |||||||
Debt Instrument, Description | The principal amount of $400,000 is payable in four installments of $100,000 plus accrued interest as follows: $100,000 plus accrued interest was due and paid on April 15, 2021, $100,000 plus accrued interest was due and paid on July 15, 2021, $100,000 plus accrued interest is due and pad on October 15, 2021 and $100,000 plus all remaining accrued interest was due and paid on January 15, 2022. | ||||||||
Debt principal balance | $ 400,000 | ||||||||
Debt instrument, periodic payment | $ 100,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||
Double D Trucking, Inc. [Member] | Truck Notes Payable [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Notes and loans payable | 17,985 | ||||||||
Cougar Express, Inc [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Debt principal balance | $ 350,000 | ||||||||
Cougar Express, Inc [Member] | Promissory Notes [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Promissory notes | $ 350,000 | 175,000 | |||||||
Debt Instrument, Description | The principal amount of $350,000 is payable in two installments of $175,000 plus accrued interest as follows: $175,000 plus accrued interest was due and paid on September 23, 2021 and $175,000 plus all remaining accrued interest was due and paid on March 23, 2022. | ||||||||
Debt principal balance | $ 350,000 | ||||||||
Debt instrument, periodic payment | $ 175,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||
Cougar Express, Inc [Member] | Equipment Notes Payable One [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Notes and loans payable | $ 2,611 |
SUMMARY OF WARRANT ACTIVITIES (
SUMMARY OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants Balance Outstanding Ending | 147,112,603 | 3,649,861 |
Weighted Average Exercise Price Balance Outstanding Ending | $ 0.052 | $ 2.410 |
Number of Warrants Granted | 1,287,257,147 | 144,801,414 |
Weighted Average Exercise Price Granted | $ 0.010 | $ 0.027 |
Number of Warrants Cancellations | (23,508,334) | |
Weighted Average Exercise Price Cancellations | $ 0.006 | |
Number of Warrants Increase in warrants related to price protection | 71,965,500 | 602,626,403 |
Weighted Average Exercise Price Increase in warrants related to price protection | $ 0.010 | $ 0.006 |
Number of Warrants Cashless exercise of warrants for Series D preferred | (423,159,293) | |
Weighted Average Exercise Price Cashless exercise of warrants for Series D preferred | $ 0.006 | |
Number of Warrants Cashless exercise of warrants for common stock | (157,297,448) | |
Weighted Average Exercise Price Cashless exercise of warrants for common stock | $ 0.006 | |
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Beginning | 4 years 9 months 29 days | |
Aggregate Intrinsic Value Balance Outstanding Beginning | $ 1,780,356 | |
Number of Warrants Inducement warrants granted | 205,626,862 | |
Weighted Average Exercise Price Inducement warrants granted | $ 0.010 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (521,239,717) | |
Weighted Average Exercise Price Exercises | $ 0.010 | |
Number of Warrants Balance Outstanding Ending | 1,190,722,395 | 147,112,603 |
Weighted Average Exercise Price Balance Outstanding Ending | $ 0.015 | $ 0.052 |
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Ending | 4 years 8 months 26 days | |
Aggregate Intrinsic Value Balance Outstanding Ending | $ 3,831,380 | $ 1,780,356 |
Number of Warrants Exercisable Ending Balance | 1,190,722,395 | |
Weighted Average Exercise Price Exercisable Ending Balance | $ 0.015 | |
Weighted Average Remaining Contractual Term (Years) Exercisable Ending Balance | 4 years 8 months 26 days | |
Aggregate Intrinsic Value Exercisable Ending Balance | $ 3,831,380 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 80,000 | 80,000 |
Aggregate Intrinsic Value, Beginning Balance | ||
Number of Options Outstanding, Granted/Cancelled | ||
Weighted Average Exercise Price, Beginning Balance | $ 8.84 | |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 3 years 3 months 29 days | |
Weighted Average Exercise Price, Granted | ||
Number of Options Outstanding, Ending Balance | 80,000 | 80,000 |
Weighted Average Exercise Price, Ending Balance | $ 8.84 | $ 8.84 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 2 years 3 months 29 days | |
Aggregate Intrinsic Value, Ending Balance | ||
Number of Options Outstanding, Exercisable | 40,000 | |
Weighted Average Exercise Price, Exercisable | $ 8.84 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 months 10 days | |
Aggregate Intrinsic Value, exercisable |
SHAREHOLDERS_ EQUITY (DEFICIT_2
SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 28, 2021$ / sharesshares | Apr. 09, 2021USD ($) | Feb. 22, 2021USD ($) | Jan. 11, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2020USD ($)$ / sharesshares | Dec. 28, 2020USD ($)$ / sharesshares | Dec. 17, 2020USD ($)$ / sharesshares | Dec. 08, 2020 | Oct. 08, 2020USD ($)$ / sharesshares | Oct. 06, 2020$ / sharesshares | Jul. 24, 2020shares | Jul. 22, 2020USD ($)shares | Jul. 20, 2020USD ($)$ / sharesshares | Jun. 16, 2020USD ($)$ / sharesshares | Jun. 05, 2020 | Apr. 30, 2020shares | Feb. 29, 2020shares | Jan. 31, 2020USD ($)shares | Jan. 07, 2020USD ($)$ / sharesshares | Aug. 16, 2019shares | Apr. 09, 2019shares | Jun. 30, 2021USD ($)$ / sharesshares | May 31, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | Oct. 30, 2020USD ($)shares | Jun. 29, 2020shares | Aug. 31, 2019$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2021USD ($) | Feb. 23, 2021$ / sharesshares | Jan. 31, 2021shares | Aug. 28, 2020USD ($) | Jan. 30, 2020USD ($)$ / shares | Oct. 31, 2019$ / sharesshares | Sep. 06, 2019$ / sharesshares | Aug. 30, 2019$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 70,203,889 | 85,710,419 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ | $ 1,062,764 | $ 1,062,764 | $ 1,062,764 | $ 1,062,764 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 8,644,474 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 502,742 | 1,564,941 | 7,847,073 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued dividends | $ | $ 140,872 | $ 140,872 | 140,872 | |||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.049 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends | $ | $ 2,650,217 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt extinguishment | $ | $ (143,872) | $ (36,271,137) | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | $ | 543,456 | 8,842,996 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 73,635,000 | 83,662,448 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercise | $ | 4,226,383 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period for settlement, shares | 10,281,018 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period for settlement, value | $ | $ 502,742 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ | $ 83,548 | $ 83,548 | $ 83,548 | 83,548 | $ 1,287,473 | |||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ | $ 2,160,081 | $ 3,920,606 | ||||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Measurement Input Rate Volatility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 298.8 | |||||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued upon Exercise of Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 68,571,429 | 68,571,429 | 28,571,429 | 325,539,430 | 52,482,141 | 85,710,419 | 70,203,889 | |||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 237,664 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 68,571,429 | 68,571,429 | 28,571,429 | 325,539,430 | 98,557,429 | 83,662,448 | 73,635,000 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercise | $ | $ 685,714 | $ 685,714 | $ 285,714 | $ 3,254,955 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 827,200 | 827,200 | 827,200 | 827,200 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 422,682,288 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | 374,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ | $ 262,872 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,454,545 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | $ | $ 170,000 | |||||||||||||||||||||||||||||||||||||||||||||||
