Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34970 | |
Entity Registrant Name | Transportation and Logistics Systems, Inc. | |
Entity Central Index Key | 0001463208 | |
Entity Tax Identification Number | 26-3106763 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5500 Military Trail | |
Entity Address, Address Line Two | Suite 22-357 | |
Entity Address, City or Town | Jupiter | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33458 | |
City Area Code | (833) | |
Local Phone Number | 764-1443 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,396,601,092 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 5,778,706 | $ 6,067,692 |
Accounts receivable, net | 473,640 | 481,734 |
Prepaid expenses and other current assets | 355,129 | 197,336 |
Total Current Assets | 6,607,475 | 6,746,762 |
OTHER ASSETS: | ||
Security deposit | 39,585 | 33,340 |
Property and equipment, net | 229,424 | 577,205 |
Intangible assets, net | 1,695,852 | 2,177,382 |
Total Other Assets | 1,964,861 | 2,787,927 |
TOTAL ASSETS | 8,572,336 | 9,534,689 |
CURRENT LIABILITIES: | ||
Notes payable, current portion | 283,141 | |
Accounts payable | 301,684 | 312,772 |
Accrued expenses | 368,800 | 212,975 |
Insurance payable | 140,679 | 98,255 |
Accrued compensation and related benefits | 59,813 | 98,964 |
Total Current Liabilities | 870,976 | 1,006,107 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 12,455 | |
Total Long-term Liabilities | 12,455 | |
Total Liabilities | 870,976 | 1,018,562 |
Commitments and Contingencies (See Note 11) | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 3,396,601,092 and 2,926,528,666 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 3,396,601 | 2,926,529 |
Additional paid-in capital | 126,282,689 | 124,604,718 |
Accumulated deficit | (121,978,569) | (119,016,487) |
Total Shareholders’ Equity | 7,701,360 | 8,516,127 |
Total Liabilities and Shareholders’ Equity | 8,572,336 | 9,534,689 |
Series B Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock | 700 | |
Series D Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock | ||
Series E Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock | 21 | 52 |
Series G Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock | $ 618 | $ 615 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 3,396,601,092 | 2,926,528,666 |
Common stock, shares outstanding | 3,396,601,092 | 2,926,528,666 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1,700,000 | 1,700,000 |
Preferred stock, shares issued | 0 | 700,000 |
Preferred stock, shares outstanding | 0 | 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 | 21,418 | 51,605 |
Preferred stock, shares outstanding | 21,418 | 51,605 |
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 | 617,500 | 615,000 |
Preferred stock, shares outstanding | 617,500 | 615,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUES | $ 1,404,560 | $ 1,574,494 | $ 2,663,893 | $ 3,066,193 |
COST OF REVENUES | 1,013,550 | 1,345,538 | 1,984,552 | 3,244,316 |
GROSS PROFIT (LOSS) | 391,010 | 228,956 | 679,341 | (178,123) |
OPERATING EXPENSES: | ||||
Compensation and related benefits | 693,343 | 344,053 | 2,049,753 | 712,662 |
Legal and professional fees | 339,003 | 452,915 | 688,497 | 983,453 |
Rent | 110,957 | 233,601 | 212,294 | 367,556 |
General and administrative expenses | 252,167 | 301,732 | 534,110 | 497,935 |
Loss on lease abandonment | 616,074 | 616,074 | ||
Total Operating Expenses | 1,395,470 | 1,948,375 | 3,484,654 | 3,177,680 |
LOSS FROM OPERATIONS | (1,004,460) | (1,719,419) | (2,805,313) | (3,355,803) |
OTHER INCOME (EXPENSES): | ||||
Interest expense | (1,895) | (135,450) | (9,762) | (218,959) |
Interest expense - related parties | (22,438) | (44,630) | ||
Gain on debt extinguishment, net | 1,505,088 | 1,564,941 | ||
Gain on sale of subsidiary’s assets | 296,689 | 296,689 | ||
Settlement income (expense) | 700 | (227,811) | ||
Other income | 75,787 | 183,822 | ||
Gain related to derivative liabilities | 3,979,289 | 3,284,306 | ||
Total Other Income (Expenses) | 295,494 | 5,402,276 | 59,116 | 4,769,480 |
(LOSS) INCOME BEFORE INCOME TAXES | (708,966) | 3,682,857 | (2,746,197) | 1,413,677 |
Provision for income taxes | ||||
NET (LOSS) INCOME | (708,966) | 3,682,857 | (2,746,197) | 1,413,677 |
Deemed dividends related to beneficial conversion features, and accrued dividends | (106,834) | (156,097) | (215,885) | (985,933) |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (815,800) | $ 3,526,760 | $ (2,962,082) | $ 427,744 |
NET (LOSS) INCOME PER COMMON SHARE - BASIC AND DILUTED | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 3,316,885,235 | 2,125,141,567 | 3,179,603,803 | 1,937,320,808 |
Diluted | 3,316,885,235 | 2,539,874,797 | 3,179,603,803 | 2,352,054,038 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series E Preferred Stock [Member] | Preferred Stock [Member] Series G Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 700 | $ 105 | $ 1,733,848 | $ 104,872,991 | $ (122,621,060) | $ (16,013,416) | |
Beginning balance, shares at Dec. 31, 2020 | 700,000 | 105,378 | 1,733,847,494 | ||||
Net Income (loss) | (2,269,180) | (2,269,180) | |||||
Common stock issued for debt conversion | $ 15,454 | 154,546 | 170,000 | ||||
Common stock issued for debt conversion, shares | 15,454,546 | ||||||
Sales of Series E preferred shares units | $ 311 | 3,257,689 | 3,258,000 | ||||
Sales of Series E preferred shares units, shares | 310,992 | ||||||
Deemed dividend related to beneficial conversion features and accrued dividends | 777,510 | (829,836) | (52,326) | ||||
Ending balance, value at Mar. 31, 2021 | $ 700 | $ 416 | $ 1,749,302 | 109,062,736 | (125,720,076) | (14,906,922) | |
Ending balance, shares at Mar. 31, 2021 | 700,000 | 416,370 | 1,749,302,040 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 700 | $ 105 | $ 1,733,848 | 104,872,991 | (122,621,060) | (16,013,416) | |
Beginning balance, shares at Dec. 31, 2020 | 700,000 | 105,378 | 1,733,847,494 | ||||
Accretion of stock-based compensation | 0 | ||||||
Net Income (loss) | 1,413,677 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 700 | $ 108 | $ 2,485,934 | 109,966,487 | (122,193,316) | (9,740,087) | |
Ending balance, shares at Jun. 30, 2021 | 700,000 | 108,150 | 2,485,934,060 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 700 | $ 105 | $ 1,733,848 | 104,872,991 | (122,621,060) | (16,013,416) | |
Beginning balance, shares at Dec. 31, 2020 | 700,000 | 105,378 | 1,733,847,494 | ||||
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 | |||
Beginning balance, value at Mar. 31, 2021 | $ 700 | $ 416 | $ 1,749,302 | 109,062,736 | (125,720,076) | (14,906,922) | |
Beginning balance, shares at Mar. 31, 2021 | 700,000 | 416,370 | 1,749,302,040 | ||||
Common stock issued for warrant exercise | $ 121,054 | 564,660 | 685,714 | ||||
Common stock issued for warrant exercise, shares | 121,053,570 | ||||||
Common stock issued for conversion of Series E preferred shares | $ (340) | $ 571,296 | (570,956) | ||||
Common stock issued for conversion of Series E preferred shares, shares | (340,346) | 571,296,287 | |||||
Net Income (loss) | 3,682,857 | 3,682,857 | |||||
Common stock issued for debt conversion | $ 44,282 | 329,174 | 373,456 | ||||
Common stock issued for debt conversion, shares | 44,282,163 | ||||||
Sales of Series E preferred shares units | $ 32 | 332,468 | 332,500 | ||||
Sales of Series E preferred shares units, shares | 32,126 | ||||||
Deemed dividend related to beneficial conversion features and accrued dividends | 104,533 | (156,097) | (51,564) | ||||
Beneficial conversion effect related to beneficial conversions | 143,872 | 143,872 | |||||
Ending balance, value at Jun. 30, 2021 | $ 700 | $ 108 | $ 2,485,934 | 109,966,487 | (122,193,316) | (9,740,087) | |
Ending balance, shares at Jun. 30, 2021 | 700,000 | 108,150 | 2,485,934,060 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 700 | $ 52 | $ 615 | $ 2,926,529 | 124,604,718 | (119,016,487) | 8,516,127 |
Beginning balance, shares at Dec. 31, 2021 | 700,000 | 51,605 | 615,000 | 2,926,528,666 | |||
Common stock issued for warrant exercise | $ 24,571 | 221,143 | 245,714 | ||||
Common stock issued for warrant exercise, shares | 24,571,429 | ||||||
Common stock issued for services and future services | $ 161,672 | 88,328 | 250,000 | ||||
Common stock issued for services and future services, shares | 161,671,888 | ||||||
Accretion of stock-based compensation | 586,133 | 586,133 | |||||
Sales of Series G preferred share units | $ 95 | 854,905 | 855,000 | ||||
Sales of Series G preferred share units, shares | 95,000 | ||||||
Common stock issued for conversion of Series E preferred shares | $ (20) | $ 75,000 | (74,980) | ||||
Common stock issued for conversion of Series E preferred shares, shares | (19,947) | 75,000,000 | |||||
Dividends accrued | (109,051) | (109,051) | |||||
Net Income (loss) | (2,037,231) | (2,037,231) | |||||
Ending balance, value at Mar. 31, 2022 | $ 700 | $ 32 | $ 710 | $ 3,187,772 | 126,280,247 | (121,162,769) | 8,306,692 |
Ending balance, shares at Mar. 31, 2022 | 700,000 | 31,658 | 710,000 | 3,187,771,983 | |||
Beginning balance, value at Dec. 31, 2021 | $ 700 | $ 52 | $ 615 | $ 2,926,529 | 124,604,718 | (119,016,487) | 8,516,127 |
Beginning balance, shares at Dec. 31, 2021 | 700,000 | 51,605 | 615,000 | 2,926,528,666 | |||
Accretion of stock-based compensation | 790,167 | ||||||
Net Income (loss) | (2,746,197) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 21 | $ 618 | $ 3,396,601 | 126,282,689 | (121,978,569) | 7,701,360 | |
Ending balance, shares at Jun. 30, 2022 | 21,418 | 617,500 | 3,396,601,092 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 700 | $ 32 | $ 710 | $ 3,187,772 | 126,280,247 | (121,162,769) | 8,306,692 |
Beginning balance, shares at Mar. 31, 2022 | 700,000 | 31,658 | 710,000 | 3,187,771,983 | |||
Common stock issued for warrant exercise | $ 40,086 | (40,086) | |||||
Common stock issued for warrant exercise, shares | 40,086,207 | ||||||
Common stock issued for services and future services | $ 969 | 9,031 | 10,000 | ||||
Common stock issued for services and future services, shares | 969,149 | ||||||
Accretion of stock-based compensation | 204,034 | 204,034 | |||||
Common stock issued for conversion of Series E preferred shares | $ (11) | $ 38,501 | (62,490) | (24,000) | |||
Common stock issued for conversion of Series E preferred shares, shares | (10,240) | 38,500,868 | |||||
Dividends accrued | (106,834) | (106,834) | |||||
Net Income (loss) | (708,966) | (708,966) | |||||
Common stock issued for conversion of Series G preferred shares | $ (92) | $ 129,273 | (108,047) | 21,134 | |||
Common stock issued for conversion of Series G preferred shares, shares | (92,500) | 129,272,885 | |||||
Cancellation of Series B preferred in connection with settlement | $ (700) | (700) | |||||
Cancellation of Series B preferred in connection with settlement, shares | (700,000) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 21 | $ 618 | $ 3,396,601 | $ 126,282,689 | $ (121,978,569) | $ 7,701,360 | |
Ending balance, shares at Jun. 30, 2022 | 21,418 | 617,500 | 3,396,601,092 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net (loss) income | $ (708,966) | $ (2,037,231) | $ 3,682,857 | $ (2,269,180) | $ (2,746,197) | $ 1,413,677 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||
Depreciation and amortization expense | 377,500 | 293,616 | |||||
Amortization of debt discount to interest expense | 83,548 | ||||||
Stock-based compensation | 1,040,167 | ||||||
Stock-based professional fees | 8,333 | ||||||
Gain from sale of subsidiary’s assets | (296,689) | ||||||
Gain related to derivative liabilities, net | (3,979,289) | (3,284,306) | |||||
Non-cash portion of gain on extinguishment of debt, net | (1,564,941) | ||||||
