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iso4217:USD
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xbrli:pure
TLSS:Integer
TLSS:Segment
utr:sqft
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2024
or
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to ___________
Commission
File Number: 001-34970
Transportation
and Logistics Systems, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
26-3106763 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
Employer
Identification No.) |
|
|
|
5500
Military Trail, Suite 22-357
Jupiter, FL |
|
33458 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(833)
764-1443
(Registrant’s
telephone number, including area code)
Not
applicable
(Registrant’s
former name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
N/A |
|
N/A |
|
N/A |
Securities
Registered Pursuant to Section 12(g) of the Act:
Common
Stock, $ 0.001 Par Value
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration
was required to submit such files). Yes ☐ No ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
As
of January 13, 2025, the registrant had outstanding 5,889,437,474 shares of common stock.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC.
FORM
10-Q
MARCH
31, 2024
TABLE
OF CONTENTS
For
purposes of this Quarterly Report on Form 10-Q (this “Quarterly Report”), unless otherwise indicated or the context otherwise
requires, all references herein to “Transportation and Logistics Systems, Inc.”, the “Company”, “we”,
“us”, “TLSS” and “our”, refer to Transportation and Logistics Systems, Inc., a Nevada corporation,
and its wholly-owned subsidiaries: TLSS Acquisition, Inc. (“TLSSA”), TLSS Operations Holding Company, Inc. (“TLSS Ops”),
Shyp FX, Inc. (“Shyp FX”), Shyp CX, Inc. (“Shyp CX”); those entities wholly-owned by TLSS Ops, TLSS-CE, Inc.
(“TLSS-CE”) and TLSS-STI, Inc. (“TLSS-STI”); Cougar Express, Inc. (“Cougar Express”), a wholly-owned
subsidiary of TLSS-CE through the date of deconsolidation, and JFK Cartage Co., Inc. (JFK Cartage”), a wholly-owned subsidiary
of Cougar Express; Severance Trucking Co., Inc. (“Severance Trucking”), a wholly-owned subsidiary of TLSS-STI and Severance
Warehousing, Inc. (“Severance Warehousing”) and McGrath Trailer Leasing, Inc. (“McGrath”), both wholly-owned
subsidiaries of Severance Trucking, (Severance Trucking, Severance Warehousing, and McGrath collectively, “Severance”); and,
the deconsolidated former subsidiaries, TLSS-FC, Inc. (“TLSS-FC”) and Freight Connections, Inc. (“Freight Connections”).
Hereinafter,
TLSSA, TLSS Ops, Shyp FX, Shyp CX, TLSS-CE, TLSS-STI, TLSS-FC, Cougar Express, JFK Cartage, Severance and Freight Connections, are hereinafter,
the “Subsidiaries”. Other than the Company, the results of operations and all accounts of the Subsidiaries for the three
months ended March 31, 2024 and 2023 are included as part of discontinued operations on the consolidated financial statements.
Forward-Looking
Statements
Statements
made in this Quarterly Report that are not historical facts are forward-looking statements and are subject to risks and uncertainties
that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including,
but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases,
you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,”
“would,” “expects,” “plans,” “anticipates,” “intend,” “plan,”
“goal,” “seek,” “strategy,” “future,” “likely,” “believes,” “estimates,”
“projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and
similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future
financial and operating results, plans, objectives, expectations, and intentions. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about
future events and are subject to known and unknown risks, uncertainties, and other factors outside of our control that could cause our
actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements.
In addition to the risks described above and the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2023 (our “Annual Report”), these risks and uncertainties include: our ability
to meet our annual and quarterly periodic reporting obligations under Securities Exchange Act of 1934, as amended (“34 Act”),
including obtaining sufficient financing to fund the necessary costs related to the preparation and filing of one or more of our future
periodic reports; our ability to restructure our remaining existing debts and obligations and replace our discontinued businesses and/or
enter into new line(s) of business, whether by acquisition or otherwise; our ability to attract and retain key personnel and skilled
labor to meet the requirements of being a public company; our history of losses, deficiency in working capital and a stockholders’
deficit and inability to achieve sustained profitability; our need to procure substantial additional financing to fund ongoing losses
and the growth of our business; our ability to successfully execute our business strategies, including integration of acquisitions and
the future acquisition of other businesses to grow our company; adverse or unanticipated events in the litigation to which we are currently
a party (or as to which we may become a party in the future); our ability to pay expenses and liabilities as they become due; adverse
or unanticipated decisions by courts construing third-party liability insurance policies to which the Company and/or its subsidiaries
is a party; a failure to obtain adequate liability insurance coverage in the future; material weaknesses in our internal control over
financial reporting and our ability to maintain effective controls over financial reporting in the future; financial condition and results
of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards
that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in
the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These
forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report and, except as required
by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this letter. Given these uncertainties, you should not place undue reliance on these forward-looking
statements and should consider various factors, including the risks described herein, and, among other places, in this Quarterly Report,
as well as any amendments hereto or thereto, or other documents filed with the Securities and Exchange Commission (the “SEC”).
PART
I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
CURRENT ASSETS: | |
| | | |
| | |
Cash | |
$ | 185,322 | | |
$ | 218,152 | |
Prepaid expenses and other current assets | |
| 19,553 | | |
| 84,421 | |
Assets of discontinued operations | |
| 67,511 | | |
| 1,857,193 | |
| |
| | | |
| | |
Total Current Assets | |
| 272,386 | | |
| 2,159,766 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 272,386 | | |
$ | 2,159,766 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Notes payable - related parties | |
$ | 1,547,838 | | |
$ | 1,160,000 | |
Accounts payable | |
| 943,432 | | |
| 852,005 | |
Accrued expenses | |
| 858,064 | | |
| 957,201 | |
Accrued expenses - related parties | |
| 114,654 | | |
| 68,875 | |
Accrued expenses | |
| 114,654 | | |
| 68,875 | |
Accrued compensation and related benefits | |
| 546,811 | | |
| 75,000 | |
Liabilities of discontinued operations | |
| 6,253,826 | | |
| 7,044,121 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 10,264,625 | | |
| 10,157,202 | |
| |
| | | |
| | |
Total Liabilities | |
| 10,264,625 | | |
| 10,157,202 | |
| |
| | | |
| | |
Commitments and Contingencies (See Note 7) | |
| - | | |
| - | |
| |
| | | |
| | |
SHAREHOLDERS’ DEFICIT: | |
| | | |
| | |
Preferred stock, par value $0.001; authorized 10,000,000 shares: | |
| | | |
| | |
Series B convertible preferred stock, par value $0.001 per share; 1,700,000 shares designated; No shares issued and outstanding
at March 31, 2024 and December 31, 2023 (Liquidation value $0) | |
| - | | |
| - | |
Series D convertible preferred stock, par value $0.001 per share; 1,250,000 shares designated; no shares issued and outstanding
at March 31, 2024 and December 31, 2023 ($6.00 per share liquidation value) | |
| - | | |
| - | |
Series E convertible preferred stock, par value $0.001 per share; 562,250 shares designated; 21,418 shares issued and
outstanding at March 31, 2024 and December 31, 2023 ($13.34 per share liquidation value) | |
| 21 | | |
| 21 | |
Series G convertible preferred stock, par value $0.001 per share; 1,000,000 shares designated; 430,663 and 475,500 shares issued
and outstanding at March 31, 2024 and December 31, 2023, respectively ($10.00 per share liquidation value) | |
| 431 | | |
| 476 | |
Series H convertible preferred stock, par value $0.001 per share; 35,000 shares designated; 32,374 shares issued and outstanding
at March 31, 2024 and December 31, 2023 (No per share liquidation value) | |
| 32 | | |
| 32 | |
Preferred stock, value | |
| 32 | | |
| 32 | |
Common stock, par value $0.001 per share; 50,000,000,000 shares authorized; 5,177,979,033 and
4,481,102,346 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | |
| 5,177,979 | | |
| 4,481,102 | |
Additional paid-in capital | |
| 129,307,278 | | |
| 129,854,231 | |
Accumulated deficit | |
| (144,477,980 | ) | |
| (142,333,298 | ) |
| |
| | | |
| | |
Total Shareholders’ Deficit | |
| (9,992,239 | ) | |
| (7,997,436 | ) |
| |
| | | |
| | |
Total Liabilities and Shareholders’ Deficit | |
$ | 272,386 | | |
$ | 2,159,766 | |
See
accompanying notes to unaudited consolidated financial statements.