April 20 Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,923,322 | |||||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | $ | $ 95,540 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | 55,000,000 | 53,255,583 | 9,606,099 | 477,682,407 | 417,863,999 | |||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 19,700,260 | $ 15,704,425 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of conversion of shares issued | $ | $ 500,000 | $ 293,150 | 4,215,651 | 2,844,979 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ | $ 58,317 | $ 81,616 | $ 26,383 | $ 58,317 | 82,852 | $ 58,317 | 218,600 | $ 58,317 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest payable fee | $ | $ 900 | $ 8,180 | ||||||||||||||||||||||||||||||||||||||||||||||
Three Conversion Prices [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt extinguishment | $ | $ 866,452 | 36,271,137 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion Price One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt extinguishment | $ | 15,704,425 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion Price Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt extinguishment | $ | 19,700,260 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion Price Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt extinguishment | $ | $ 866,452 | |||||||||||||||||||||||||||||||||||||||||||||||
2020 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | 453,200 | 453,200 | ||||||||||||||||||||||||||||||||||||||||||||||
2020 Warrants [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||
2020 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | 453,200 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ | $ 456,858 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant issuance | $ | $ 456,858 | |||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||||||||||||||
Five Year Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 28,100,000 | 585,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.006 | $ 0.06 | $ 2.50 | 0.006 | 0.006 | 0.006 | ||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ | $ 1,963,291 | |||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ | $ 1,963,291 | |||||||||||||||||||||||||||||||||||||||||||||||
October 3 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 416,669 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 859,768 | |||||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ | $ 185,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ | $ 11,381,885 | |||||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 604,076,186 | 604,076,186 | 604,076,186 | 604,076,186 | ||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 9,061,143 | 9,061,143 | 9,061,143 | 9,061,143 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ | $ 81,384 | |||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 148,651 | |||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Equity and Debt Purchasers [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 18,685,477 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.029 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | $ | $ 545,616 | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement expenses | $ | $ 545,616 | |||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Equity and Debt Purchasers [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Equity and Debt Purchasers [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | 2020 Warrants [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 827,200 | 827,200 | 827,200 | 827,200 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | Investor [Member] | August 2019 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ | $ 500,184 | 500,184 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ | $ 85,827 | $ 85,827 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 423,159,293 | 423,159,293 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 239,678 | $ 239,678 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ | $ 85,828 | $ 85,828 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 17,836,244 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ | $ 188,000 | $ 188,000 | $ 188,000 | $ 188,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant outstanding | 827,200 | 827,200 | 827,200 | 827,200 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ | $ 1,287,474 | $ 1,287,474 | $ 1,287,474 | $ 1,287,474 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant outstanding | 8,644,474 | 1,383,116 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 95,954,000 | 1,383,116 | 987,940 | |||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 23,988,500 | 395,176 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ | 801,400 | 801,400 | 801,400 | 801,400 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ | $ 0 | $ 83,548 | $ 0 | $ 83,548 | $ 83,548 | $ 0 | $ 83,548 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 3.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Warrants [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 987,940 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October 3 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 66,401 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 3.51 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 76,571,429 | 76,571,429 | 23,988,500 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issuable upon conversion percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ | $ 670,000 | $ 670,000 | $ 640,000 | |||||||||||||||||||||||||||||||||||||||||||||
Fees amount | $ | 112,000 | 112,000 | 35,000 | |||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from common stock | $ | $ 558,000 | $ 558,000 | $ 605,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 1,334 | 1,334 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 8,571,429 | 82,971,429 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investor [Member] | October 3 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 66,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Engagement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 91,542,858 | 15,314,285 | 91,542,858 | 15,314,285 | 15,314,285 | 91,542,858 | 15,314,285 | |||||||||||||||||||||||||||||||||||||||||