Non-cash portion of gain on settlement | (700) | ||||||
Loss on lease abandonment | 616,074 | 616,074 | |||||
Rent expense | 2,119 | ||||||
Bad debt recovery | (11,240) | ||||||
Other non-cash gain | (11,808) | ||||||
Change in operating assets and liabilities: | |||||||
Accounts receivable | 8,094 | 226,268 | |||||
Prepaid expenses and other current assets | (156,126) | 34,917 | |||||
Security deposit | (6,245) | 61,000 | |||||
Accounts payable and accrued expenses | (50,014) | 264,692 | |||||
Insurance payable | 42,424 | (14,720) | |||||
Accrued compensation and related benefits | (39,151) | (28,330) | |||||
NET CASH USED IN OPERATING ACTIVITIES | (1,818,604) | (1,919,434) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Cash acquired in acquisition | 10,031 | ||||||
Cash used for acquisitions | (2,133,146) | ||||||
Cash proceeds from sale of subsidiary’s assets | 748,500 | ||||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 748,500 | (2,123,115) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Net proceeds from sale of series E preferred share units | 3,590,500 | ||||||
Payment of liquidated damages on Series E preferred shares | (24,000) | ||||||
Net proceeds from sale of series G preferred share units | 855,000 | ||||||
Proceeds from exercise of warrants | 245,714 | 685,714 | $ 4,226,383 | ||||
Repayment of notes payable | (295,596) | (195,697) | |||||
Net proceeds (payments) of related party advances | 14,630 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 781,118 | 4,095,147 | |||||
NET (DECREASE) INCREASE IN CASH | (288,986) | 52,598 | |||||
CASH, beginning of period | $ 6,067,692 | $ 579,283 | 6,067,692 | 579,283 | 579,283 | ||
CASH, end of period | $ 5,778,706 | $ 631,881 | 5,778,706 | 631,881 | $ 6,067,692 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||
Interest | 9,762 | 67,839 | |||||
Income taxes | |||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Conversion of debt and accrued interest for common stock | 543,457 | ||||||
Reclassification of due to related parties to accrued expenses | 94,000 | ||||||
Deemed dividend related to price protection and beneficial conversion features | 882,043 | ||||||
Conversion of Series E preferred stock to common stock | 31 | ||||||
Conversion of Series G preferred stock and accrued dividends to common stock | 21,226 | ||||||
Accrual of preferred stock dividends | 215,885 | ||||||
Issuance of common stock for future services | 5,000 | ||||||
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 | 79,138 | ||||||
Notes payable | 1,491,458 | ||||||
Lease liabilities | 44,388 | ||||||
Total liabilities assumed | 1,747,139 | ||||||
Increase in intangible assets - non-cash | $ 517,046 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022, four customers accounted for 70.0 51.1 3,066,193 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 April 28, 2022, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement” with a third party (the “Buyer”). Pursuant to the Asset Purchase Agreement, Shyp FX sold substantially all its asset and specific liabilities to the Buyer. The Asset Purchase Agreement closed in June 2022 (See Note 3). On November 16, 2020, the Company formed a wholly owned subsidiary, TLSS Acquisition, Inc., a company incorporated under the laws of the State of Delaware (“TLSS Acquisition”). On March 24, 2021, TLSS Acquisition acquired all of the issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state area (“Cougar Express”). Cougar Express was a family-owned full-service transportation business that has been in operation for more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country (See Note 3). TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 On February 21, 2021, the Company formed a wholly owned subsidiary, Shyp CX, Inc., a company incorporated under the laws of the State of New York (“Shyp CX”). Shyp CX does not engage in any revenue-generating operations. On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all of the Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, Prime EFS and Shypdirect, together referred to as the “Assignors”, executed Deeds of Assignment, assigning all their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating judicial proceedings. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021 (See Note 10). The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023. The Company’s results of operations for the six months ended June 30, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021, the filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. Unless the context otherwise requires, TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and its deconsolidated subsidiaries, Prime EFS and Shypdirect, whose results of operations for the six months ended June 30, 2021 are included in the results of the Company prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey, are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation and principles of consolidation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim condensed consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 31, 2022. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for the six months ended June 30, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 The unaudited condensed consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, 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 unaudited condensed 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 $ 2,805,313 3,355,803 During the year ended December 31, 2021, the Company issued an aggregate of 343,118 3,590,500 615,000 5,479,560 4,226,383 855,000 245,714 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. Use of estimates The preparation of the unaudited condensed consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying unaudited condensed consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Fair value of financial instruments The Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures , The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. As of June 30, 2022 and December 31, 2021, the Company had no assets and liabilities measured at fair value on a recurring basis. 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 Gain on extinguishment of debt related to repayment or conversion of debt - (896,881 ) Change in fair value included in derivative gain - (3,284,306 ) Balance at end of period $ - $ - The Company accounted for its derivative financial instruments, which consisted of certain conversion options embedded in 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 The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, insurance payable, and other payables approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Cash and cash equivalents For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On June 30, 2022 and December 31, 2021, 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 June 30, 2022, cash in bank in excess of FDIC insured levels amounted to approximately $ 5,247,000 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 Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Deconsolidation of subsidiaries The Company accounts for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the six months ended June 30, 2022 and 2021, the Company believes that it operates in one operating segment related to deliveries for on-line retailers in New York, New Jersey, Pennsylvania and other areas, and tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office. Derivative financial instruments The Company had certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluated all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging 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 Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 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) income per share Pursuant to ASC 260-10-45, basic (loss) income per common share is computed by dividing net (loss) income attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted (loss) income per share is computed by dividing net (loss) income attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method) and shares issuable for convertible debt and Series B, E and G preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. The following table presents a reconciliation of basic and diluted net (loss) income per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net (loss) income per common share - basic: Net (loss) income attributable to common stockholders $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744 Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808 Net (loss) income per common share – basic $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Net (loss) income per common share - diluted: Net (loss) income attributable to common shareholders – basic $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744 Add: Series E dividends - 156,097 - 985,933 Numerator for net (loss) income per common share – diluted $ (815,800 ) $ 3,682,857 $ (2,962,082 ) $ 1,413,677 Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808 Add: dilutive shares related to: Warrants - 270,461,130 - 270,461,130 Series E preferred - 144,272,100 - 144,272,100 Weighted average common shares outstanding – diluted 3,316,885,235 2,539,874,797 3,179,603,803 2,352,054,038 Net (loss) income per common share – diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the six months ended June 30, 2022 and 2021 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING June 30, 2022 June 30, 2021 Stock warrants 1,258,008,109 30,622,278 Stock options 80,000 80,000 Series B convertible preferred stock - 700,000 Series E convertible preferred stock 28,571,600 - Series G convertible preferred stock 617,500,000 - Antidilutive securities excluded from computation of earnings per share 1,904,159,709 31,402,278 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the unaudited condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our unaudited condensed consolidated financial position, results of operations or cash flows upon adoption. |
ACQUISITIONS AND DISPOSITION