TRANSPORTATION
AND LOGISTICS SYSTEMS INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
| |
| | |
| |
| |
For the Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
REVENUES | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | |
Compensation and related benefits | |
| 598,332 | | |
| 502,668 | |
Legal and professional fees | |
| 144,433 | | |
| 510,650 | |
General and administrative expenses | |
| 86,832 | | |
| 70,925 | |
| |
| | | |
| | |
Total Operating Expenses | |
| 829,597 | | |
| 1,084,243 | |
| |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (829,597 | ) | |
| (1,084,243 | ) |
| |
| | | |
| | |
OTHER INCOME (EXPENSES): | |
| | | |
| | |
Interest income | |
| - | | |
| 992 | |
Interest expense | |
| (2,468 | ) | |
| (243 | ) |
Interest expense - related parties | |
| (45,779 | ) | |
| - | |
Interest expense | |
| (45,779 | ) | |
| - | |
Gain on sale of subsidiary | |
| - | | |
| 9,983 | |
| |
| | | |
| | |
Total Other Income (Expenses) | |
| (48,247 | ) | |
| 10,732 | |
| |
| | | |
| | |
| |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
LOSS FROM CONTINUING OPERATIONS | |
| (877,844 | ) | |
| (1,073,511 | ) |
| |
| | | |
| | |
DISCONTINUED OPERATIONS: | |
| | | |
| | |
Loss from discontinued operations, net of tax | |
| (1,187,076 | ) | |
| (572,405 | ) |
| |
| | | |
| | |
LOSS FROM DISCONTINUED OPERATIONS | |
| (1,187,076 | ) | |
| (572,405 | ) |
| |
| | | |
| | |
NET LOSS | |
| (2,064,920 | ) | |
| (1,645,916 | ) |
| |
| | | |
| | |
Deemed and accrued dividends | |
| (79,762 | ) | |
| (100,410 | ) |
| |
| | | |
| | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | |
$ | (2,144,682 | ) | |
$ | (1,746,326 | ) |
| |
| | | |
| | |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | |
| | | |
| | |
Net loss per share from continuing operations -basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Net loss per share from discontinued operations – basic and diluted | |
| (0.00 | ) | |
| (0.00 | ) |
Net loss per share - basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |
| | | |
| | |
Basic and diluted | |
| 4,840,964,086 | | |
| 3,685,826,300 | |
See
accompanying notes to unaudited consolidated financial statements.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR
THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| |
Preferred
Stock Series E | | |
Preferred
Stock Series G | | |
Preferred
Stock Series H | | |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, December 31, 2023 | |
| 21,418 | | |
$ | 21 | | |
| 475,500 | | |
$ | 476 | | |
| 32,374 | | |
$ | 32 | | |
| 4,481,102,346 | | |
$ | 4,481,102 | | |
$ | 129,854,231 | | |
$ | (142,333,298 | ) | |
$ | (7,997,436 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion of stock-based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 27,987 | | |
| - | | |
| 27,987 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for conversion of Series
G preferred shares | |
| - | | |
| - | | |
| (44,837 | ) | |
| (45 | ) | |
| - | | |
| - | | |
| 696,876,687 | | |
| 696,877 | | |
| (574,940 | ) | |
| - | | |
| 121,892 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Dividends accrued | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (79,762 | ) | |
| (79,762 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,064,920 | ) | |
| (2,064,920 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2024 | |
| 21,418 | | |
$ | 21 | | |
| 430,663 | | |
$ | 431 | | |
| 32,374 | | |
$ | 32 | | |
| 5,177,979,033 | | |
$ | 5,177,979 | | |
$ | 129,307,278 | | |
$ | (144,477,980 | ) | |
$ | (9,992,239 | ) |
| |
Preferred
Stock Series E | | |
Preferred
Stock Series G | | |
Preferred
Stock Series H | | |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Shareholders’
Equity | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, December 31, 2022 | |
| 21,418 | | |
$ | 21 | | |
| 575,000 | | |
$ | 575 | | |
| 32,374 | | |
$ | 32 | | |
| 3,636,691,682 | | |
$ | 3,636,692 | | |
$ | 129,372,841 | | |
$ | (127,510,099 | ) | |
$ | 5,500,062 | |
Balance | |
| 21,418 | | |
$ | 21 | | |
| 575,000 | | |
$ | 575 | | |
| 32,374 | | |
$ | 32 | | |
| 3,636,691,682 | | |
$ | 3,636,692 | | |
$ | 129,372,841 | | |
$ | (127,510,099 | ) | |
$ | 5,500,062 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for conversion of Series
G preferred shares | |
| - | | |
| - | | |
| (29,000 | ) | |
| (29 | ) | |
| - | | |
| - | | |
| 43,684,680 | | |
| 43,685 | | |
| (23,600 | ) | |
| - | | |
| 20,056 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services and future
services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 21,634,615 | | |
| 21,634 | | |
| (21,634 | ) | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion of stock-based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 117,292 | | |
| - | | |
| 117,292 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Deemed and accrued dividends | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (100,410 | ) | |
| (100,410 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,645,916 | ) | |
| (1,645,916 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2023 | |
| 21,418 | | |
$ | 21 | | |
| 546,000 | | |
$ | 546 | | |
| 32,374 | | |
$ | 32 | | |
| 3,702,010,977 | | |
$ | 3,702,011 | | |
$ | 129,444,899 | | |
$ | (129,256,425 | ) | |
$ | 3,891,084 | |
Balance | |
| 21,418 | | |
$ | 21 | | |
| 546,000 | | |
$ | 546 | | |
| 32,374 | | |
$ | 32 | | |
| 3,702,010,977 | | |
$ | 3,702,011 | | |
$ | 129,444,899 | | |
$ | (129,256,425 | ) | |
$ | 3,891,084 | |
See
accompanying notes to unaudited consolidated financial statements.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
| |
2024 | | |
2023 | |
| |
For the Three months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (2,064,920 | ) | |
$ | (1,645,916 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization expense - discontinued operations | |
| 39,018 | | |
| 375,911 | |
Stock-based compensation | |
| 27,987 | | |
| 117,292 | |
Impairment loss - discontinued operations | |
| 555,628 | | |
| - | |
Gain on deconsolidation of subsidiary - discontinued operations | |
| (158,347 | ) | |
| - | |
Lease costs - discontinued operations | |
| - | | |
| 37,037 | |
Bad debt expense (recovery) | |
| (3,937 | ) | |
| (23,273 | ) |
Change in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 569,555 | | |
| (442,365 | ) |
Prepaid expenses and other current assets | |
| 216,929 | | |
| (56,586 | ) |
Security deposit | |
| 6,155 | | |
| (70,737 | ) |
Accounts payable and accrued expenses | |
| 215,708 | | |
| 817,424 | |
Accrued expenses - related parties | |
| 45,779 | | |
| - | |
Insurance payable | |
| - | | |
| 221,658 | |
Accrued compensation and related benefits | |
| 471,811 | | |
| (34,699 | ) |
| |
| | | |
| | |
NET CASH USED IN OPERATING ACTIVITIES | |
| (78,634 | ) | |
| (704,254 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| - | | |
| (206,988 | ) |
Proceeds from repayment of note receivable | |