Fees amount | $ | $ 385,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||
Engagement agreement transaction description | On December 8, 2020 the Company entered into an Engagement Agreement (the “Engagement Agreement”) with a placement agent to act as an exclusive selling/placement agent for the Company to assist in a financing for the Company. In connection with the engagement letter, the Company agreed to pay to the placement agent at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible or exercisable into the Company’s common stock (the “Securities Financing”) during the Exclusive Period which is for a period of 90 days from the date of execution of this Letter Agreement; (i) a cash transaction fee in the amount of 10% of the amount of the Securities Financing; and (ii) warrants (the “Warrants”) with a 5 year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis) in the Securities Financing, at an exercise price equal to the investor’s warrant exercise price of the Securities Financing. In connection with this Engagement Agreement, through December 31, 2020, the Company paid the placement agent cash of $67,000 and issued 15,314,285 warrants to the placement agent at an initial exercise price of $0.01 per share. Additionally, during the year ended December 31, 2021, the Company paid the placement agent cash of $385,500 and issued 91,542,858 warrants to the placement agent at an initial exercise price of $0.01 per share. The cash fee of $400,500 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants | |||||||||||||||||||||||||||||||||||||||||||||||
Payment made to placement agent | $ | $ 400,500 | $ 67,000 | ||||||||||||||||||||||||||||||||||||||||||||||
2021 Amendment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||
Letter Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | 143,872 | |||||||||||||||||||||||||||||||||||||||||||||||
Letter Agreement [Member] | Investor [Member] | Q1 And Q2 2020 Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 664,400 | $ 664,400 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 28,358,841 | 28,358,841 | ||||||||||||||||||||||||||||||||||||||||||||||
Reversed accured mandatory penalty amount | $ | $ 664,400 | $ 664,400 | ||||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | $ | $ 277,916 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | 2,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock issued upon conversion | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable, shares | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | |||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | |||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Voting percentage | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | the Company sold to John Mercadante, for $100, one share of Series C Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s 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 July 20, 2020, the Series C Preferred Stock was automatically cancelled. | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | August 2019 Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | the Lead Investor (as defined in the August 2019 Purchase Agreement) for $100 a series of preferred stock which holds voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue, which such preferred stock will be automatically cancelled upon the effectiveness of the resulting increase in the Company’s authorized stock. By letter agreement dated, June 4, 2020, the Lead Investor assigned this contract right to John Mercadante, the chief executive officer of the Company. | |||||||||||||||||||||||||||||||||||||||||||||||
Voting percentage | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Prime EFS, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series D Exchanges [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 6 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 522,726,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 1,250,000 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from subsequent financing percentage | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Reverse split description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D is convertible into 1,000 shares of common stock. A holder of Series D may not convert any shares of Series D into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 1,000 | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock outstanding shares percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD. | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Exchange Agreements [Member] | Investor [Member] | August 2019 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 522,726 | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 60,758,228 | 25,725,519 | 571,296,287 | |||||||||||||||||||||||||||||||||||||||||||||
Reverse split description | A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 39,410 | 17,135 | 340,346 | |||||||||||||||||||||||||||||||||||||||||||||
Triggering event conversion amount percentage | 125.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 562,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | 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 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock unissued during period | 7,049,999 | |||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Board of Directors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Secretary [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 562,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 13.34 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the “Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the “Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date | |||||||||||||||||||||||||||||||||||||||||||||||
Redemption price precentage | 115.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Triggering event conversion price | $ / shares | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 11.67 | $ 11.67 | $ 13.34 | $ 11.67 | $ 11.67 | |||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 57,400 | 57,400 | 47,977 | 32,126 | 310,992 | |||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 42,857,143 | 414,857,146 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ | $ 375,000 | $ 3,630,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Fees amount | $ | $ 42,500 | $ 372,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 1,334 | 1,334 | ||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 527,230 | $ 527,230 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance costs | $ | $ 332,500 | $ 3,258,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends | $ | $ 104,533 | $ 777,510 | ||||||||||||||||||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, percentage of ownership before transaction | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, percentage of ownership before transaction | On February 22, 2021, the Company sold to John Mercadante, for $10, one share of Series F Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the amendment on April 15, 2021, the Series F Preferred Stock was automatically cancelled. | |||||||||||||||||||||||||||||||||||||||||||||||