ACQUISITIONS AND DISPOSITION | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSITION | NOTE 3 – ACQUISITIONS AND DISPOSITION Acquisitions On January 15, 2021, through Shyp FX, the Company executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”), including last-mile delivery services using vans and box trucks. The purchase price was $ 100,000 400,000 On March 24, 2021, TLSS Acquisition acquired all 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 The assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. 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 six months ended June 30, 2022 and 2021, acquisition and transaction related expenses primarily consisted of legal fees of approximately $ 0 8,200 Sale of Shyp FX assets On June 21, 2022, the Company sold substantially all of the assets of Shyp FX in an all-cash transaction. The purchaser was Farhoud Logistics Inc., a New Jersey corporation, an unrelated party. Under the terms of the sale, The Company sold the assets of Shyp FX consisting of transportation equipment and other equipment and the business of Shyp FX for $ 825,000 748,500 75,000 1,500 25,000 296,689 SCHEDULE OF GAIN ON SALE OF SUBSIDIARY ASSETS Amount Total sale price consideration received $ 825,000 Less: Commissions and other fees paid 76,500 Write-off of unamortized intangible assets 194,505 Net book value of property and equipment sold 257,306 Cost of sale of assets 528,311 Gain on sale of subsidiaries asset’s $ 296,689 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE On June 30, 2022 and December 31, 2021, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE June 30, 2022 December 31, 2021 Accounts receivable $ 473,640 $ 481,734 Allowance for doubtful accounts - - Accounts receivable, net $ 473,640 $ 481,734 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT On June 30, 2022 and December 31, 2021, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life June 30, 2022 December 31, 2021 Delivery trucks and vehicles 3 5 $ 368,820 $ 747,889 Equipment 1 5 31,301 51,301 Subtotal 400,121 799,190 Less: accumulated depreciation (170,697 ) (221,985 ) Property and equipment, net $ 229,424 $ 577,205 On June 21, 2022, in connection with the sale of net assets of Shyp FX, the Company sold delivery trucks and equipment with a net book value of $ 257,306 For the six months ended June 30, 2022 and 2021, depreciation expense is included in general and administrative expenses and amounted to $ 90,475 113,781 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS On June 30, 2022 and December 31, 2021, intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful life June 30, 2022 December 31, 2021 Customer relations 3 5 $ 2,123,768 2,497,217 Non-compete agreement 5 150,000 150,000 Intangible assets gross 2,273,768 2,647,217 Less: accumulated amortization (577,916 ) (469,835 ) Intangible assets net $ 1,695,852 $ 2,177,382 On June 21, 2022, in connection with the sale of net assets of Shyp FX, the Company wrote off the remaining net book value of intangible assets related to the acquisition of Shyp FX of $ 194,505 For the six months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $ 287,025 179,835 Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending June 30: Amount 2023 $ 454,754 2024 454,754 2025 454,754 2026 331,590 Total $ 1,695,852 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 7 – CONVERTIBLE PROMISSORY NOTES PAYABLE 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 included, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law From the original issue date of a Q1/Q2 2020 Note until such Q1/Q2 2020 Note was no longer outstanding, such Q1/Q2 2020 Note was convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the holder. The “Conversion Price” in effect on any Conversion Date (as defined in the Q1/Q2 2020 Notes) means, as of any date of determination, $0.40 per share, subject to adjustment as provided therein and summarized below. If an Event of Default (as defined in the Q1/Q2 2020 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the Q1/Q2 2020 Notes were convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the Q1/Q2 2020 Notes) during the 20 consecutive Trading Day (as defined in the Q1/Q2 2020 Notes) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of Common Stock outstanding 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 Due to the default of amortization payments due on our August 2019 Notes and other notes, in 2020, the Q1/Q2 2020 Notes were deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30 620,400 18 and 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 $ 620,400 44,000 664,400 28,358,841 277,916 0 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 April 20 Note 10 41,500 415,000 6 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Until the April 20 Note was no longer outstanding, it was convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date (as defined in the April 20 Note) means, as of any Conversion Date or other date of determination, the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the April 20 Note) during the 20 consecutive Trading Day (as defined in the April 20 Note) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion Due to the default of August 2019 Note Amortization Payments due on our August 2019 Notes and other notes, the April 20 Note was deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30% which amounted to approximately $ 136,950 18 During the three months ended June 30, 2021, the Company issued 15,923,322 95,540 0 Other convertible debt On August 28, 2020, a note payable with a principal balance due of $ 185,000 185,000 7,500 20.000 15,000 15,454,546 0 Summary of derivative liabilities During the six months ended June 30, 2021, 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 Expected dividend rate - Expected term (in years) 0.75 5.00 Volatility 169.7 367.0 % Risk-free interest rate 0.04 0.87 % For the six months ended June 30, 2022 and 2021, amortization of debt discounts related to convertible notes amounted to $ 0 83,548 18.0 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
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 0 100,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 On March 24, 2021, in connection with the acquisition of Cougar Express, the Company issued a promissory note in the amount of $ 350,000 The principal amount of $ 350,000 175,000 6 0 175,000 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 In connection with the acquisition of DDTI, the Company assumed several truck notes payable liabilities due to entities. On June 30, 2022 and December 31, 2021, truck notes payable to these entities amounted to $ 0 17,985 In connection with the acquisition of Cougar Express, the Company assumed several equipment notes payable liabilities due to entities. On June 30, 2022 and December 31, 2021, equipment notes payable to these entities amounted to $ 0 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 Line of credit Through December 2021, the Company’s subsidiary, Cougar Express, maintained a $ 5,000 0 On June 30, 2022 and December 31, 2021, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Principal amounts $ - $ 295,596 Less: current portion of notes payable - (283,141 ) Notes payable – long-term $ - $ 12,455 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 9– SHAREHOLDERS’ EQUITY Preferred stock 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 700,000 700,000 700,000 700 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Series D preferred shares The Board of Directors (the “ Board 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 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. 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 , TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the “Make Good Amount”) “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 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 6 152,450 140,872 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Approval of at least a majority of the outstanding Series E is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series E, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series E in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series E; (c) issue any Series D Convertible Preferred Stock, (d) issue any Series E in excess of 562,250 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 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 These Series E preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the unaudited condensed consolidated balance sheet was appropriate. As per the terms of the Series E preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% 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 During the three months ended March 31, 2022, the Company issued 75,000,000 19,947 During the three months ended June 30, 2022, the Company issued 38,500,868 10,240 24,000 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 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 6 183,173 0 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Approval of at least two-thirds of the outstanding Series G is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series G, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series G in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series G; (c) issue any Series E or Series D Convertible Preferred Stock, (d) issue any Series G in excess of 1,000,000 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 On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 70,000,000 1,000 700,000 10.00 70,000 630,000 25,000 25,000,000 1,000 250,000 10.00 25,000 225,000 0.01 19,000,000 0.01 95,000 In connection with the Series G Offerings, the Company entered into Registration Rights Agreements (the “ Series G Registration Rights Agreements Event Event Date S-1 Registration Statement Filing Date TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 These Series G preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the unaudited condensed consolidated balance sheet was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series G preferred stock is classified as permanent equity. The Company concluded that the Series G Preferred Stock represented an equity host and, therefore, the redemption feature of the Series G Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series G Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series G Preferred Stock were not considered an embedded derivative that required bifurcation. In connection with issuance of the Series G, on December 31, 2021, the Company paid the placement agent cash of $ 609,507 123,000,000 0.01 609,507 In connection with issuance of the Series G, during the six months ended June 30, 2022, the Company paid the placement agent cash of $ 95,000 19,000,000 0.01 95,000 During the three months ended June 30, 2022, the Company issued 129,272,885 92,500 21,134 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Shares issued in connection with conversion of convertible debt and interest 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 95,540 143,872 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 On January 19, 2022, the Company issued 75,000,000 19,947 On April 13, 2022, the Company issued 38,500,868 10,240 24,000 Shares issued upon exercise of warrants 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 March 31, 2022, the Company issued 24,571,429 245,714 24,571,429 0.01 During the three months ended June 30, 2022, the Company issued 40,086,207 22,142,857 Shares issued for compensation On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 1,343,391 0.011 30,531,608 30,531,608 1,343,391 On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of 5,454,546 60,000 0.011 1,363,636.50 1,363,636.50 60,000 On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 125,000 0.011 2,840,909 2,840,909 125,000 During the six months ended June 30, 2022 and 2021, aggregate accretion of stock-based compensation expense on the above granted shares amounted to $ 790,167 0 738,224 0.50 2.50 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 250,000 0.011 250,000 250,000 On February 1, 2022 and amended on May 1, 2022, the Company issued an aggregate of 969,149 10,000 0.008 0.014 10,000 8,333 1,667 The following table summarizes activity related to non-vested shares: SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES Number of Weighted Non-vested, December 31, 2021 - $ - Granted 138,944,615 0.011 Shares vested (38,940,700 ) (0.011 ) Non-vested, June 30, 2022 100,003,915 $ 0.011 Warrants Warrants exercised in connection with Series E preferred shares In connection with the sale of Series E preferred shares, during the six months ended June 30, 2021, the Company issued warrants to purchase 457,714,289 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 March 31, 2022, the Company issued 24,571,429 245,714 24,571,429 0.01 During the three months ended June 30, 2022, the Company issued 40,086,207 22,142,857 Warrants issued in connection with Series G preferred shares In connection with the sale of Series G preferred shares, during the six months ended June 30, 2022, the Company issued warrants to purchase 95,000,000 0.01 19,000,000 0.01 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Warrant activities for the six months ended June 30, 2022 are summarized as follows: SUMMARY OF WARRANT ACTIVITIES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2021 1,190,722,395 $ 0.015 4.7 $ 3,831,380 Granted 114,000,000 0.010 Exercises (46,714,286 ) 0.010 Balance Outstanding June 30, 2022 1,258,008,109 $ 0.014 4.3 $ 0 Exercisable, June 30, 2022 1,258,008,109 $ 0.014 4.3 $ 0 Stock options Stock option activities for the six months ended June 30, 2022 are summarized as follows: SUMMARY OF STOCK OPTION ACTIVITIES Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Balance Outstanding December 31, 2021 80,000 $ 8.85 3.3 $ - Granted/Cancelled - - Balance Outstanding June 30, 2022 80,000 $ 8.85 2.3 $ - Exercisable, June 30, 2022 60,000 $ 8.85 2.3 $ - |