| - | | |
| 255,000 | |
Cash acquired in acquisitions | |
| - | | |
| 207,471 | |
Cash used for acquisitions | |
| - | | |
| (687,808 | ) |
| |
| | | |
| | |
NET CASH USED IN INVESTING ACTIVITIES | |
| - | | |
| (432,325 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from notes payable | |
| - | | |
| 196,700 | |
Proceeds from notes payable - related parties | |
| 387,838 | | |
| - | |
Proceeds from notes payable - related parties - discontinued operations | |
| 4,000 | | |
| - | |
Repayment of notes payable | |
| (346,034 | ) | |
| (58,273 | ) |
| |
| | | |
| | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 45,804 | | |
| 138,427 | |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (32,830 | ) | |
| (998,152 | ) |
| |
| | | |
| | |
CASH, beginning of period | |
| 218,152 | | |
| 1,470,807 | |
| |
| | | |
| | |
CASH, end of period | |
$ | 185,322 | | |
$ | 472,655 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
| | | |
| | |
Cash paid for: | |
| | | |
| | |
Interest | |
$ | 2,468 | | |
$ | 119,240 | |
Income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Conversion of Series G preferred stock and accrued dividends to common stock | |
$ | 121,892 | | |
$ | 20,056 | |
Accrual of preferrerd stock dividends | |
$ | 79,762 | | |
$ | 100,410 | |
Increase in right of use assets and lease liabilities | |
$ | - | | |
$ | 3,958,260 | |
| |
| | | |
| | |
ACQUISITIONS: | |
| | | |
| | |
Assets acquired: | |
| | | |
| | |
Accounts receivable | |
$ | - | | |
$ | 836,886 | |
Prepaid expenses | |
| - | | |
| 18,454 | |
Property and equipment | |
| - | | |
| 1,186,198 | |
Right of use assets | |
| - | | |
| 457,239 | |
Security deposits | |
| - | | |
| 7,000 | |
Intangible assets | |
| - | | |
| 404,374 | |
Total assets acquired | |
| - | | |
| 2,910,151 | |
Less: liabilities assumed: | |
| | | |
| | |
Accounts payable | |
| - | | |
| 211,303 | |
Accrued expenses | |
| - | | |
| 12,702 | |
Accrued compensation and related benefits | |
| - | | |
| 152,631 | |
Notes payable | |
| - | | |
| 1,595,939 | |
Lease liabilities | |
| - | | |
| 457,239 | |
Total liabilities assumed | |
| - | | |
| 2,429,814 | |
Net assets acquired (liabilities) assumed | |
$ | - | | |
$ | 480,337 | |
See
accompanying notes to unaudited consolidated financial statements.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS
Transportation
and Logistics Systems, Inc. (“TLSS” or the “Company”) is a publicly-traded holding company incorporated under
the laws of the State of Nevada on July 25, 2008. Prior to mid-February 2024, when the Company ceased all remaining operations, its subsidiaries,
provided a full suite of logistics and transportation services, specializing in ecommerce fulfillment, last mile deliveries, two-person
home delivery, mid-mile, and long-haul services. The Company and its subsidiaries also operated several warehouse locations located in
New York, New Jersey, Connecticut and Massachusetts. The subsidiaries of the Company during the periods ended March 31, 2024 and 2023
include: Cougar Express, Inc. (“Cougar Express”) through date of deconsolidation of February 27, 2024; Freight Connections,
Inc. (“Freight Connections”) through date of deconsolidation of December 1, 2023; JFK Cartage, Inc. (“JFK Cartage”);
Severance Trucking Co., Inc. (“Severance Trucking”); Severance Warehousing, Inc. (“Severance Warehouse”); McGrath
Trailer Leasing, Inc. (“McGrath”, and together with Severance Trucking and Severance Warehouse, hereinafter, “Severance”);
TLSS Acquisition, Inc. (“TLSSA”); TLSS Operations Holding Company, Inc. (“TLSS Ops”); Shyp CX, Inc. (“Shyp
CX”); Shyp FX, Inc. (“Shyp FX”); TLSS-CE, Inc. (“TLSS-CE”); TLSS-FC, Inc. (“TLSS-FC”); and
TLSS-STI, Inc. (“TLSS-STI”).
Prior
to ceasing operations, the Company’s historical business growth was primarily through a growth by acquisition strategy, as described
below.
On
November 13, 2020, the Company formed a wholly-owned subsidiary, Shyp FX under the laws of the State of New Jersey. On January 15, 2021,
through Shyp FX, the Company executed an agreement to acquire substantially all of the assets and certain liabilities of Double D Trucking,
Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”),
including last-mile delivery services using vans and box trucks. On April 28, 2022, the Company entered into an agreement with an unrelated
third party to sell substantially all of Shyp FX’s asset and specific liabilities in all-cash transaction that closed in June 2022.
On
November 16, 2020, the Company formed a wholly-owned subsidiary, TLSSA under the laws of the State of Delaware. On March 24, 2021, TLSSA
acquired all of the issued and outstanding shares of capital stock of Cougar Express, a New York-based full-service logistics provider
specializing in pickup, warehousing, and delivery services in the tri-state area. On February 27, 2024, Cougar Express filed a Chapter
7 bankruptcy petition in the State of New York under the United States Bankruptcy Code (the “Cougar Bankruptcy”), assigning
all of the Cougar Express assets to Mr. Andrew M. Thaler, Esq., as Trustee (the “Cougar Express Trustee”) for liquidation
and unwinding of the business. The Cougar Express Trustee has been charged with liquidating the assets for the benefit of the Cougar
Express creditors pursuant to the relevant provisions of the United States Bankruptcy Code. As a result of the Cougar Bankruptcy, the
Cougar Express Trustee assumed all authority to manage Cougar Express. Additionally, as of February 27, 2024, Cougar Express no longer
conducts any business and is not permitted by the Cougar Express Trustee to conduct any business. For these reasons, effective February
27, 2024, the Company relinquished control of Cougar Express. Therefore, the Company deconsolidated Cougar Express effective with the
filing of the Cougar Bankruptcy on February 27, 2024.
On
February 21, 2021, the Company formed a wholly-owned subsidiary, Shyp CX under the laws of the State of New York. Shyp CX does not engage
in any revenue-generating operations and is inactive.
On
August 4, 2022, Cougar Express closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics
provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage,
from whom the shares were acquired, is an unrelated party. The effective date of the acquisition was July 31, 2022. In February 2024,
due to lack of working capital to conduct its business, JFK Cartage ceased its operations and no longer conducts any business and all
of its assets of the Company were voluntarily conveyed to the Cougar Express Trustee. For the three months ended March 31, 2024 and 2023,
all activities and balances of JFK Cartage are included as part of discontinued operations on the consolidated financial statements.
As of the date of these unaudited consolidated financial statements, TLSS-CE, which owns 100% of the stock of Cougar Express, has not
filed for bankruptcy.