Sale fo stock value | $ | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from subsequent financing percentage | 40.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Reverse split description | A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series G COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series G COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 123,000,000 | 123,000,000 | 123,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership limitations | |||||||||||||||||||||||||||||||||||||||||||||||
Redemption price precentage | 115.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Fees amount | $ | $ 609,507 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Payment made to placement agent | $ | $ 609,507 | |||||||||||||||||||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | Secretary [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 615,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 615,000,000 | 615,000,000 | 615,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ | $ 6,150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fees amount | $ | 615,507 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance costs | $ | 5,479,560 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends | $ | 2,041,802 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from settlement | $ | $ 54,933 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price decrease | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 68,571,429 | 68,571,429 | 28,571,429 | 325,539,430 | 52,482,141 | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 51,605 | 105,378 | 51,605 | 105,378 | 105,378 | 51,605 | 105,378 | |||||||||||||||||||||||||||||||||||||||||
Common stock outstanding shares percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 51,605 | 105,378 | 51,605 | 105,378 | 105,378 | 51,605 | 105,378 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 100,559,929 | 100,559,929 | 100,559,929 | 100,559,929 | ||||||||||||||||||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 68,571,429 | 68,571,429 | 28,571,429 | 325,539,430 | 98,557,429 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercise | $ | $ 685,714 | $ 685,714 | $ 285,714 | $ 3,254,955 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 343,118 | 343,118 | 343,118 | |||||||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 15,314,285 | 15,314,285 | 15,314,285 | 15,314,285 | ||||||||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | 124,376,000 | 398,350,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 124,376 | 398,350 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD | The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD | ||||||||||||||||||||||||||||||||||||||||||||||
Series E Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 411,253,716 | 411,253,716 | 457,714,289 | 411,253,716 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant issuance | $ | $ 4,112,537 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant outstanding | 71,965,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 205,626,862 | 205,626,862 | 205,626,862 | |||||||||||||||||||||||||||||||||||||||||||||
Equity, Fair Value Adjustment | $ | $ 4,431,853 | |||||||||||||||||||||||||||||||||||||||||||||||
Series E Warrants [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 91,542,858 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 615,000 | 0 | 615,000 | 0 | 0 | 615,000 | 0 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 615,000 | 0 | 615,000 | 0 | 0 | 615,000 | 0 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 615,000,000 | 615,000,000 | 615,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 615,000 | 615,000 | 615,000 | |||||||||||||||||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 123,000,000 | 123,000,000 | 123,000,000 |
SCHEDULE OF THE ASSIGNMENT OF G
SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES (Details) - USD ($) | Dec. 31, 2021 | Sep. 07, 2021 | Dec. 31, 2020 |
Accounts payable | $ 312,772 | $ 465,581 | |
Accrued expenses | 212,975 | 254,095 | |
Insurance payable | 98,255 | 26,794 | |
Lease liabilities, current portion | |||
Accrued compensation and related benefits | 98,964 | 2,670 | |
Total Liabilities | 1,018,562 | 19,547,112 | |
Cash | 6,067,692 | 579,283 | |
Accounts receivable | 481,734 | ||
Property and equipment, net | 577,205 | 472,670 | |
TOTAL ASSETS | $ 9,534,689 | $ 3,533,696 | |
Subsidiaries [Member] | |||
Notes payable (a) | $ 3,908,050 | ||
Accounts payable | 1,242,421 | ||
Accrued expenses | 314,927 | ||
Insurance payable | 1,678,556 | ||
Contingency liabilities | 3,311,272 | ||
Lease liabilities, current portion | 1,263,494 | ||
Accrued compensation and related benefits | 827,753 | ||
Total Liabilities | 12,546,473 | ||
Cash | 21,679 | ||
Accounts receivable | 1,078 | ||
Property and equipment, net | 96,496 | ||
TOTAL ASSETS | 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 |
SCHEDULE OF THE ASSIGNMENT FOR
SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSET AND LIABILITIES OF CREDITORS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net | $ 481,734 | |
Prepaid expenses and other | 197,336 | 75,951 |
Total Current Assets | 6,746,762 | 1,395,615 |
Security deposit | 33,340 | |
Property and equipment, net | 577,205 | 472,670 |
Right of use assets, net | ||
Total Other Assets | 2,787,927 | 2,138,081 |
TOTAL ASSETS | 9,534,689 | 3,533,696 |
Notes payable (a) | 283,141 | 85,207 |
Accounts payable | 312,772 | 465,581 |
Accrued expenses | 212,975 | 254,095 |
Insurance payable | 98,255 | 26,794 |
Lease liabilities, current portion | ||
Due to related parties | 173,692 | |
Accrued compensation and related benefits | 98,964 | 2,670 |
Total Current Liabilities | 1,006,107 | 18,006,901 |
Notes payable, net of current portion (a) | 12,455 | 290,215 |
Lease liabilities, net of current portion | ||
Total Long-term Liabilities | 12,455 | 1,540,211 |
Total Liabilities | $ 1,018,562 | 19,547,112 |
Creditors [Member] | ||
Accounts receivable, net | 372,922 | |
Prepaid expenses and other | 367,459 | |
Total Current Assets | 740,381 | |
Security deposit | 94,000 | |
Property and equipment, net | 126,137 | |
Right of use assets, net | 1,445,274 | |
Total Other Assets | 1,665,411 | |
TOTAL ASSETS | 2,405,792 | |
Notes payable (a) | 3,834,337 | |
Accounts payable | 638,682 | |
Accrued expenses | 170,500 | |
Insurance payable | 1,959,099 | |
Contingency liabilities | 3,311,272 | |
Lease liabilities, current portion | 380,843 | |
Due to related parties | 124,000 | |
Accrued compensation and related benefits | 919,726 | |
Total Current Liabilities | 11,338,459 | |
Notes payable, net of current portion (a) | 147,379 | |
Lease liabilities, net of current portion | 1,102,617 | |
Total Long-term Liabilities | 1,249,996 | |
Total Liabilities | $ 12,588,455 |
SCHEDULE OF NOTES PAYABLE SUBJE
SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFITS OF CREDITORS (Details) - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Principal amounts | $ 500,000 | $ 1,062,764 | |
Notes payable, net of current portion | 12,455 | 290,215 | |
Notes Payable [Member] | |||
Principal amounts | 295,596 | 375,422 | |
Less: current portion of notes payable | (283,141) | (85,207) | |
Notes payable, net of current portion | $ 12,455 | 290,215 | |
Creditors [Member] | |||
Notes payable, net of current portion | 147,379 | ||
Creditors [Member] | Notes Payable [Member] | |||
Principal amounts | 3,981,716 | ||
Less: current portion of notes payable | (3,834,337) | ||
Notes payable, net of current portion | $ 147,379 |
ASSIGNMENT FOR THE BENEFIT OF_3
ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Details Narrative) - USD ($) | Sep. 01, 2021 | Aug. 28, 2020 | Jul. 20, 2020 | Apr. 28, 2020 | Apr. 15, 2020 | Mar. 09, 2020 | Mar. 04, 2020 | Sep. 30, 2021 | Jun. 29, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | Mar. 31, 2021 | Dec. 30, 2020 | Apr. 02, 2020 | Jan. 30, 2020 | Jan. 07, 2020 | Dec. 31, 2018 |
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | $ 12,363,449 | ||||||||||||||||||||||
Proceeds from promissory notes | $ 4,479,662 | ||||||||||||||||||||||
Payment of notes payable | 991,468 | 3,002,127 | |||||||||||||||||||||
Debt principal balance | 1,062,764 | $ 500,000 | |||||||||||||||||||||
Loss on debt extinguishment | $ 502,742 | 1,564,941 | 7,847,073 | ||||||||||||||||||||
Debt original issue discount | 83,548 | $ 1,287,473 | |||||||||||||||||||||
Stock issued during period shares new issues | 70,203,889 | 85,710,419 | |||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||
Conversion of notes payable | 979,216 | ||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | 596,390 | ||||||||||||||||||||||
Payment of notes payable | 67,548 | ||||||||||||||||||||||
Loss on debt extinguishment | 76,777 | ||||||||||||||||||||||
Debt original issue discount | 614,809 | ||||||||||||||||||||||
Accrued interest | 9,190 | ||||||||||||||||||||||
Secured Merchant Agreements [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | $ 80,490 | ||||||||||||||||||||||
Promissory notes | 80,490 | ||||||||||||||||||||||
Several Secured Merchant Loan [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 2,283,540 | $ 2,283,540 | |||||||||||||||||||||
Proceeds from promissory notes | 1,355,986 | ||||||||||||||||||||||
Origination fees | 927,554 | ||||||||||||||||||||||
Payment of notes payable | 464,344 | ||||||||||||||||||||||
New Secured Merchant Loan [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 1,274,150 | ||||||||||||||||||||||
Proceeds from promissory notes | 150,000 | ||||||||||||||||||||||
Origination fees | 453,450 | ||||||||||||||||||||||
Payment of notes payable | 1,954,930 | ||||||||||||||||||||||
Debt principal balance | $ 670,700 | ||||||||||||||||||||||
Merchant Loan [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 233,434 | ||||||||||||||||||||||
Payment of notes payable | 233,434 | ||||||||||||||||||||||
Debt principal balance | $ 364,740 | $ 936,410 | |||||||||||||||||||||
Payments of loan | $ 600,000 | ||||||||||||||||||||||
Note maturity date | Mar. 11, 2020 | ||||||||||||||||||||||
Merchant Loan [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 275,000 | ||||||||||||||||||||||
Payment of notes payable | 275,000 | ||||||||||||||||||||||
Debt principal balance | $ 272,700 | ||||||||||||||||||||||
Note maturity date | Mar. 12, 2020 | ||||||||||||||||||||||
Convertible debt | $ 95,874 | ||||||||||||||||||||||
Cancellation of warrants | 40,300 | ||||||||||||||||||||||
Debt instrument, periodic payment | $ 275,000 | ||||||||||||||||||||||
Promissory Notes [Member] | Entities or Individuals [Member] | Minimum [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument interest rate percentage | 7.00% | ||||||||||||||||||||||
Promissory Notes [Member] | Entities or Individuals [Member] | Maximum [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument interest rate percentage | 10.00% | ||||||||||||||||||||||
New Promissory Notes [Member] | Entities or Individuals [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | 40,000 | ||||||||||||||||||||||
Notes payable | $ 40,000 | ||||||||||||||||||||||
Separate Promissory Notes [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | 220,000 | ||||||||||||||||||||||
Notes payable | 220,000 | ||||||||||||||||||||||
Separate Promissory Notes [Member] | Several Individuals [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | 2,517,150 | 443,000 | 2,517,150 | ||||||||||||||||||||
Proceeds from promissory notes | 423,000 | 2,238,900 | |||||||||||||||||||||
Payment of notes payable | 320,500 | 1,118,400 | |||||||||||||||||||||
Debt principal balance | 195,000 | ||||||||||||||||||||||
Debt original issue discount | 238,250 | 20,000 | 238,250 | ||||||||||||||||||||
Accrued interest | $ 120,307 | $ 120,307 | |||||||||||||||||||||
Debt due date, description | These notes were due between 45 and 273 days from the respective note issuance date | ||||||||||||||||||||||
Stock issued during period shares new issues | 439,623 | ||||||||||||||||||||||
Class of warrant or right, number of securities called by each warrant or right | 439,623 | 439,623 | |||||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||||||
Warrant exercise price | $ 2.50 | $ 2.50 | |||||||||||||||||||||
Conversion of notes payable | $ 978,750 | $ 978,750 | |||||||||||||||||||||
Debt instrument convertible conversion price 1 | $ 2.50 | $ 2.50 | |||||||||||||||||||||
Separate Previous Promissory Notes [Member] | Several Individuals [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 40,000 | $ 40,000 | |||||||||||||||||||||
One of these Notes [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt principal balance | 150,000 | ||||||||||||||||||||||
Accrued interest | 82,274 | ||||||||||||||||||||||
New Notes [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt principal balance | 200,000 | ||||||||||||||||||||||
Debt instrument, periodic payment | 7,500 | ||||||||||||||||||||||
Repayment of debt | 15,000 | ||||||||||||||||||||||
Other Convertible Debt [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt principal balance | $ 185,000 | ||||||||||||||||||||||
Convertible debt | $ 0 | ||||||||||||||||||||||
Debt instrument, periodic payment | 7,500 | ||||||||||||||||||||||
New Convertible Debt [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt principal balance | $ 185,000 | ||||||||||||||||||||||
Warrant exercise price | $ 0.006 | $ 0.40 | $ 0.40 | ||||||||||||||||||||
Equipment Notes Payable [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | 36,233 | ||||||||||||||||||||||
Notes and loans payable | 43,364 | ||||||||||||||||||||||
Equipment Notes Payable [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | 85,175 | ||||||||||||||||||||||
Notes and loans payable | 151,710 | ||||||||||||||||||||||
Equipment Notes Payable [Member] | Auto Financing Agreement [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes and loans payable | $ 44,905 | $ 44,905 | $ 162,868 | ||||||||||||||||||||