ASSIGNMENT FOR THE BENEFIT OF C
ASSIGNMENT FOR THE BENEFIT OF CREDITORS | 6 Months Ended |
Jun. 30, 2022 | |
Assignment For Benefit Of Creditors | |
ASSIGNMENT FOR THE BENEFIT OF CREDITORS | NOTE 10 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignments for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, here Prime EFS and Shypdirect, together referred to as the “assignors”, executed Deeds of Assignment, assigning all of their assets to an Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. Due to the termination of their respective agreements with Amazon, Prime EFS and Shypdirect became insolvent and unable to pay their debts when they became due. Accordingly, the Company deemed it to be desirable and in the best interest of Prime EFS and Shypdirect and its creditors to make an assignment of all of Prime EFS and Shypdirect’s assets for the benefit of the Prime EFS and Shypdirect’s creditors in accordance with the ABC Statute. On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. The Company’s results of operations for the six months ended June 30, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 In order to deconsolidate Prime EFS and Shypdirect, the carrying values of the assets and liabilities of Prime EFS and Shypdirect were removed from the Company’s consolidated balance sheet as of September 7, 2021. In connection with the deconsolidation, the Company recognized a gain on deconsolidation of subsidiaries of $ 12,363,449 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, we may be involved in litigation or received claims arising out of our operations in the normal course of business. Other than discussed below, we are not currently a party to any other legal proceeding or are aware of claims that we believe would, if decided adversely, have a material adverse effect on our business, financial condition, or operating results. We also disclose any recent settlements and accruals taken in connection therewith, whether material or not. Disputes Between ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was a party to an arbitration with two companies, ELRAC LLC (“ELRAC”), and Enterprise Leasing Company of Philadelphia, LLC (“ELC”). As previously disclosed, since the Company deconsolidated Prime EFS effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, as of December 31, 2021, the Company’s consolidated balance sheet no longer included an accrual for this matter. Solely to avoid the expense and distraction of the matter, effective March 31, 2022, the Company and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, settled the above matter for a single payment, by TLSS, to ERLAC and ELC, in an immaterial amount. Pursuant to the settlement, the Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand. In connection with this settlement, in April 2022, the Company paid ERLAC and ELC $ 30,000 Bellridge Capital, L.P. v. TLSS and Mercadante On September 11, 2020, a prior lender to the Company, Bellridge Capital, LP. filed a civil action against TLSS, 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 inter alia TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 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 the Company and Mercadante. This mater, the “ Bellridge State Court Action On June 4, 2021, the Company and Mercadante moved to dismiss the Bellridge State Court 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 March 2022 mediation. On April 29, 2022, all parties to the Bellridge State Court Action agreed to settle the case and exchange mutual general releases for a cash payment by the Company to Bellridge of $ 250,000 227,111 In partial consideration for the settlement, the Company and Bellridge also cancelled the 700,000 SCS, LLC v. TLSS On January 14, 2021, a former financial consultant to the Company, SCS, LLC, filed an action against the Company in the Circuit Court of the 15 th SCS, LLC v. Transportation and Logistics Systems, Inc. In this action, SCS alleges that it entered into a renewable six-month consulting agreement with the Company dated September 5, 2019 and that the Company failed to make certain monthly payments due thereunder for the months of October 2019 through March 2020, summing to $ 42,000 quantum meruit On February 9, 2021, the Company filed its answer, defenses and counterclaims in this action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also avers, in its counterclaims, that SLS owes the Company damages in excess of the $ 42,000 A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case. The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously. Because there have been no further filings or proceedings on this case since April 2022, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. However, the demand remains $ 42,000 Shareholder Derivative Action On June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15 th 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the 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 The Court is scheduled to hear argument on all defendants’ MTD on September 9, 2022. While they hope to prevail on the motion, win or lose, Company management and Ascentaur LLC advise that they believe the action is frivolous and intend to mount a vigorous defense to this action, as they believe the action to be entirely bereft of merit. It is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 On November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against the insurance company in an effort to obtain defense and indemnity for this action. On May 21, 2021, Prime EFS and Shypdirect also filed in action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for the Mercedes-Mejia action from the insurance brokerage, Acrisure LLC, which sold the County Hall insurance policy to Prime. On August 19, 2021, the Plaintiff filed a motion for leave to file a first amended complaint to name four (4) additional parties as defendants – TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. On September 16, 2021, each of these entities filed papers in opposition to this motion. On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint herein, thus adding TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. as Defendants. On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action. On November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled their Third-Party Complaint against Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the Third-Party Complaint, denying its material allegations. Under the currently operative pre-trial order, the discovery period in this action has been extended to December 2, 2022. All Defendants in this action intend to vigorously defend 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. 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 sought to evict the tenants forthwith and to collect $ 51,079.78 51,079.78 By stipulation filed with the Court on May 19, 2022, this matter was settled and terminated. Pursuant to the settlement, Cougar agreed to pay, and paid, certain unpaid common charges of $ 8,016.25 33,275 COR Holdings, LLC In the second quarter of 2022, COR Holdings LLC, a lender to the Company’s former Prime EFS subsidiary, made an informal (email) demand that it be issued 3,882,480 97,062.00 0.025 August 28, 2021 Ryder Truck Rental, Inc. In the first quarter of 2022, an attorney representing Ryder Truck Rental issued a letter to certain former officers and employees of the Company’s former Shypdirect subsidiary, demand payment of $ 308,240.65 1,141,211.55 434,835.66 6,500 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 Other than discussed above, as of June 30, 2022, and as of the date of this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on results of our operations. Employment agreements On January 3, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $ 400,000 122,126,433 On January, 3, 2022, the Company retained the services of Mr. James Giordano (no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., a LTL/line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James Giordano’s employment with the Company is at will. He will receive annual compensation of $ 250,000 11,363,636 125,000 0.011 2,840,909 2,840,909 125,000 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 12– RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties On December 22, 2020, the Company’s former chief executive officer advanced the Company $ 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 January 3, 2021 CEO Note Maturity Date 18 500,000 240,822 600,000 During the six months ended June 30, 2021, interest expense associated with advances from related parties and related party notes payable amounted to $ 44,630 |
CONCENTRATIONS
CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 13 – CONCENTRATIONS For the six months ended June 30, 2022, four customers represented 70.0 19.8 20.4 19.8 10.0 51.1 17.7 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 On June 30, 2022, three customers, represented 46.7 16.2 20.3 10.2 48.4 22.7 13.0 12.7 All revenues are derived from customers in the United States. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Acquisition On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area (“JFK Cartage”). Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “Seller”). The effective date of the acquisition was July 31, 2022 3.6 2.0 30,000 Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $ 1,700,000 The Company: (i) paid $ 401,552 696,935 98,448 25 598,487 199,496 5.0 503,065 151,389 1,098,487 401,552 696,935 503,065 151,389 The assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Based upon the preliminary purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition: SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION JFK Cartage Assets acquired: Cash $ 35,758 Accounts receivable 221,664 Property and equipment 35,326 Security deposit 97,477 Intangible assets 1,362,616 Total assets acquired at fair value 1,752,841 Liabilities assumed: SBA loan payable 503,065 Accounts payable and accrued expenses 115,362 Other notes payable 35,927 Total liabilities assumed 654,354 Net assets acquired $ 1,098,487 Purchase consideration paid: Cash paid $ 401,552 Promissory note 696,935 Total purchase consideration paid $ 1,098,487 Employment Agreement On July 6, 2022, the Company entered into a definitive Employment Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for “cause” as defined in such agreement. Annual base compensation is $ 250,000 125,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim condensed consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 31, 2022. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for the six months ended June 30, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 The unaudited condensed consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, 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 unaudited condensed 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 $ 2,805,313 3,355,803 During the year ended December 31, 2021, the Company issued an aggregate of 343,118 3,590,500 615,000 5,479,560 4,226,383 855,000 245,714 |