Effective
September 16, 2022, TLSS-FC closed on an acquisition of all outstanding stock of Freight Connections, a New Jersey-based company that
offered an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state
area. On December 1, 2023, TLSS-FC and its wholly-owned subsidiary Freight Connections, filed a Chapter 7 bankruptcy petition in the
State of New Jersey under the United States Bankruptcy Code (the “Freight Bankruptcy”), assigning all of the TLSS-FC and
Freight Connections assets to Mr. Steven P. Kartzman, Esq., as trustee (the “Freight Trustee”) for liquidation and unwinding
of the business. The Freight Trustee has been charged with liquidating the assets for the benefit of the TLSS-FC and Freight Connection’s
creditors pursuant to the relevant provisions of the United States Bankruptcy Code. As a result of the Freight Bankruptcy, the Freight
Trustee assumed all authority to manage TLSS-FC and Freight Connections. Additionally, TLSS-FC and Freight Connections no longer conduct
any business and are not permitted by the Freight Trustee to conduct any business. For these reasons, effective December 1, 2023, the
Company relinquished control of TLSS-FC and Freight Connections. Therefore, the Company deconsolidated TLSS-FC and Freight Connections
effective with the Freight Bankruptcy on December 1, 2023.
Effective
February 3, 2023, the Company’s wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of each of
Severance Trucking, Severance Warehouse and McGrath, which together, offered less-than-truckload (LTL) trucking services throughout New
England, with an effective date as of the close of business on January 31, 2023. The sellers of the stock of each entity were Kathryn
Boyd, Clyde Severance, and Robert Severance, all individuals (the “Severance Sellers”). None of the Severance Sellers were
affiliated with the Company or its affiliates (See Note 3). In February 2024, due to lack of working capital to conduct its business,
Severance ceased its operations and no longer conducts any business and all fixed assets of the Company were voluntarily surrendered
to the Severance Sellers. For the three months ended March 31, 2024 and 2023, all activities and balances of Severance are included as
part of discontinued operations on the consolidated financial statements. As of the date of the issuance of these consolidated financial
statements the Severance entities have not filed for bankruptcy.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
May 31, 2023, the Company formed TLSS Ops and TLSS-CE, companies organized under the laws of Delaware. Simultaneous with the formation
of these entities, Cougar Express became a wholly-owned subsidiary of TLSS-CE; Severance Warehousing and McGrath became wholly-owned
subsidiaries of Severance Trucking; Severance Trucking became a wholly-owned subsidiary of TLSS-STI; and each of TLSS-CE, TLSS-STI and
TLSS-FC became wholly-owned subsidiaries of TLSS Ops. Other than the TLSS parent company, all entities are included as part of discontinued
operations on the consolidated financial statements for the three months ended March 31, 2024 and 2023.
On
February 16, 2024, Severance Trucking, along with Cougar Express and JFK Cartage, ceased all operations and, as a result, all remaining
employees of Cougar Express and Severance Trucking were laid off as of February 16, 2024. On February 29, 2024, all remaining support
staff, employed by TLSS Ops, were laid off.
Subsequent
to the cessation of all of the Company’s revenue generating operations and through the date of the issuance of these unaudited
consolidated financial statements, the Company continues to remain insolvent and as a result, has been unable to timely meet our annual
and quarterly periodic reporting obligations under Securities Exchange Act of 1934, as amended (“34 Act”). Beginning in August
2024 and again in October 2024 and November 2024, we obtained financing that enabled us to complete the audit of our consolidated financial
statements for the year ended December 31, 2023, file our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023
Annual Report”), review our unaudited consolidated financial statements for the first quarter ended March 31, 2024 and file this
Quarterly Report on Form 10-Q for the first quarter ended March 31, 2024 (the “2024 First Quarter Report”), and commence
the review of our unaudited consolidated financial statements for the 2024 second and third fiscal quarters to enable us to prepare the
respective Quarterly Reports on Form 10-Q (collectively, the “Remaining 2024 Quarterly Reports”). Following the filings of
the 2023 Annual Report and this 2024 First Quarter Report, we will continue to work to complete the necessary financial statements and
file the Remaining 2024 Quarterly Reports as soon as possible hereafter; however, the Company will require additional financing to fund
the necessary costs related to the preparation and filing of the Remaining 2024 Quarterly Reports. In addition, we are also evaluating
a possible restructuring of our remaining existing debts and obligations, as well as assessing the possibility of replacing our discontinued
businesses and/or entering into new line(s) of business, whether by acquisition or otherwise. However, there can be no assurance that
we will, in fact, be able to replace our former business and/or enter into new line(s) of business, or to do so profitably.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis
of presentation and principles of consolidation
The
unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange
Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures
necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited consolidated
financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements
be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2023 and notes thereto
included in the Company’s annual report on SEC Form 10-K, filed on December 6, 2024. The Company follows the same accounting policies
in the preparation of its annual and interim reports. The results of operations for the interim periods are not necessarily an indication
of operating results to be expected for the full year.
The
consolidated financial statements of the Company include the accounts of TLSS and its wholly-owned subsidiaries, TLSSA, TLSS Ops, Shyp
FX, Shyp CX, TLSS-FC, Freight Connection since its acquisition on September 16, 2022 through its deconsolidation on December 1, 2023,
TLSS-CE, Cougar Express through its deconsolidation on February 27, 2024, JFK Cartage since its acquisition on July 31, 2022, TLSS-STI,
and Severance since its acquisition on January 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation.
References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.
Discontinued
Operations
The
Company has classified the related assets and liabilities associated with its logistics and transportation services business as discontinued
operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented
as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business
had a major effect on its operations and financial results. Unless otherwise noted, discussion in the notes to consolidated financial
statements refers to the Company’s continuing operations. See Note 9 — Discontinued Operations for additional information.
Deconsolidation
of subsidiaries
The
Company accounts for a gain or loss on deconsolidation of subsidiaries or derecognition of a group of assets in accordance with ASC 810-10-40-5.
The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair
value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the
date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying
amount of the group of assets.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Going
concern
These
unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated
financial statements, the Company had a net loss of $2,064,920 and $1,645,916 for the three months ended March 31, 2024 and 2023, respectively.
The net cash used in operations was $78,634 and $704,254 for the three months ended March 31, 2024 and 2023, respectively. Additionally,
the Company had an accumulated deficit and working capital deficit of $144,477,980 and $9,992,239, respectively, on March 31, 2024. Furthermore,
as of February 2024, the Company has ceased operation of all its logistics and transportation services business and currently has no
operating business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period
of twelve months from the issuance date of this Quarterly Report. While the Company is working towards getting current in its requisite
past due periodic reports with the U.S. Securities and Exchange Commission (the “SEC”), it is also evaluating a possible
restructuring of its existing debts and obligations, as well as assessing the possibility of replacing its discontinued businesses and/or
enter into new line(s) of business, whether by acquisition or otherwise. However, there can be no assurance that it will, in fact, be
able to replace its former business and/or enter into new line(s) of business, or to do so profitably. Management cannot provide assurance
that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital.
The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although
the Company has historically raised capital from sales of preferred shares, from the issuance of promissory notes and convertible promissory
notes, and from the exercise of warrants, there is no assurance that it will be able to continue to do so. If the Company is unable to
raise additional capital or secure additional lending in the near future, management expects that the Company will need to further curtail
its operations. These unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification
of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.
Risks
and uncertainties
The
Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31,
2024 and December 31, 2023, the Company had no cash in the bank in excess of FDIC insured levels.
Use
of estimates
The
preparation of the consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation
of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired
and liabilities assumed in a business combination, the valuation of right of use assets and related liabilities, assumptions used in
assessing impairment of long-lived assets, valuation of assets and liabilities of discontinued operations, estimates of current and deferred
income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, and the value of claims against the
Company.
Fair
value of financial instruments
The
Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures, which defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not
recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information
available to the Company on March 31, 2024. Accordingly, the estimates presented in these consolidated financial statements are not necessarily
indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation
techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market
data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable
inputs (Level 3 measurement).