Shypdirect PPP Loan [Member] | Paycheck Protection Program [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | $ 504,940 | ||||||||||||||||||||||
Debt principal balance | 504,940 | $ 504,940 | |||||||||||||||||||||
Note maturity date | Apr. 28, 2022 | ||||||||||||||||||||||
Debt instrument interest rate percentage | 1.00% | ||||||||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||||||||
Prime EFS PPP Loan [Member] | Paycheck Protection Program [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Creditors liability | $ 2,941,212 | ||||||||||||||||||||||
Debt principal balance | $ 2,941,212 | 2,941,212 | |||||||||||||||||||||
Note maturity date | Apr. 16, 2022 | ||||||||||||||||||||||
Debt instrument interest rate percentage | 1.00% | ||||||||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||||||||
PPP Loans [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt description | the twenty-four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs | ||||||||||||||||||||||
Cougar PPP Loan [Member] | Paycheck Protection Program [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 622,240 | ||||||||||||||||||||||
Debt principal balance | $ 622,240 | ||||||||||||||||||||||
Debt forgiveness | $ 2,691,884 |
SCHEDULE OF GAIN ON DEBT EXTING
SCHEDULE OF GAIN ON DEBT EXTINGUISHMENT (Details) - USD ($) | Jul. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Extinguishment | |||
Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 9) | $ (143,872) | $ (36,271,137) | |
Loss from settlement of debt (note 9) | 1,648,960 | (259,587) | |
Gain from settlement of accounts payable | 59,853 | 138,633 | |
Gain on debt extinguishment, net | $ 502,742 | $ 1,564,941 | 7,847,073 |
Gain from reversal of derivative liabilities on conversion date or repayment date (note 7) | 45,731,614 | ||
Fair value of shares related to settlement of debt and warrants (note 9) | (1,252,772) | ||
Loss from conversion of debt and warrants to Series D preferred stock (note 7 and 9) | $ (239,678) |
DEBT EXTINGUISHMENT (Details Na
DEBT EXTINGUISHMENT (Details Narrative) - USD ($) | Jul. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Extinguishment | |||
Gain (loss) on debt extinguishment, net | $ 502,742 | $ 1,564,941 | $ 7,847,073 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Feb. 16, 2022 | Jun. 04, 2021 | Dec. 07, 2020 | Nov. 23, 2020 | Nov. 04, 2020 | Sep. 19, 2020 | Aug. 04, 2020 | Aug. 03, 2020 | Jul. 24, 2020 | Apr. 28, 2020 | Dec. 26, 2018 | Jul. 20, 2018 | Apr. 30, 2022 | Mar. 31, 2022 | Apr. 30, 2021 | Jun. 29, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 24, 2022 | Oct. 31, 2021 | Mar. 02, 2021 | Oct. 09, 2020 | Apr. 03, 2020 | Jan. 07, 2020 | Apr. 24, 2019 | Feb. 13, 2019 |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Payment for legal settlement | $ 30,000 | |||||||||||||||||||||||||||
Litigation settlement expense | $ 545,616 | |||||||||||||||||||||||||||
Debt principal balance | 1,062,764 | $ 500,000 | ||||||||||||||||||||||||||
Number of shares purchased | 70,203,889 | 85,710,419 | ||||||||||||||||||||||||||
Common stock issued for debt conversion | 543,456 | 8,842,996 | ||||||||||||||||||||||||||
Retention amount | 250,000 | |||||||||||||||||||||||||||
Professional Fees | $ 2,160,081 | $ 3,920,606 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,644,474 | |||||||||||||||||||||||||||
Exercise price | $ 0.40 | |||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Exercise price | $ 0.01 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Airport Park LLC [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Occupancy net | $ 51,079.78 | |||||||||||||||||||||||||||
Legal fees | $ 51,079.78 | |||||||||||||||||||||||||||
Payment for rent | $ 33,275 | $ 33,275 | ||||||||||||||||||||||||||
Payment description | In the event Cougar Express does not sign a lease extension with Airport, it is likely that Airport will continue to press its lawsuit for holdover rent of $51,079.78 per month for each month of occupancy until Cougar Express exits the premises, plus statutory interest, costs and attorneys’ fees, while giving Cougar a credit for any and all rent paid in CY 2022. | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period shares of conversion of convertible securities | 59,736,709 | 1,013,408,088 | ||||||||||||||||||||||||||
Common stock issued for debt conversion | $ 59,736 | $ 1,013,407 | ||||||||||||||||||||||||||
Ryder Truck Rental, Inc. [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Contigent liability | 2,871,272 | $ 2,871,272 | ||||||||||||||||||||||||||
Security deposits | 164,565 | |||||||||||||||||||||||||||
Loss contigency accrual payments | 3,035,837 | |||||||||||||||||||||||||||
Loss contigency accrual at carrying value | $ 2,871,272 | |||||||||||||||||||||||||||
Mr. Frank Mazzola [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | $ 94,000 | |||||||||||||||||||||||||||
Contigent liability | 94,000 | |||||||||||||||||||||||||||
Repayment to debt | $ 94,000 | |||||||||||||||||||||||||||
Ms. Mazzola [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | $ 209,000 | |||||||||||||||||||||||||||
Contigent liability | $ 94,000 | |||||||||||||||||||||||||||
Exchange Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sale of the shares | 492,500 | |||||||||||||||||||||||||||
Exchange Agreement [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | 447,500 | |||||||||||||||||||||||||||
Exchange Agreement [Member] | John Mercadante [Member] | Fifth Claim [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | 447,500 | |||||||||||||||||||||||||||
Six Month Consulting Agreement [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | $ 42,000 | $ 42,000 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Mr. Mazzola [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | $ 2,000,000 | |||||||||||||||||||||||||||
Allegation severance amount | 1,040,000 | |||||||||||||||||||||||||||
Accrued salary | $ 759,038.41 | |||||||||||||||||||||||||||
Consulting Agreement [Member] | Mr. Giordano [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Health benefits compensation | 25,812 | |||||||||||||||||||||||||||
June 2018 Note [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Debt principal balance | $ 1,665,000 | |||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||
Debt peroidic principal amount | $ 2,497,503 | |||||||||||||||||||||||||||
Original discount discount rate | 33.33% | |||||||||||||||||||||||||||
December 2018 Note [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Debt principal balance | $ 300,000 | |||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||
Sought damages value | $ 196,699 | |||||||||||||||||||||||||||
Debt peroidic principal amount | $ 330,000 | |||||||||||||||||||||||||||
Original discount discount rate | 10.00% | |||||||||||||||||||||||||||
Debt instrument term | 90 days | |||||||||||||||||||||||||||
Increase in principal amount | 30.00% | |||||||||||||||||||||||||||
Convertible Debt [Member] | June 2018 Note [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | $ 539,114.06 | |||||||||||||||||||||||||||