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 unaudited condensed consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying unaudited condensed consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, the valuation of beneficial conversion features, and the value of claims against the Company. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
Fair value of financial instruments | Fair value of financial instruments The Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures , The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. As of June 30, 2022 and December 31, 2021, the Company had no assets and liabilities measured at fair value on a recurring basis. 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 Gain on extinguishment of debt related to repayment or conversion of debt - (896,881 ) Change in fair value included in derivative gain - (3,284,306 ) Balance at end of period $ - $ - The Company accounted for its derivative financial instruments, which consisted of certain conversion options embedded in 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 The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, insurance payable, and other payables approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
Cash and cash equivalents | Cash and cash equivalents For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On June 30, 2022 and December 31, 2021, 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 June 30, 2022, cash in bank in excess of FDIC insured levels amounted to approximately $ 5,247,000 |
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 Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
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 six months ended June 30, 2022 and 2021, the Company believes that it operates in one operating segment related to deliveries for on-line retailers in New York, New Jersey, Pennsylvania and other areas, and tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office. |
Derivative financial instruments | Derivative financial instruments The Company had certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluated all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging 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 Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
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) income per share | Basic and diluted (loss) income per share Pursuant to ASC 260-10-45, basic (loss) income per common share is computed by dividing net (loss) income attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted (loss) income per share is computed by dividing net (loss) income attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method) and shares issuable for convertible debt and Series B, E and G preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. The following table presents a reconciliation of basic and diluted net (loss) income per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net (loss) income per common share - basic: Net (loss) income attributable to common stockholders $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744 Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808 Net (loss) income per common share – basic $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Net (loss) income per common share - diluted: Net (loss) income attributable to common shareholders – basic $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744 Add: Series E dividends - 156,097 - 985,933 Numerator for net (loss) income per common share – diluted $ (815,800 ) $ 3,682,857 $ (2,962,082 ) $ 1,413,677 Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808 Add: dilutive shares related to: Warrants - 270,461,130 - 270,461,130 Series E preferred - 144,272,100 - 144,272,100 Weighted average common shares outstanding – diluted 3,316,885,235 2,539,874,797 3,179,603,803 2,352,054,038 Net (loss) income per common share – diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the six months ended June 30, 2022 and 2021 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING June 30, 2022 June 30, 2021 Stock warrants 1,258,008,109 30,622,278 Stock options 80,000 80,000 Series B convertible preferred stock - 700,000 Series E convertible preferred stock 28,571,600 - Series G convertible preferred stock 617,500,000 - Antidilutive securities excluded from computation of earnings per share 1,904,159,709 31,402,278 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 |
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 unaudited condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our unaudited condensed consolidated financial position, results of operations or cash flows upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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 Gain on extinguishment of debt related to repayment or conversion of debt - (896,881 ) Change in fair value included in derivative gain - (3,284,306 ) Balance at end of period $ - $ - |
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | The following table presents a reconciliation of basic and diluted net (loss) income per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net (loss) income per common share - basic: Net (loss) income attributable to common stockholders $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744 Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808 Net (loss) income per common share – basic $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Net (loss) income per common share - diluted: Net (loss) income attributable to common shareholders – basic $ (815,800 ) $ 3,526,760 $ (2,962,082 ) $ 427,744 Add: Series E dividends - 156,097 - 985,933 Numerator for net (loss) income per common share – diluted $ (815,800 ) $ 3,682,857 $ (2,962,082 ) $ 1,413,677 Weighted average common shares outstanding – basic 3,316,885,235 2,125,141,567 3,179,603,803 1,937,320,808 Add: dilutive shares related to: Warrants - 270,461,130 - 270,461,130 Series E preferred - 144,272,100 - 144,272,100 Weighted average common shares outstanding – diluted 3,316,885,235 2,539,874,797 3,179,603,803 2,352,054,038 Net (loss) income per common share – diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 |
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 six months ended June 30, 2022 and 2021 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING June 30, 2022 June 30, 2021 Stock warrants 1,258,008,109 30,622,278 Stock options 80,000 80,000 Series B convertible preferred stock - 700,000 Series E convertible preferred stock 28,571,600 - Series G convertible preferred stock 617,500,000 - Antidilutive securities excluded from computation of earnings per share 1,904,159,709 31,402,278 |
ACQUISITIONS AND DISPOSITION (T
ACQUISITIONS AND DISPOSITION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 GAIN ON SALE OF SUBSIDIARY ASSETS | SCHEDULE OF GAIN ON SALE OF SUBSIDIARY ASSETS Amount Total sale price consideration received $ 825,000 Less: Commissions and other fees paid 76,500 Write-off of unamortized intangible assets 194,505 Net book value of property and equipment sold 257,306 Cost of sale of assets 528,311 Gain on sale of subsidiaries asset’s $ 296,689 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | On June 30, 2022 and December 31, 2021, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE June 30, 2022 December 31, 2021 Accounts receivable $ 473,640 $ 481,734 Allowance for doubtful accounts - - Accounts receivable, net $ 473,640 $ 481,734 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | On June 30, 2022 and December 31, 2021, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life June 30, 2022 December 31, 2021 Delivery trucks and vehicles 3 5 $ 368,820 $ 747,889 Equipment 1 5 31,301 51,301 Subtotal 400,121 799,190 Less: accumulated depreciation (170,697 ) (221,985 ) Property and equipment, net $ 229,424 $ 577,205 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | On June 30, 2022 and December 31, 2021, intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful life June 30, 2022 December 31, 2021 Customer relations 3 5 $ 2,123,768 2,497,217 Non-compete agreement 5 150,000 150,000 Intangible assets gross 2,273,768 2,647,217 Less: accumulated amortization (577,916 ) (469,835 ) Intangible assets net $ 1,695,852 $ 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 June 30: Amount 2023 $ 454,754 2024 454,754 2025 454,754 2026 331,590 Total $ 1,695,852 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL | During the six months ended June 30, 2021, 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 Expected dividend rate - Expected term (in years) 0.75 5.00 Volatility 169.7 367.0 % Risk-free interest rate 0.04 0.87 % |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | On June 30, 2022 and December 31, 2021, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Principal amounts $ - $ 295,596 Less: current portion of notes payable - (283,141 ) Notes payable – long-term $ - $ 12,455 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES | The following table summarizes activity related to non-vested shares: SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES Number of Weighted Non-vested, December 31, 2021 - $ - Granted 138,944,615 0.011 Shares vested (38,940,700 ) (0.011 ) Non-vested, June 30, 2022 100,003,915 $ 0.011 |
SUMMARY OF WARRANT ACTIVITIES | Warrant activities for the six months ended June 30, 2022 are summarized as follows: SUMMARY OF WARRANT ACTIVITIES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2021 1,190,722,395 $ 0.015 4.7 $ 3,831,380 Granted 114,000,000 0.010 Exercises (46,714,286 ) 0.010 Balance Outstanding June 30, 2022 1,258,008,109 $ 0.014 4.3 $ 0 Exercisable, June 30, 2022 1,258,008,109 $ 0.014 4.3 $ 0 |
SUMMARY OF STOCK OPTION ACTIVITIES | Stock option activities for the six months ended June 30, 2022 are summarized as follows: SUMMARY OF STOCK OPTION ACTIVITIES Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Balance Outstanding December 31, 2021 80,000 $ 8.85 3.3 $ - Granted/Cancelled - - Balance Outstanding June 30, 2022 80,000 $ 8.85 2.3 $ - Exercisable, June 30, 2022 60,000 $ 8.85 2.3 $ - |
ASSIGNMENT FOR THE BENEFIT OF_2
ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION | 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 |
JFK Cartage [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION | SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION JFK Cartage Assets acquired: Cash $ 35,758 Accounts receivable 221,664 Property and equipment 35,326 Security deposit 97,477 Intangible assets 1,362,616 Total assets acquired at fair value 1,752,841 Liabilities assumed: SBA loan payable 503,065 Accounts payable and accrued expenses 115,362 Other notes payable 35,927 Total liabilities assumed 654,354 Net assets acquired $ 1,098,487 Purchase consideration paid: Cash paid $ 401,552 Promissory note 696,935 Total purchase consideration paid $ 1,098,487 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 18, 2018 | |
Product Information [Line Items] | |||||
Revenue from contract with customer, excluding assessed tax | $ 1,404,560 | $ 1,574,494 | $ 2,663,893 | $ 3,066,193 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Shypdirect's Mid-mile and Long-haul business [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 51.10% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Four Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 70% | ||||
Prime EFS, LLC [Member] | |||||
Product Information [Line Items] | |||||
Membership interest percentage | 100% |
SCHEDULE OF RECONCILIATION OF D
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 4,181,187 | |
Gain on extinguishment of debt related to repayment or conversion of debt | (896,881) | |
Change in fair value included in derivative gain expense | (3,284,306) | |