The
three levels of the fair value hierarchy are as follows:
|
● |
Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
|
|
|
|
● |
Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from
or corroborated by observable market data. |
|
|
|
|
● |
Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available information. |
The
Company measures certain financial instruments at fair value on a recurring basis. As of March 31, 2024 and December 31, 2023, the Company
had no assets and liabilities measured at fair value on a recurring basis.
ASC
825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless
a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding
instruments.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
carrying amounts reported in the unaudited consolidated balance sheets for cash, prepaid expenses and other current assets, assets of
discontinued operations, accounts payable, accrued expenses, insurance payable, liabilities of discontinued operations, 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.
Business
acquisitions
The
Company accounted for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed
are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the
net assets acquired was recorded as goodwill. Determining the fair value of certain acquired assets and liabilities was subjective in
nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate
valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of
terminal values. Business acquisitions were included in the Company’s consolidated financial statements as of the date of the acquisition.
Cash
and cash equivalents
For
purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months
or less at the purchase date and money market accounts to be cash equivalents. On March 31, 2024 and December 31, 2023, the Company did
not have any cash equivalents.
Accounts
receivable
Accounts
receivable were presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated
losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt
as to the collectability of individual balances along with general reserves for current accounts receivable that are projected to become
uncollectable. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the
age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts
are written off after exhaustive efforts at collection.
Property
and equipment
Property
and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of one to twenty
years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Revenue
equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more
than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period
of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. In addition to
purchasing new revenue equipment, the Company may rebuild the engines of its tractors. Because rebuilding an engine increases its useful
life, the Company capitalizes these costs and depreciates the cost over the remaining useful life of the unit. Maintenance and repairs
are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the
accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of
decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be
recoverable.
Goodwill
and other intangible assets
Intangible
assets were carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less
any impairment charges.
The
Company’s business acquisitions typically resulted in the recording of goodwill and other intangible assets, which affected the
amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods.
Goodwill
represented the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is
subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually,
or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected
future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets
is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value.
Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine
whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required
to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely
than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets
are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital,
which are derived from internal projection and operating plans. The Company performed its annual testing for goodwill during the fourth
quarter of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the
fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Other
intangibles, net consisted of covenants not to compete and customer relationships. All intangible assets determined to have finite lives
were amortized over their estimated useful lives. The useful life of an intangible asset was the period over which the asset is expected
to contribute directly or indirectly to future cash flows. In connection with the discontinuation of the Company’s logistic and
transportation business, all intangible assets and goodwill were either impaired or deconsolidated and any such impairment is included
in discontinued operations in fiscal 2023.
See
Note 9 for additional information regarding intangible assets and goodwill.
Leases
The
Company uses Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance requires lessees to recognize
lease assets and lease liabilities for most operating leases. In addition, the 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 represented the right to use the leased asset for the lease term and operating lease liabilities were 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 used 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 was amortized on a straight-line basis over the lease
term. In connection with the discontinuation of the Company’s logistic and transportation business, all ROU assets were either
impaired or deconsolidated and any such impairment is included in discontinued operations as of December 31, 2023. Currently, all leased
premises have been abandoned (see Note 9).
Impairment
of long-lived assets
In
accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss
when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured
as the difference between the asset’s estimated fair value and its book value.
Segment
reporting
The
Company uses “the management approach” in determining reportable operating segments. The management approach considers the
internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing
performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker
is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing
performance for the entire Company. During the three months ended March 31, 2024 and 2023, the Company believes that it operated in one
operating segment related to its full suite of logistics and transportation services.
Revenue
recognition and cost of revenue
The
Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle
that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature,
amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments.
The
Company recognized 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 recognized revenue on a gross basis. Our payment terms
were generally net 30 days from acceptance of delivery. The Company did not incur incremental costs obtaining service orders from its
customers, however, if the Company did, because all the Company’s customer contracts are less than a year in duration, any contract
costs incurred would be expensed rather than capitalized. The revenue that the Company recognized arose from deliveries of freight on
behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders corresponded
to each delivery of freight that the Company made under the service agreements. Control of the freight transfers to the recipient upon
delivery. Once this occurred, the Company satisfied its performance obligation and the Company recognized revenue.
The
Company’s revenues were primarily derived from the transportation services it provided through the delivery of goods over the duration
of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability was probable this
document serves as the contract as its basis to recognized revenue under ASC 606- Revenue Recognition. The Company elected to expense
initial direct costs as incurred because the average shipment cycle is less than five days. The Company recognized revenue and substantially
all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally included compensation and related
benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directed the use of the transportation
service provided and remained responsible for the complete and proper shipment. The Company recognized revenue for its performance obligations
under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Revenue
generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate.
Inherent
within the Company’s revenue recognition practices were estimates for revenue associated with shipments in transit. For shipments
in transit, the Company recorded revenue based on the percentage of service completed as of the period end and recognizes delivery costs
as incurred. The percentage of service completed for each shipment was based on how far along in the shipment cycle each shipment is
in relation to standard transit days. The estimated portion of revenue for all shipments in transit was accumulated at period end and
recognized as revenue within discontinued operations. The significance of in transit shipments to the consolidated financial statements
was limited due to the short duration, generally less than five days, of the average shipment cycle. As of March 31, 2024, any reductions
to operating revenue and accounts receivable to reflect in transit shipments were insignificant.
For
the three months ended March 31, 2024 and 2023, all revenues and cost of revenues are included in discontinued operations.
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which
requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for
an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange
for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee
services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures
as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
Basic
and diluted loss per share
Pursuant
to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average
number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss attributable
to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities
outstanding during the period. Potentially dilutive shares of common stock consist of common stock issuable for stock options and warrants
(using the treasury stock method) and shares issuable for Series E, G and H preferred shares (using the as-if converted method). These
common stock equivalents may be dilutive in the future.
Potentially
dilutive shares of common stock were excluded from the computation of diluted shares outstanding for the three months ended March 31,
2024 and 2023 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 COMPUTING OF DILUTED SHARES OUTSTANDING
| |
March 31, 2024 | | |
March 31, 2023 | |
Stock warrants | |
| 948,403,679 | | |
| 1,258,008,109 | |
Stock options | |
| 80,000 | | |
| 80,000 | |
Series E convertible preferred stock | |
| 95,238,667 | | |
| 28,571,600 | |
Series G convertible preferred stock | |
| 2,153,315,000 | | |
| 546,000,000 | |
Series H convertible preferred stock | |
| 323,740,000 | | |
| 323,740,000 | |
Antidilutive securities
excluded from computation of earnings per share | |
| 3,520,777,346 | | |
| 2,156,399,709 | |
Recent
accounting pronouncements
In
August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in
an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required
under current U.S. 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
adoption of this standard on January 1, 2024 had no impact on the Company’s consolidated financial statements.
There
are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact
on our consolidated financial position, results of operations or cash flows upon adoption.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
NOTE
3 – ACQUISITIONS
Acquisitions
2023
Effective
January 31, 2023, TLSS-STI acquired all of the outstanding stock of each of Severance Trucking, Severance Warehouse and McGrath, which
together offered less-than-truckload (LTL) trucking services throughout New England. The total purchase price was $2,250,000 plus closing
expenses of $36,525, as adjusted. In exchange for the outstanding stock of the Severance entities, TLSS-STI (i) paid $713,586 in cash,
and (ii) issued a $1,572,939 secured promissory note, with interest accruing at the rate of 12% per annum (See Note 9). The entire unpaid
principal under the note, was due and payable in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively,
together with all accrued and unpaid interest thereunder, unless paid sooner. On November 8, 2023, the Company and the sellers agreed
to, among other things, (a) reduce the principal amount of the secured promissory note by $171,887, (b) extend the maturity date of the
secured promissory note from August 1, 2024 to February 1, 2025, and (c) adjustment the payment schedule of the secured promissory note.