Debt interest, costs and expenses | $ 343,000 | |||||||||||||||||||||||||||
June and December 2018 Note [Member] | Bellridge [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Proceeds from sale maturity and collections of investments | $ 500,000 | |||||||||||||||||||||||||||
Investment owned at fair value | $ 1,920,000 | |||||||||||||||||||||||||||
June and December 2018 Note [Member] | Exchange Agreement [Member] | BellRidge LLP [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period shares of conversion of convertible securities | 700,000 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | BellRidge LP [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period shares of conversion of convertible securities | 32,500 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period shares of conversion of convertible securities | 31,500 | |||||||||||||||||||||||||||
Common stock issued for debt conversion | $ 57,960 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Number of shares purchased | 1,000,000 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period shares of conversion of convertible securities | 1,160,000 | |||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Litigation settlement expense | $ 150,000 | |||||||||||||||||||||||||||
Related party transaction due from to related party | $ 1,978,557.76 | |||||||||||||||||||||||||||
Related Party Transaction, Due from (to) Related Party | $ 2,150,000 | |||||||||||||||||||||||||||
Maturity date | Apr. 30, 2021 | Mar. 15, 2019 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price 1 | $ 0.02 | |||||||||||||||||||||||||||
Debt principal balance | $ 300,000 | |||||||||||||||||||||||||||
Notes payable | $ 330,000 | |||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | Exchange Agreement [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Sought damages value | 3,337,500 | |||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Number of shares purchased | 50,000 | |||||||||||||||||||||||||||
Shypdirect LLC [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Plaintiff exceeding amount | $ 789,000 | |||||||||||||||||||||||||||
Prime EFS, LLC [Member] | Valesky [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Payment for legal settlement | $ 35,000 | |||||||||||||||||||||||||||
Prime EFS, LLC [Member] | 10% Senior Secured Demand Promissory Note [Member] | Patrick Nicholson [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Debt principal balance | $ 55,000 | $ 165,000 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||
Interest payable current and non current | $ 332,702.84 | |||||||||||||||||||||||||||
Ascentaur, LLC [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Debt interest, costs and expenses | 12,500 | |||||||||||||||||||||||||||
Professional Fees | 300,000 | |||||||||||||||||||||||||||
Bonuses | $ 184,621 | |||||||||||||||||||||||||||
Exercise price | $ 0.06 | |||||||||||||||||||||||||||
Ascentaur, LLC [Member] | Consulting Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,000,000 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | Oct. 31, 2021 | Dec. 22, 2020 | Jul. 20, 2020 | Jul. 03, 2019 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||||
Acquired balance due from former majority owner | $ 40,874 | ||||||||
Cash paid for acquisition | 10,031 | ||||||||
Repayment of related party debt | 55,041 | 27,753 | |||||||
Deconsolidated and removed liability | $ 94,000 | ||||||||
Interest expense related parties | 74,959 | 174,947 | |||||||
Debt principal balance | $ 500,000 | 1,062,764 | |||||||
Debt Instrument, Increase, Accrued Interest | 240,822 | ||||||||
Amortization of Debt Discount (Premium) | $ 600,000 | 83,548 | 4,928,010 | ||||||
Gain on debt extinguishment, net | $ 502,742 | 1,564,941 | 7,847,073 | ||||||
Notes Payable, Related Parties, Current | 500,000 | ||||||||
Promissory Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ 500,000 | ||||||||
Debt instrument maturity date | Jan. 3, 2021 | ||||||||
Promissory Notes 1 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | 30,000 | ||||||||
Advances to related party | $ 30,000 | ||||||||
Spouse Of Company's CEO [Member] | Promissory Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued interest | 173,692 | ||||||||
Former Majority Owner [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Acquired balance due from former majority owner | 14,019 | ||||||||
Payment of cash acquired | 489,174 | ||||||||
Cash paid for acquisition | 489,174 | ||||||||
Repayment of related party debt | 35,000 | $ 130,000 | $ 216,155 | ||||||
Due to related party | 94,000 | ||||||||
Employee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | 0 | 0 | |||||||
Advances to related party | 88,000 | ||||||||
Interest expense related parties | 57,200 | ||||||||
Prime EFS, Shypdirect and Frank Mazzola [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayment of related party debt | 163,000 | ||||||||
Advances to related party | 75,000 | ||||||||
Former Employee [Member] | Prime EFS, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | 0 | 0 | |||||||
Advances to related party | $ 25,000 | ||||||||
Interest expense related parties | $ 27,500 | ||||||||
Investor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gain on debt extinguishment, net | $ 148,651 |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities | ||
Office leases and truck right of use assets | ||
Less: accumulated amortization into rent expense or cost of sales | ||
Balance of ROU assets as of end of period |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities | ||
Lease liabilities related to office and truck leases right of use assets | ||
Less: current portion of lease liabilities | ||
Lease liabilities – long-term |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss on lease abandonment | $ 1,223,628 | |||||
Operating lease, rent expense | 599,820 | 651,806 | ||||
Sublease income | $ 194,823 | 376,750 | ||||
Minimum [Member] | ||||||
Lease liability, discount rate | 10.00% | |||||
Maximum [Member] | ||||||
Lease liability, discount rate | 12.00% | |||||
Cougar Express [Member] | ||||||
Lease expiration date | Dec. 31, 2021 | |||||
Percetange of rent paid | 200.00% | |||||
Creditors [Member] | ||||||
Operating lease right of use assets | $ 1,445,274 | |||||
Remediation Property for Sale, Abandonment or Disposal [Member] | ||||||
Operating lease liabilities | $ 1,483,460 | |||||
Lease Agreement [Member] | ||||||
Operating lease, expiration period | 2024-02 | 2023-12 | ||||
Operating lease, monthly rent | $ 10,000 | |||||
Payments for security deposit | $ 20,000 | $ 28,000 | ||||
Operating lease, renewal term | 4 years 6 months | |||||
Lease Agreement [Member] | From Lease Commencement Date to Last Day of Second Lease Year [Member] | ||||||
Operating lease, monthly rent | $ 14,000 | |||||
Lease Agreement [Member] | Twenty Fifth Month Of Commencement Date [Member] | ||||||
Operating lease, monthly rent | $ 10,500 | $ 14,420 | ||||
Lease Agreement One [Member] | ||||||
Operating lease, expiration period | 2024-08 | |||||
Operating lease, monthly rent | $ 18,000 | |||||