Balance at end of period |
SCHEDULE OF RECONCILIATION OF B
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net (loss) income per common share - basic: | ||||
Net (loss) income attributable to common shareholders – basic | $ (815,800) | $ 3,526,760 | $ (2,962,082) | $ 427,744 |
Weighted average common shares outstanding – basic | 3,316,885,235 | 2,125,141,567 | 3,179,603,803 | 1,937,320,808 |
Net (loss) income per common share – basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net (loss) income per common share - diluted: | ||||
Add: Series E dividends | $ 156,097 | $ 985,933 | ||
Numerator for net (loss) income per common share – diluted | (815,800) | 3,682,857 | (2,962,082) | 1,413,677 |
Add: dilutive shares related to: | ||||
Warrants | 270,461,130 | 270,461,130 | ||
Series E preferred | $ 144,272,100 | $ 144,272,100 | ||
Weighted average common shares outstanding – diluted | 3,316,885,235 | 2,539,874,797 | 3,179,603,803 | 2,352,054,038 |
Net (loss) income per common share – diluted | $ 0 | $ 0 | $ 0 | $ 0 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,904,159,709 | 31,402,278 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,258,008,109 | 30,622,278 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 80,000 | 80,000 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 700,000 | |
Series E Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 28,571,600 | |
Series G Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 617,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Net loss | $ 1,004,460 | $ 1,719,419 | $ 2,805,313 | $ 3,355,803 | |
Proceeds from warrant exercises | 245,714 | $ 685,714 | $ 4,226,383 | ||
Cash in excess of FDIC limits | $ 5,247,000 | $ 5,247,000 | |||
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 | ||||
Series E Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Shares, issued | 343,118 | ||||
Proceeds from issuance of equity | $ 3,590,500 | ||||
Series G Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Shares, issued | 615,000 | ||||
Proceeds from issuance of equity | $ 855,000 | $ 5,479,560 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | 6 Months Ended | |
Mar. 24, 2021 | Jun. 30, 2022 | |
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 GAIN ON SALE OF SUB
SCHEDULE OF GAIN ON SALE OF SUBSIDIARY ASSETS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Total sale price consideration received | $ 825,000 | |||
Commissions and other fees paid | 76,500 | |||
Write-off of unamortized intangible assets | 194,505 | |||
Net book value of property and equipment sold | 257,306 | |||
Cost of sale of assets | 528,311 | |||
Gain on sale of subsidiaries asset’s | $ 296,689 | $ 296,689 |
ACQUISITIONS AND DISPOSITION (D
ACQUISITIONS AND DISPOSITION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 21, 2022 | Mar. 24, 2021 | Jan. 15, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 2,929,281 | ||||||||
Debt principal balance | $ 500,000 | ||||||||
Legal fees related to acquisitions | 0 | $ 8,200 | |||||||
Proceeds from sale of assets | 825,000 | ||||||||
Gain loss on sale of subsidiary assets | $ 296,689 | 296,689 | |||||||
Sale Of Subsidiary Assets Gain Loss [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain loss on sale of subsidiary assets | $ 296,689 | 296,689 | |||||||
Shyp FX [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from sale of assets | $ 748,500 | ||||||||
Broker commission | 75,000 | ||||||||
Other expenses | 1,500 | ||||||||
Escrow Deposit | 25,000 | ||||||||
Transportation And Other Equipment [Member] | Shyp FX [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from sale of assets | $ 825,000 | ||||||||
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 ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 473,640 | $ 481,734 |
Allowance for doubtful accounts | ||
Accounts receivable, net | $ 473,640 | $ 481,734 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 400,121 | $ 799,190 |
Less: accumulated depreciation | (170,697) | (221,985) |
Property and equipment, net | $ 229,424 | 577,205 |
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 | $ 368,820 | 747,889 |
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 | $ 31,301 | $ 51,301 |
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 ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 21, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Net book value | $ 257,306 | ||
Depreciation expense | $ 90,475 | $ 113,781 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 2,273,768 | $ 2,647,217 |
Less: accumulated amortization | (577,916) | (469,835) |
Intangible assets net | 1,695,852 | 2,177,382 |
Customer Relations [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 2,123,768 | 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 | $ 150,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 454,754 | |
2024 | 454,754 | |
2025 | 454,754 | |
2026 | 331,590 | |
Intangible assets net | $ 1,695,852 | $ 2,177,382 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 21, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remaining net book value | $ 194,505 | ||
Amortization of intangible assets | $ 287,025 | $ 179,835 |
SCHEDULE OF FAIR VALUE OF DERIV
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL (Details) | 6 Months Ended |
Jun. 30, 2021 | |
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 |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Fair value derivative liabilities term (in years) | 5 years |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Fair value derivative liabilities measurement, percentage | 169.7 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Fair value derivative liabilities measurement, percentage | 367 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Fair value derivative liabilities measurement, percentage | 0.04 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Fair value derivative liabilities measurement, percentage | 0.87 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2021 | Aug. 28, 2020 | Apr. 20, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Oct. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||||
Debt principal balance | $ 500,000 | ||||||||||
Gain (loss) on debt extinguishment | $ 1,505,088 | $ 1,564,941 | |||||||||
Amortization of debt discounts | $ 83,548 | ||||||||||
Weighted average interest rate | 18% | 18% | |||||||||
April 2020 Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,923,322 | ||||||||||
Convertible notes payable | 0 | 0 | $ 0 | ||||||||
Interest expenses | $ 95,540 | ||||||||||
Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
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 | ||||||||||
Other Convertible Debt [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Proceeds from convertible promissory note | $ 185,000 | ||||||||||
Debt principal balance | 185,000 | ||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,454,546 | ||||||||||
Payments of principal and interest | 7,500 | ||||||||||
Reduction of convertible promissory debt | $ 20 | ||||||||||
Repayments of convertible debt | $ 15,000 | ||||||||||
Convertible debt | 0 | 0 | 0 | ||||||||
Convertible Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Amortization of debt discounts | $ 0 | $ 83,548 | |||||||||
Warrant [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Warrant exercise price | $ 0.01 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Proceeds from convertible promissory note | $ 2,068,000 | ||||||||||
Warrants purchase | 827,200 | ||||||||||
Proceeds from promissory notes | $ 1,880,000 | ||||||||||
Debt instrument interest rate | 10% | ||||||||||
Debt original issue discount | $ 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 included, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law | ||||||||||
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 were convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the Q1/Q2 2020 Notes) during the 20 consecutive Trading Day (as defined in the Q1/Q2 2020 Notes) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of Common Stock outstanding | ||||||||||
Securities Purchase Agreement [Member] | August 2019 Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate | 30% | ||||||||||
Debt principal balance | $ 620,400 | ||||||||||
Debt converted conversion percentage | 18% | ||||||||||
Securities Purchase Agreement [Member] | 2020 Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt original issue discount | $ 0 | $ 0 | 0 | ||||||||
Securities Purchase Agreement [Member] | April 2020 Note [Member] | Investors [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate | 6% | ||||||||||
Debt original issue discount | $ 41,500 | ||||||||||
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 | ||||||||||
Debt principal balance | $ 456,500 | ||||||||||
Debt converted conversion percentage | 18% | ||||||||||
Debt instrument, interest rate, effective percentage | 10% | ||||||||||
Payments of debt issuance costs | $ 415,000 | ||||||||||
Interest expenses | $ 136,950 | ||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Warrant exercise price | $ 0.40 | ||||||||||
Letter Agreement [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Gain (loss) on debt extinguishment | 143,872 | ||||||||||
Letter Agreement [Member] | Investor [Member] | Q1 And Q2 2020 Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Reversed accured mandatory penalty amount | 620,400 | ||||||||||
Debt Instrument, Fee Amount | 44,000 | ||||||||||
Gain (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 | |||||||||
Convertible notes payable | $ 277,916 | ||||||||||
Payments of principal and interest | $ 277,916 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 |
Short-Term Debt [Line Items] | |||
Principal amounts | $ 500,000 | ||
Less: current portion of notes payable | $ (283,141) | ||
Notes payable – long-term | 12,455 | ||
Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amounts | 295,596 | ||
Less: current portion of notes payable | (283,141) | ||
Notes payable – long-term | $ 12,455 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 24, 2021 USD ($) | Jan. 15, 2021 USD ($) | Nov. 30, 2019 USD ($) | Jul. 03, 2019 | Nov. 30, 2019 USD ($) Integer | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Debt principal balance | $ 500,000 | ||||||||
Outstanding amount | $ 0 | ||||||||
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. 03, 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 | $ 0 | |||||||
Cougar PPP Loan [Member] | Paycheck Protection Program [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Debt principal balance | $ 622,240 | ||||||||
Double D Trucking, Inc. [Member] | Promissory Notes [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Promissory notes | $ 400,000 | 100,000 | 0 | ||||||
Debt instrument, description | The principal amount of $400,000 was 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 paid 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 | 4% | ||||||||
Double D Trucking, Inc. [Member] | Truck Notes Payable [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Notes and loans payable | 17,985 | 0 | |||||||
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 | 0 | ||||||
Debt instrument, description | The principal amount of $350,000 was 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 | 6% | ||||||||
Cougar Express, Inc [Member] | Equipment Notes Payable One [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Notes and loans payable | $ 2,611 | $ 0 |
SUMMARY OF ACTIVITY RELATED TO
SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of Non Vested Shares Beginning | shares | |
Weighted Average Grant Date Fair Value Beginning | $ / shares | |
Number of Non Vested Shares Granted | shares | 138,944,615 |