The promissory note was secured solely by the assets of the Severance entities and a corporate guaranty from TLSS.
In
February 2024, due to the lack of working capital to conduct its business, the Severance entities ceased operations and no longer conducts
any business and all fixed assets of the Severance entities were voluntarily surrendered to the prior owners. For the three months ended
March 31, 2024 and 2023, all activities and balances of the Severance entities are included as part of discontinued operations on the
consolidated financial statements (See Note 9). As of the date of this filing, neither Severance Trucking, Severance Warehouse nor McGrath
have filed bankruptcy.
The
assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date, and were subject to adjustment
during the measurement period with subsequent changes recognized in earnings or loss. These estimates were inherently uncertain and were
subject to refinement. Management developed 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. Based upon the preliminary purchase price
allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the
acquisition:
SCHEDULE
OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| |
Severance | |
Assets acquired: | |
| | |
Cash | |
$ | 207,471 | |
Accounts receivable | |
| 836,886 | |
Other assets | |
| | |
Prepaid expenses and other assets | |
| 25,454 | |
Property and equipment, net | |
| 1,186,198 | |
Right of use assets | |
| | |
Financing lease right of use assets | |
| 457,239 | |
Intangible assets | |
| 430,152 | |
Goodwill | |
| | |
Total assets acquired at fair value | |
| 3,143,400 | |
Liabilities assumed: | |
| | |
Notes payable | |
| 23,000 | |
Accounts payable and accrued expenses | |
| 376,636 | |
Accrued expenses | |
| | |
Lease liabilities | |
| 457,239 | |
Total liabilities assumed | |
| 856,875 | |
Net assets acquired | |
$ | 2,286,525 | |
Purchase consideration paid: | |
| | |
Cash paid | |
$ | 713,586 | |
Promissory note | |
| 1,572,939 | |
Notes payable | |
| | |
Common stock and Series H preferred stock issued | |
| | |
Total purchase consideration paid | |
$ | 2,286,525 | |
NOTE
4– NOTES PAYABLE – RELATED PARTIES
On
April 14, 2023, the Company’s Board of Directors (“Board”) approved a credit facility (the “Credit Facility”)
under which the Company would obtain unsecured senior debt financing of up to $1,000,000. The terms of the Credit Facility provided for
interest at 12% per annum. However, upon default, the interest rate shall be 17% per annum. The maturity date of the financing was December
31, 2023, provided, however, the Company may prepay a loan at any time without premium or penalty. Each loan under the Credit Facility
was made on promissory notes. During April 2023, the Company received initial loans under the Credit Facility, in the following amounts:
(a) $500,000 from John Mercadante on April 17, 2023; Mr. Mercadante is the Company’s Secretary and a Director of the Company; and
(b) $100,000 from Sebastian Giordano on April 21, 2023; Mr. Giordano is the Company’s Chief Executive Officer, Chief Financial
Officer and Chairman of the Board.
On
October 3, 2023 and November 28, 2023, the Company issued unsecured promissory notes to Mr. Mercadante and from an individual, who is
affiliated to Mr. Mercadante in the principal amount of $500,000 and $60,000, respectively. Each unsecured promissory note matures one
year from the date of issuance and accrues interest at a rate per annum of 12%.
On
February 6, 2024 and February 15, 2024, the Company issued unsecured promissory notes to John Mercadante (“Mr. Mercadante”),
a Director of the Company, in the principal amounts of $64,534 and $319,195, respectively. Each unsecured promissory note will mature
one year from the date of issuance and accrues interest at a rate per annum of 12%.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
February 21, 2024 and February 23, 2024, the Company issued unsecured promissory notes to Norman Newton (“Mr. Newton”) and
Charles Benton (“Mr. Benton”), both members of the Company’s Board of Directors, in the principal amounts of $1,000
and $3,109, respectively. Each unsecured promissory note matured on September 30, 2024, and accrued interest at the rate per annum of
12%. On October 1, 2024, both Mr. Newton and Mr. Benton each filed a notice of default, resulting in an increase in the rate of interest
to 17% per annum as of the date of default.
As
of March 31, 2024 and December 31, 2023, aggregate notes payable to related parties in the principal amounts of $1,547,838 and $1,160,000,
respectively, were outstanding. As of March 31, 2024 and December 31, 2023, the aggregate accrued interest payable to related parties
amounted to $114,654 and $68,875, respectively, which has been included in accrued expenses – related parties on the accompanying
unaudited consolidated balance sheet.
See
Note 10 for subsequent defaults.
NOTE
5– SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred
stock
The
Company has 10,000,000 authorized shares of preferred stock, $0.001 par value per share. The Company’s Amended and Restated Articles
of Incorporation explicitly authorize the Board to issue any or all of such shares of preferred stock in one (1) or more classes or series
and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any class or series, without further vote or action by the stockholders.
Series
B preferred stock
On
August 16, 2019, the Company filed the Certificate of Designation, Preferences, and Rights of Series B Convertible Preferred Shares with
the Secretary of State of the State of Nevada (the “Series B Preferred COD”) designating 1,700,000 shares of Series B Convertible
Preferred Stock with a par value of $0.001 and a stated value of $0.001 (the “Series B Preferred”). The Series B Preferred
have no voting rights and are not redeemable. Each share of Series B Preferred stock is convertible into one share of common stock at
the option of the holder subject to beneficial ownership limitation. A holder of Series B Preferred may not convert any shares of Series
B Preferred into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with
the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock
outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms
of the Series B Preferred 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 B Preferred 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.
As
of March 31, 2024 and December 31, 2023, no shares of Series B preferred stock were issued or outstanding.
Series
D preferred stock
On
July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D
Preferred Stock (the “Series D COD”) with the Secretary of State of the State of Nevada designating 1,250,000 shares of preferred
stock as Series D. The Series D preferred stock (“Series D Preferred”) does not have the right to vote. The Series D Preferred
has a stated value of $6.00 per share (the “Series D Stated Value”). Subject only to the liquidation rights of the holders
of Series B Preferred that is currently issued and outstanding, upon the liquidation, dissolution or winding up of the business of the
Company, whether voluntary or involuntary, the Series D Preferred holders are entitled to receive an amount per share equal to the Series
D 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.
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D Preferred
is convertible into 1,000 shares of common stock. A holder of Series D Preferred may not convert any shares of Series D Preferred into
common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or
any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately
after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However,
upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed
9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership
limitation will not take effect until 61 days following notice to the Company.
Approval
of at least a majority of the outstanding Series D Preferred is required to: (a) amend or repeal any provision of, or add any provision
to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named)
or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series D Preferred, regardless
of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise
or filing any Certificate of Designation, it being understood that the creation of a new security having rights, preferences or privileges
senior to or on parity with the Series D Preferred in a future financing will not constitute an amendment, addition, alteration, filing,
waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series D Preferred;
(c) issue any Series D Preferred, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited
by the terms of the Series D Preferred, circumvent a right of the Series D Preferred.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
As
of March 31, 2024 and December 31, 2023, no shares of Series D Preferred were issued or outstanding.
Series
E preferred stock
On
October 6, 2020, the Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred
Stock (the “Series E COD”) with the Secretary of State of the State of Nevada designating 562,250 shares of preferred stock
as Series E Preferred.