Payments for security deposit | $ 18,000 | |||||
Operating lease, renewal term | 5 years | |||||
Lease Agreement One [Member] | Twenty Fifth Month Of Commencement Date [Member] | ||||||
Lease description | increase by 3% each lease year |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Four Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 74.50% | |
Revenue Benchmark [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 28.50% | 96.70% |
Revenue Benchmark [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21.60% | |
Revenue Benchmark [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.50% | |
Revenue Benchmark [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.90% | |
Accounts Receivable [Member] | Four Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 48.40% | |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.70% | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.00% | |
Accounts Receivable [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.70% |
SCHEDULE OF RECONCILIATION OF E
SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) at U.S. statutory rate | 21.00% | (21.00%) |
Income tax provision (benefit) – State | 6.50% | 3.97% |
Permanent items | (89.99%) | 19.33% |
Effect of change in valuation allowance | 62.49% | 5.64% |
Effective income tax rate | 0.00% | 0.00% |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 12,004,635 | $ 8,095,756 |
Less: valuation allowance | (12,004,635) | (8,095,756) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $ 46,159,703 | $ 120,600 |
Changes in valuation allowances | $ 3,908,879 | |
Operating loss, description | The 2017 estimated loss carry forward of $120,600 expires on December 31, 2037 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 11, 2022 | Mar. 04, 2022 | Jan. 25, 2022 | Jan. 19, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Jan. 02, 2022 | Jun. 30, 2021 | May 31, 2021 | Mar. 11, 2022 | Mar. 24, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 07, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||
Warrant issued to purchase common stock | 8,644,474 | |||||||||||||||
Warrant exercise price | $ 0.40 | |||||||||||||||
Proceeds from exercise of warrants | $ 4,226,383 | |||||||||||||||
Stock issued, value | $ 502,742 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Stock-based compensation expense | $ 1,999,749 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares vesting during the period | 10,281,018 | |||||||||||||||
Stock issued, value | $ 10,281 | |||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Net proceeds from sale of stock | $ 3,590,500 | |||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Proceeds from exercise of warrants | $ 685,714 | $ 685,714 | $ 285,714 | $ 3,254,955 | ||||||||||||
Series E Preferred Stock [Member] | Placement Agent [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Net proceeds from sale of stock | $ 5,479,560 | |||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||||
Series G Preferred Stock [Member] | Placement Agent [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||
Stock issued during period for warrant exercise | 24,571,429 | |||||||||||||||
Proceeds from exercise of warrants | $ 245,714 | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | On January 3, 2022 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares vesting during the period | 30,531,608 | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Each year quarter through January 3, 2025 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares vesting during the period | 30,531,608 | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares vesting during the period | 122,126,433 | |||||||||||||||
Stock issued, value | $ 1,343,391 | |||||||||||||||
Subsequent Event [Member] | Mr. James Giordano [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Annual officer compensation | $ 250,000 | |||||||||||||||
Subsequent Event [Member] | Three Independent Members [Member] | On March 31, 2022 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of restricted stock awards | 1,363,636.50 | |||||||||||||||
Subsequent Event [Member] | Three Independent Members [Member] | Each year quarter through Decemebr 31, 2022 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of restricted stock awards | 1,363,636.50 | |||||||||||||||
Subsequent Event [Member] | Three Independent Members [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||||
Number of restricted stock awards | 5,454,546 | |||||||||||||||
restricted stock awards, value | $ 60,000 | |||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | On March 31, 2022 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of restricted stock awards | 2,840,909 | |||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Each year quarter through Decemebr 31, 2022 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of restricted stock awards | 2,840,909 | |||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | 0.011 | $ 0.011 | ||||||||||||||
Number of restricted stock awards | 11,363,636 | |||||||||||||||
restricted stock awards, value | $ 125,000 | |||||||||||||||
Subsequent Event [Member] | Current and Former Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock-based compensation expense | $ 250,000 | |||||||||||||||
Subsequent Event [Member] | Current and Former Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||||
Number of restricted stock awards | 22,727,273 | |||||||||||||||
restricted stock awards, value | $ 250,000 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant issued to purchase common stock | 25,000,000 | 70,000,000 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Placement Agent [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant issued to purchase common stock | 19,000,000 | |||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Sebastian Giordano [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, description | the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $ 400,000 as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives. | |||||||||||||||
Annual officer compensation | $ 400,000 | |||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares granted | 122,126,433 | |||||||||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion of stock, shares issued | 75,000,000 | |||||||||||||||
Conversion of stock, shares converted | 19,947 | |||||||||||||||
Subsequent Event [Member] | Series G Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Net proceeds from sale of stock | $ 855,000 | |||||||||||||||
Subsequent Event [Member] | Series G Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sale of stock, shares issued | 25,000 | 70,000 | ||||||||||||||
Warrant issued to purchase common stock | 1,000 | 1,000 | ||||||||||||||
Gross proceeds from sale of stock | $ 250,000 | $ 700,000 | ||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||||||
Payment for placement agent fees | $ 25,000 | $ 70,000 | ||||||||||||||
Net proceeds from sale of stock | $ 225,000 | $ 630,000 | ||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||
Additional paid-in capital stock issuance cost | $ 95,000 |