Weighted Average Grant Date Fair Value Granted | $ / shares | $ 0.011 |
Number of Non Vested Shares Vested | shares | (38,940,700) |
Weighted Average Grant Date Fair Value Shares Vested | $ / shares | $ (0.011) |
Number of Non Vested Shares Ending | shares | 100,003,915 |
Weighted Average Grant Date Fair Value Ending | $ / shares | $ 0.011 |
SUMMARY OF WARRANT ACTIVITIES (
SUMMARY OF WARRANT ACTIVITIES (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants Balance Outstanding Beginning | shares | 1,190,722,395 |
Weighted Average Exercise Price Balance Outstanding Beginning | $ / shares | $ 0.015 |
Weighted Average Remaining contractual Term (Years), Beginning | 4 years 8 months 12 days |
Aggregate Intrinsic Value Balance Outstanding Beginning | $ | $ 3,831,380 |
Number of Warrants Granted | shares | 114,000,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 0.010 |
Number of Warrants Exercises | shares | (46,714,286) |
Weighted Average Exercise Price Exercises | $ / shares | $ 0.010 |
Number of Warrants Balance Outstanding Ending | shares | 1,258,008,109 |
Weighted Average Exercise Price Balance Outstanding Ending | $ / shares | $ 0.014 |
Weighted Average Remaining contractual Term (Years), Ending | 4 years 3 months 18 days |
Aggregate Intrinsic Value Balance Outstanding Ending | $ | $ 0 |
Number of Warrants Exercisable Ending Balance | shares | 1,258,008,109 |
Weighted Average Exercise Price Exercisable Ending Balance | $ / shares | $ 0.014 |
Weighted Average Remaining contractual Term (Years), Exercisable | 4 years 3 months 18 days |
Aggregate Intrinsic Value Exercisable Ending Balance | $ | $ 0 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 80,000 | 80,000 |
Weighted Average Exercise Price, Beginning Balance | $ 8.85 | $ 8.85 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 3 years 3 months 18 days | 2 years 3 months 18 days |
Aggregate Intrinsic Value, Beginning Balance | ||
Number of Options Outstanding, Granted/Cancelled | ||
Weighted Average Exercise Price, Granted | ||
Number of Options Outstanding, Ending Balance | 80,000 | |
Weighted Average Exercise Price, Ending Balance | $ 8.85 | |
Aggregate Intrinsic Value, Ending Balance | ||
Number of Options Outstanding, Exercisable | 60,000 | |
Weighted Average Exercise Price, Exercisable | $ 8.85 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 months 9 days | |
Aggregate Intrinsic Value, exercisable |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Apr. 30, 2022 | Apr. 13, 2022 | Mar. 11, 2022 | Mar. 04, 2022 | Jan. 25, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Apr. 09, 2021 | Feb. 22, 2021 | Dec. 08, 2020 | Oct. 06, 2020 | Jul. 20, 2020 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 11, 2022 | Jun. 30, 2022 | May 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 19, 2022 | Feb. 23, 2021 | Jan. 11, 2021 | Aug. 31, 2019 | Aug. 16, 2019 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Accrued dividends | $ 140,872 | $ 152,450 | $ 140,872 | $ 152,450 | $ 140,872 | |||||||||||||||||||||||||||
Dividends | 106,834 | $ 109,051 | ||||||||||||||||||||||||||||||
Gross proceeds from sale of stock | $ 332,500 | $ 3,258,000 | ||||||||||||||||||||||||||||||
Accrued dividend | $ 0 | $ 183,173 | $ 0 | $ 183,173 | $ 0 | |||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 1,505,088 | $ 1,564,941 | ||||||||||||||||||||||||||||||
Payment of liquidating damages | 24,000 | |||||||||||||||||||||||||||||||
Proceeds from warrant exercises | 245,714 | 685,714 | $ 4,226,383 | |||||||||||||||||||||||||||||
Accretion of stock-based compensation | 204,034 | 586,133 | 790,167 | 0 | ||||||||||||||||||||||||||||
Unrecognized compensation expense | 738,224 | 738,224 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 1,040,167 | |||||||||||||||||||||||||||||||
Professional Fees | 339,003 | $ 452,915 | $ 688,497 | $ 983,453 | ||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares of common stock issued upon conversion | 15,454,545 | |||||||||||||||||||||||||||||||
Dividends | ||||||||||||||||||||||||||||||||
Gross proceeds from sale of stock | ||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 44,282,163 | 15,454,546 | ||||||||||||||||||||||||||||||
Share issued during period exercised | 24,571,429 | |||||||||||||||||||||||||||||||
Accretion of stock-based compensation | ||||||||||||||||||||||||||||||||
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 | 40,086,207 | 24,571,429 | 52,482,141 | |||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 22,142,857 | 22,142,857 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||
Number of cashless exercise of warrants | 68,571,429 | 68,571,429 | 22,142,857 | 24,571,429 | 98,557,429 | |||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 685,714 | $ 685,714 | $ 245,714 | |||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 98,557,429 | 98,557,429 | 98,557,429 | |||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 245,714 | |||||||||||||||||||||||||||||||
Share issued during period exercised | 24,571,429 | |||||||||||||||||||||||||||||||
Shares issued | 52,482,141 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | |||||||||||||||||||||||||||||||
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 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Engagement Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 91,542,858 | 91,542,858 | 15,314,285 | |||||||||||||||||||||||||||||
Fees amount | $ 385,500 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 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 | ||||||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 25,000,000 | 70,000,000 | ||||||||||||||||||||||||||||||
2021 Amendment [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
2021 Amendment [Member] | Articles Of Incorporation [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Ownership percentage | 51% | |||||||||||||||||||||||||||||||
Letter Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 143,872 | |||||||||||||||||||||||||||||||
Letter Agreement [Member] | Investor [Member] | Q1 And Q2 2020 Note [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Gain (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 | ||||||||||||||||||||||||||||||
Payments of principal and interest | $ 277,916 | |||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of share issued for common stock | 969,149 | |||||||||||||||||||||||||||||||
Share value | $ 10,000 | |||||||||||||||||||||||||||||||
Fair value of common stock | 10,000 | |||||||||||||||||||||||||||||||
Professional Fees | 8,333 | |||||||||||||||||||||||||||||||
Prepaid expense | $ 1,667 | |||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Remaining vesting period | 2 years 6 months | |||||||||||||||||||||||||||||||
Maximum [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ 0.014 | |||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Remaining vesting period | 6 months | |||||||||||||||||||||||||||||||
Minimum [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ 0.008 | |||||||||||||||||||||||||||||||
Placement Agent [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 19,000,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | On January 3, 2022 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares vesting during the period | 30,531,608 | |||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Each year quarter through January 3, 2025 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares vesting during the period | 30,531,608 | |||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares vesting during the period | 122,126,433 | |||||||||||||||||||||||||||||||
Stock issued, value | $ 1,343,391 | |||||||||||||||||||||||||||||||
Three Independent Members [Member] | On March 31, 2022 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted stock awards | 1,363,636.50 | |||||||||||||||||||||||||||||||
Three Independent Members [Member] | Each year quarter through Decemebr 31, 2022 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted stock awards | 1,363,636.50 | |||||||||||||||||||||||||||||||
Three Independent Members [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||||||||||||||||||||
Number of restricted stock awards | 5,454,546 | |||||||||||||||||||||||||||||||
Restricted stock awards, value | $ 60,000 | |||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | On March 31, 2022 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted stock awards | 2,840,909 | |||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | Each year quarter through Decemebr 31, 2022 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted stock awards | 2,840,909 | |||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, par value | 0.011 | $ 0.011 | ||||||||||||||||||||||||||||||
Number of restricted stock awards | 11,363,636 | |||||||||||||||||||||||||||||||
Restricted stock awards, value | $ 125,000 | |||||||||||||||||||||||||||||||
Current and Former Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 250,000 | |||||||||||||||||||||||||||||||
Current and Former Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||||||||||||||||||||
Number of restricted stock awards | 22,727,273 | |||||||||||||||||||||||||||||||
Restricted stock awards, value | $ 250,000 | |||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,700,000 | |||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Preferred stock stated value | $ 0.001 | |||||||||||||||||||||||||||||||
Number of shares of common stock issued upon conversion | 700,000 | |||||||||||||||||||||||||||||||
Common stock issuable, shares | 700,000 | |||||||||||||||||||||||||||||||
Common stock cancelled, shares | 700,000 | |||||||||||||||||||||||||||||||
Settlement income | $ 700 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 700,000 | 0 | 700,000 | 0 | 700,000 | |||||||||||||||||||||||||||
Series D Exchanges [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 10,000,000 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 6 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 1,250,000 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Proceeds from subsequent financing percentage | 25% | |||||||||||||||||||||||||||||||
Reverse split description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D is convertible into 1,000 shares of common stock. A holder of Series D 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 | |||||||||||||||||||||||||||||||
Common stock outstanding shares percentage | 4.99% | |||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Reverse split description | A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company | |||||||||||||||||||||||||||||||
Number of shares converted | 10,240 | 19,947 | 39,410 | 17,135 | 340,346 | |||||||||||||||||||||||||||
Triggering event conversion amount percentage | 125% | |||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6% | |||||||||||||||||||||||||||||||
Number of share issued for common stock | 38,500,868 | 75,000,000 | 60,758,228 | 25,725,519 | 571,296,287 | |||||||||||||||||||||||||||
Liquidating damage | $ 24,000 | |||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 11.67 | $ 11.67 | ||||||||||||||||||||||||||||||
Number of share issued for common stock | 32,126 | 310,992 | ||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 42,857,143 | 414,857,146 | ||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 1,334 | 1,334 | ||||||||||||||||||||||||||||||
Proceeds from common stock | $ 375,000 | $ 3,630,000 | ||||||||||||||||||||||||||||||
Fees amount | 42,500 | 372,000 | ||||||||||||||||||||||||||||||
Proceeds from issuance costs | $ 332,500 | $ 3,258,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Dividends | $ 104,533 | $ 777,510 | ||||||||||||||||||||||||||||||
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 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||