On
December 28, 2020, the Board filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series
E Convertible Preferred Stock (the “Amended Series E COD”) with the Secretary of State of the State of Nevada. The Series
E Preferred has a stated value of $13.34 per share (the “Series E Stated Value”). Pursuant with the Amended Series E COD:
|
● |
Each
holder of Series E Preferred 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 Preferred 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 Preferred (and not any
part of the Series E Preferred) at a price equal to 115% of (i) the Series E Stated Value per share plus (ii) all unpaid dividends
thereon. If the Company fails to redeem all outstanding Series E on the redemption date, it shall be deemed to have waived its redemption
right. |
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E Preferred
shall be convertible into that number of shares of common stock calculated by dividing the Series E Stated Value of each share of Series
E Preferred being converted by the conversion price. The initial conversion price was $0.01, subject to certain adjustment as provided
below. In addition, the Company shall issue any holder of Series E Preferred converting all or any portion of their Series E Preferred
an additional sum (the “Make Good Amount”) equal to $210 for each $1,000 of Series E Stated Value of the Series E Preferred
converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Series E Stated Value during the Triggering
Event Period (the “Extra Amount”). Subject a beneficial ownership limitation of 4.99% or 9.99%, the Make Good Amount shall
be paid in shares of common stock, as follows: The number of shares of common stock issuable as the Make Good Amount shall be calculated
by dividing the Extra Amount by the product of 80% times the average VWAP for the five trading days prior to the date a holder delivered
a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of
common stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average
VWAP for the five trading days prior to the Conversion Date.
Subject
to a beneficial ownership limitation of 4.99% or 9.99%, 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 Preferred (such conversion
amount of the Series E Preferred to be converted pursuant to this Section 6(b) (the “Triggering Event Conversion Amount”),
into shares of common stock at the Triggering Event Conversion Price. The “Triggering Event Conversion Amount” means 125%
of the Series E Stated Value and the “Triggering Event Conversion Price” means $0.006.
If
and whenever on or after the initial issuance date but not after two years from the original issuance date, the Company issues or sells,
or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an exempt
issuance, for a consideration per share (the “Base Share Price”) less than a price equal to the conversion price in effect
immediately prior to such issuance or sale or deemed issuance or sale (such conversion price then in effect is reflected to herein as
the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance,
the conversion price then in effect shall be reduced to an amount equal to the base share price.
From
and after the Original Issuance Date, cumulative dividends on each share of Series E Preferred shall accrue, whether or not declared
by the Board and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate
of 6% per annum based on a 360-day year on the Series E Stated Value plus all unpaid accrued and accumulated dividends thereon. As of
March 31, 2024 and December 31, 2023, the Company has accrued dividends of $182,509 and $178,235, respectively, which has been included
in accrued expenses on the accompanying unaudited consolidated balance sheets.
On
a pari passu basis with the holders of Series D Preferred 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 Preferred is entitled to receive an amount per share
equal to the Series E 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 Preferred holder no longer owns at least
50% of the Series E Preferred, the holders of Series E Preferred 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.
Approval
of at least a majority of the outstanding Series E Preferred is required to: (a) amend or repeal any provision of, or add any provision
to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named)
or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series E Preferred, 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 Preferred in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal
for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series E Preferred; (c) issue any Series
D Preferred, (d) issue any Series E Preferred in excess of 562,250 or (e) without limiting any provision under the Series E COD, whether
or not prohibited by the terms of the Series E Preferred, circumvent a right of the Series E Preferred.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
These
Series E Preferred issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option
of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was
appropriate. As per the terms of the Amended Series E COD, the Company shall have the right but not the obligation to redeem all outstanding
Series E Preferred (and not any part of the Series E Preferred) at a price equal to 115% of (i) the Series E Stated Value per share plus
(ii) all unpaid dividends thereon. As such, since the Series E is redeemable upon the occurrence of an event that is within the Company’s
control, the Series E Preferred is classified as permanent equity.
The
Company concluded that the Series E Preferred represented an equity host and, therefore, the redemption feature of the Series E Preferred
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 were clearly and closely related to the equity host instrument. Accordingly,
the conversion rights feature on the Series E Preferred were not considered an embedded derivative that required bifurcation.
On
June 22, 2023, the Company offered holders of warrants issued in the Series E Offering and warrants issued in the Series G Offering (as
described below) to purchase up to an aggregate of 977,912,576 shares of the Company’s common stock at $0.01 per share (the “Eligible
Warrants”) the opportunity to exercise the Eligible Warrants at $0.002 per share (the “Offer”). The Offer was contingent
upon enough Eligible Warrants being exercised so that the Company received aggregate minimum proceeds of $500,000. The Company received
gross proceeds of $619,111 from the exercise of the Eligible Warrants.
The
Company agreed with the holders of outstanding Series E Preferred that did not participate in the Offer that, contingent on the Offer
being exercised with regard to Eligible Warrants aggregating the minimum proceeds, the Company would reduce the conversion price of the
Series E Preferred and warrants issued in the Series E Offering to $0.003 per share. (See Warrants discussion below).
During
the three months ended March 31, 2024 and twelve months ended December 31, 2023, there were no conversions of shares of Series E Preferred.
As
of March 31, 2024 and December 31, 2023, 21,418 shares of Series E Preferred were issued and outstanding.
Series
G preferred stock
On
December 31, 2021, we entered into securities purchase agreements with investors pursuant to which the Company issued an aggregate of
(i) 710,000 shares of a newly created series of preferred stock called the Series G Convertible Preferred Stock (the “Series G
Preferred”) and (ii) common stock purchase warrants to purchase up to 700,000,000 shares of the Company’s common stock with
an exercise price of $0.01 (the “Series G Offering”). In connection with the Series G Offering, on December 28, 2021, the
Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (the “Series
G COD”) with the Secretary of State of the State of Nevada designating 1,000,000 shares of preferred stock as Series G Preferred.
The Series G Preferred has a stated value of $10.00 per share (the “Series G Stated Value”). The gross proceeds to the Company
from the Series G Offering were $7,100,000.
Pursuant
to the Series G COD,
|
● |
Each
holder of Series G Preferred 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 Preferred 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 Company shall have the right but not the obligation to redeem all outstanding Series G Preferred (and not any part
of the Series G Preferred) at a price equal to 115% of (i) the Series G Stated Value per share plus (ii) all unpaid dividends thereon.
If the Company fails to redeem all outstanding Series G Preferred on the redemption date, it shall be deemed to have waived its redemption
right. |
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G Preferred
shall be convertible into that number of shares of common stock calculated by dividing the Series G Stated Value of each share of Series
G Preferred being converted by the applicable conversion price. The initial conversion price of the Series G Preferred is $0.01, subject
to adjustment as provided below. In addition, the Company will issue a holder of Series G Preferred converting all or any portion of
their Series G Preferred an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Series G Stated
Value converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to a 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 of Series G Preferred delivered a notice of conversion to the Company (the “Conversion
Date”).
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, subject to certain
exceptions, for a consideration per share (the “Base Share Price”) less than a price equal to the applicable conversion price
in effect immediately prior to such issuance or sale or deemed issuance or sale (such conversion price then in effect is reflected to
herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
From
and after the original issuance date, cumulative dividends on each share of Series G Preferred shall accrue, whether or not declared
by the Board and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate
of 6% per annum based on a 360-day year on the Series G Stated Value plus all unpaid accrued and accumulated dividends thereon. As of
March 31, 2024 and December 31, 2023, the Company has accrued dividends of $574,571 and $620,975, respectively, which has been included
in accrued expenses on the accompanying unaudited consolidated balance sheets.