Stock unissued during period | 7,049,999 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Secretary [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 562,250 | |||||||||||||||||||||||||||||||
Preferred stock, par value | $ 13.34 | |||||||||||||||||||||||||||||||
Redemption price precentage | 115% | |||||||||||||||||||||||||||||||
Conversion ratio description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the “Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the “Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date. | |||||||||||||||||||||||||||||||
Triggering event conversion price | $ 0.006 | |||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Sale of stock, percentage of ownership before transaction | 51% | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Gross proceeds from sale of stock | $ 10 | |||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 10 | |||||||||||||||||||||||||||||||
Proceeds from subsequent financing percentage | 40% | |||||||||||||||||||||||||||||||
Reverse split description | A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series G COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series G COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company | |||||||||||||||||||||||||||||||
Redemption price precentage | 115% | |||||||||||||||||||||||||||||||
Conversion ratio description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership limitations | |||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6% | |||||||||||||||||||||||||||||||
Number of share issued for common stock | 129,272,885 | |||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 123,000,000 | 19,000,000 | 123,000,000 | 19,000,000 | 123,000,000 | |||||||||||||||||||||||||||
Fees amount | $ 609,507 | $ 95,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||
Payment made to placement agent | $ 609,507 | $ 95,000 | ||||||||||||||||||||||||||||||
Conversion of shares | 92,500 | |||||||||||||||||||||||||||||||
Dividend payables | $ 21,134 | |||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 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 | $ 0.01 | |||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | Secretary [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Preferred stock, shares issued | 51,605 | 21,418 | 51,605 | 21,418 | 51,605 | |||||||||||||||||||||||||||
Common stock outstanding shares percentage | 4.99% | |||||||||||||||||||||||||||||||
Net proceeds from sale of stock | $ 3,590,500 | |||||||||||||||||||||||||||||||
Number of shares converted | 10,240 | 19,947 | 170,000 | |||||||||||||||||||||||||||||
Payment of liquidating damages | $ 24,000 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares of common stock issued upon conversion | 38,500,868 | 75,000,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Purchase of warrants | 457,714,289 | 457,714,289 | 457,714,289 | |||||||||||||||||||||||||||||
Additional warrant issued | 91,542,858 | 91,542,858 | 91,542,858 | |||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Preferred stock, shares issued | 615,000 | 617,500 | 615,000 | 617,500 | 615,000 | |||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 95,000,000 | 95,000,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Net proceeds from sale of stock | $ 855,000 | $ 5,479,560 | ||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 1,000 | 1,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||||||||||||||||||
Gross proceeds from sale of stock | $ 250,000 | $ 700,000 | ||||||||||||||||||||||||||||||
Sale of stock, shares issued | 25,000 | 70,000 | ||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||||||||||||||||||||||
Payment for placement agent fees | $ 25,000 | $ 70,000 | ||||||||||||||||||||||||||||||
Net proceeds from sale of stock | 225,000 | $ 630,000 | ||||||||||||||||||||||||||||||
Additional paid-in capital stock issuance cost | $ 95,000 | |||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | 19,000,000 | 19,000,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 |
SCHEDULE OF THE ASSIGNMENT OF G
SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 07, 2021 |
Accounts payable | $ 301,684 | $ 312,772 | |
Accrued expenses | 368,800 | 212,975 | |
Insurance payable | 140,679 | 98,255 | |
Accrued compensation and related benefits | 59,813 | 98,964 | |
Total Liabilities | 870,976 | 1,018,562 | |
Cash | 5,778,706 | 6,067,692 | |
Accounts receivable | 473,640 | 481,734 | |
Property and equipment, net | 229,424 | 577,205 | |
TOTAL ASSETS | $ 8,572,336 | $ 9,534,689 | |
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 |
ASSIGNMENT FOR THE BENEFIT OF_3
ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Assignment For Benefit Of Creditors | |
Creditors liability | $ 12,363,449 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
May 19, 2022 | Apr. 29, 2022 | Mar. 11, 2022 | Feb. 16, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Feb. 09, 2021 | Aug. 04, 2020 | Apr. 30, 2022 | Mar. 11, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2020 | Dec. 31, 2021 | |
Cash payment | $ 250,000 | |||||||||||||
Settlement expense | $ 227,111 | |||||||||||||
Retention amount | $ 250,000 | |||||||||||||
Additional charges | $ 8,016.25 | |||||||||||||
Monthly rent | $ 33,275 | |||||||||||||
Number of shares granted | 138,944,615 | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||
Mr. James Giordano [Member] | ||||||||||||||
Annual officer compensation | $ 250,000 | |||||||||||||
Chief Financial Officer [Member] | On March 31, 2022 [Member] | ||||||||||||||
Shares vesting | 2,840,909 | |||||||||||||
Chief Financial Officer [Member] | Each year quarter through Decemebr 31, 2022 [Member] | ||||||||||||||
Shares vesting | 2,840,909 | |||||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | ||||||||||||||
Shares vesting | 11,363,636 | |||||||||||||
Fair value | $ 125,000 | |||||||||||||
Common stock, par value | $ 0.011 | $ 0.011 | ||||||||||||
Airport Park LLC [Member] | ||||||||||||||
Occupancy net | $ 51,079.78 | |||||||||||||
Legal fees | $ 51,079.78 | |||||||||||||
Six Month Consulting Agreement [Member] | ||||||||||||||
Sought damages value | $ 42,000 | $ 42,000 | ||||||||||||
Demand remains | $ 42,000 | |||||||||||||
Employment Agreement [Member] | Mr. Sebastian Giordano [Member] | ||||||||||||||
Debt Instrument, description | the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $400,000 as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives. | |||||||||||||
Annual officer compensation | $ 400,000 | |||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||
Number of shares granted | 122,126,433 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Shares cancelled | 700,000 | |||||||||||||
ERLAC And ELC [Member] | ||||||||||||||
Settlement payments | $ 30,000 | |||||||||||||
Shypdirect LLC [Member] | ||||||||||||||
Plaintiff exceeding amount | $ 789,000 | |||||||||||||
COR Holdings LLC [Member] | ||||||||||||||
Number of shares issued | 3,882,480 | |||||||||||||
Loss contigency damages sought value | $ 97,062 | |||||||||||||
Debt instrument conversion price per share | $ 0.025 | |||||||||||||
Expiration date | Aug. 28, 2021 | |||||||||||||
Ryder Truck Rental Inc [Member] | ||||||||||||||
Additional charges | $ 1,141,211.55 | |||||||||||||
Demand payment | 308,240.65 | |||||||||||||
Payments for fees | 434,835.66 | |||||||||||||
Proceeds from settlement | $ 6,500 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Oct. 31, 2021 | Dec. 22, 2020 | Jul. 03, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Debt principal balance | $ 500,000 | ||||||
Debt instrument, increase, accrued interest | 240,822 | ||||||
Payment of debt | $ 600,000 | ||||||
Interest expense related parties | $ 22,438 | $ 44,630 | |||||
Promissory Notes [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Due to related party | $ 500,000 | ||||||
Debt instrument maturity date | Jan. 03, 2021 | ||||||
Promissory Notes 1 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Debt instrument interest rate | 18% | ||||||
Chief Executive Officer [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Advances to related party | $ 30,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Four Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 70% | ||
Revenue Benchmark [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 19.80% | ||
Revenue Benchmark [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.40% | ||
Revenue Benchmark [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 19.80% | 12.70% | |
Revenue Benchmark [Member] | Customer Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | ||
Revenue Benchmark [Member] | Amazon [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 51.10% | ||
Revenue Benchmark [Member] | Federal [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17.70% | ||
Accounts Receivable [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.20% | 22.70% | |
Accounts Receivable [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.30% | 13% | |
Accounts Receivable [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.20% | ||
Accounts Receivable [Member] | Three Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 46.70% | 48.40% |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION (Details) - USD ($) | 6 Months Ended | ||
Aug. 04, 2022 | Jun. 30, 2022 | Jun. 21, 2022 | |
Assets acquired: | |||
Cash | $ 10,031 | ||
Accounts receivable | 265,175 | ||
Intangible assets | $ 194,505 | ||
Total assets acquired at fair value | 3,887,341 | ||
Liabilities assumed: | |||
Accounts payable and accrued expenses | 132,155 | ||
Total liabilities assumed | 958,060 | ||
Net asset acquired | 2,929,281 | ||
Cash paid | 2,133,146 | ||
Promissory note | 750,000 | ||
Business Combination, Consideration Transferred | $ 2,929,281 | ||
JFK Cartage [Member] | Subsequent Event [Member] | |||
Assets acquired: | |||
Cash | $ 35,758 | ||
Accounts receivable | 221,664 | ||
Property and equipment | 35,326 | ||
Security deposit | 97,477 | ||
Intangible assets | 1,362,616 | ||
Total assets acquired at fair value | 1,752,841 | ||
Liabilities assumed: | |||
SBA loan payable | 503,065 | ||
Accounts payable and accrued expenses | 115,362 | ||
Other notes payable | 35,927 | ||
Total liabilities assumed | 654,354 | ||
Net asset acquired | 1,098,487 | ||
Cash paid | 401,552 | ||
Promissory note | 696,935 | ||
Business Combination, Consideration Transferred | $ 1,098,487 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||
Oct. 04, 2022 USD ($) | Aug. 04, 2022 USD ($) ft² | Jul. 06, 2022 USD ($) | May 24, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||||
Total purchase consideration paid | $ 2,929,281 | |||||
Cash paid | 2,133,146 | |||||
Promissory note | 750,000 | |||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual base compensation | $ 250,000 | |||||
Maximum annual bonus | $ 125,000 | |||||
JFK Cartage [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual revenues | $ 2,000,000 | $ 3,600,000 | ||||
JFK Cartage [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition effective date | Jul. 31, 2022 | |||||
Square foot | ft² | 30,000 | |||||
Total purchase consideration paid | $ 1,098,487 | |||||
Cash paid | 401,552 | |||||
Promissory note | 696,935 | |||||
Periodic payments | $ 98,448 | |||||
Periodic interest percetange | 5% | 25% | ||||
Remaining balance | $ 598,487 | |||||
Annual installments | $ 199,496 | |||||
SBA loan payable | $ 503,065 | |||||
Accrued liabilities and other notes payable | 151,389 | |||||
JFK Cartage [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note | $ 696,935 | |||||
Cougar Express Inc And JFK Cartage [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total purchase consideration paid | $ 1,700,000 |