On
a pari passu basis with the holders of Series E Preferred, upon the liquidation, dissolution or winding up of the business of the Company,
whether voluntary or involuntary, the Series G Preferred is entitled to receive an amount per share equal to the Series G 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 Preferred have the right to participate, pro rata, in each subsequent financing in an
amount up to 40% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent
financing.
Approval
of at least two-thirds of the outstanding Series G Preferred is required to: (a) amend or repeal any provision of, or add any provision
to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named)
or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series G Preferred, 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 Preferred in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal
for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series G Preferred; (c) issue any Series
E Preferred or Series D Preferred, (d) issue any Series G Preferred in excess of 1,000,000 or (e) without limiting any provision under
the Series G COD, whether or not prohibited by the terms of the Series G Preferred, circumvent a right of the Series G Preferred.
Under
the terms of the Series G Preferred, if the Company issues or sells (or is deemed to have issued or sold) additional shares of common
stock for a price-per-share that is less than the price equal to the conversion price of the Series G Preferred held by the holders of
the Series G Preferred immediately prior to such issuance, then the conversion price of the Series G Preferred will be reduced to the
price per share of such dilutive issuance. As a result of the issuance of common stock on the exercise of certain Eligible Warrants at
an exercise price of $0.002 per share, the conversion price for all 430,663 remaining outstanding Series G Preferred shall henceforth
be $0.002 per share.
The
Series G Preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the
option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet
was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation
to redeem all outstanding Series G Preferred (and not any part of the Series E Preferred) at a price equal to 115% of (i) the Series
G Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G Preferred is redeemable upon the occurrence
of an event that is within the Company’s control, the Series G Preferred is classified as permanent equity.
The
Company concluded that the Series G Preferred represented an equity host and, therefore, the redemption feature of the Series G Preferred
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 were clearly and closely related to the equity host instrument. Accordingly,
the conversion rights feature on the Series G Preferred were not considered an embedded derivative that required bifurcation.
On
June 22, 2023, the Company offered holders of warrants issued in the Series E Offering and warrants issued in the Series G Offering to
purchase up to an aggregate of 977,912,576 shares of the Company’s common stock at $0.01 per share (the “Eligible Warrants”)
the opportunity to exercise the Eligible Warrants at $0.002 per share (the “Offer”). The Offer was contingent upon enough
Eligible Warrants being exercised so that the Company received aggregate minimum proceeds of $500,000. The Company received gross proceeds
of $619,111 from the exercise of the Eligible Warrants.
During
the year ended December 31, 2023, the Company received proceeds of $619,111 and issued 309,555,430 shares of common stock to holders
of Eligible Warrants upon the exercise of Eligible Warrants to purchase 309,555,430 shares of common stock. The proceeds were used by
the Company to meet general capital requirements. (See Warrants discussion below).
During
the three months ended March 31, 2023, the Company issued 43,684,680 shares of its common stock in connection with the conversion of
29,000 shares of Series G Preferred and accrued dividends payable of $20,056. The conversion ratio was based on the Series G COD.
During
the three months ended March 31, 2024, the Company issued 696,876,687 shares of its common stock in connection with the conversion of
44,837 shares of Series G Preferred and accrued dividends payable of $121,892. The conversion ratio was based on the Series G COD.
As
of March 31, 2024 and December 31, 2023, 430,663 and 475,500 shares of Series G Preferred were issued and outstanding, respectively.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Series
H preferred stock
On
September 20, 2022, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred
Stock (the “Series H COD”) with the Secretary of State of the State of Nevada designating 35,000 shares of preferred stock
as Series H (“Series H Preferred”). The Series H Preferred has no stated value and pursuant to the Series H COD:
|
● |
Each
share of Series H Preferred shall have no voting rights. |
|
|
|
|
● |
Each
share of Series H Preferred shall be convertible into 10,000 shares of the Company’s common stock, subject to the beneficial
ownership limitations. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock
outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H Preferred
held by such holder. The holder of Series H Preferred and the Company, by mutual consent, may increase or decrease the Beneficial
Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock
upon conversion of the Series H Preferred held by the Holder. |
|
|
|
|
● |
Upon
the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series
H Preferred stock shall be entitled to receive out of assets of the Company legally available therefor the same amount that a holder
of the Company’s common stock would receive on an as-converted basis (without regard to the beneficial ownership limitation
or any other conversion limitations hereunder). The right of a Series H Holder to receive such payment shall be preferential to the
right of holders of common stock but shall be subordinate to the rights of the holder of any other series of preferred stock of the
Company. |
In
connection with the acquisitions of Freight Connections, on September 16, 2022, the Company issued 32,374 shares of Series H Preferred.
These shares were valued in the amount of $1,910,066 based on the as if converted fair value of the underlying common stock, or $0.0059
per share, based on the quoted closing price of the Company’s common stock on the measurement date.
As
of both March 31, 2024 and December 31, 2023, 32,374 shares of Series H Preferred were issued and outstanding.
Series
I Preferred Stock
On
July 14, 2023, the Company filed the Certificate of Designation, Rights and Limitations of Series I Preferred Shares with the Secretary
of State of the State of Nevada (the “Series B Preferred COD”) designating 1 share of Series I Preferred Stock with a par
value of $0.001 (the “Series I Preferred”).
Since
a substantial portion of the unissued shares of Common Stock are held in reserve in connection with rights of conversion of convertible
preferred stock and/or debt and/or exercise of warrants and/or options, the Company will not be able to issue shares in connection with
additional equity investments (including any requirements by investors to place shares of Common Stock in reserve for conversion of convertible
preferred stock and/or debt and/or exercise of warrants and/or options), unless the Company amends its Articles of Incorporation to authorize
the issuance of additional Common Stock. Senior management believed it was in the interest of the Company that the Articles of Incorporation
of the Company be amended to authorize the issuance of 50,000,000,000 shares of Common Stock (the “Authorized Share Increase Proposal”).
In
connection with obtaining expeditious stockholder approval of the amendment to its Articles of Incorporation for the Authorized Share
Increase Proposal, the Company issued a new series of Series I Preferred having the right to vote and/or consent solely on the Authorized
Share Increase Proposal. Solely with respect to the Authorized Share Increase Proposal, the Series I Preferred had 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). The Series I Preferred Stock had no right to vote and/or consent on
any matter other than an Authorized Share Increase Proposal. The Series I Preferred was not entitled to participate in any distribution
of assets or rights upon any liquidation, dissolution or winding up of the Company, was not convertible into Common Stock or any other
security of the Company, and was not be entitled to any dividends or distributions.
In
July 2023, John Mercadante, a member of the Board, was issued one share of Series I Preferred, which was determined to have no value.
Upon
approval of the Authorized Share Increase Proposal on July 27, 2023, the Series I Preferred issued and outstanding was automatically
surrendered to the Company and cancelled for no consideration upon the effectiveness of the amendment to the Company’s Articles
of Incorporation that was authorized by stockholder approval of such Authorized Share Increase Proposal. Upon such surrender and cancellation,
all rights of the Series I Preferred Stock ceased and terminated, and the Series I Preferred Stock was retired and returned to the status
of authorized and unissued preferred stock.
Common
stock
On
July 27, 2023, the stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon (the “Consenting
Stockholders”) consented in writing to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of
the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company (“2023 Amendment”). This
consent was sufficient to approve the 2023 Amendment under Nevada law, which authorized an increase of the number of shares of common
stock that the Company may issue to 50,000,000,000 shares, par value $0.001.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Shares
issued in connection with conversion of Series G preferred shares
During
the three months ended March 31, 2023, the Company issued 43,684,680 shares of its common stock in connection with the conversion of
29,000 shares of Series G Preferred and accrued dividends payable of $20,056. The conversion ratio was based on the Series G COD, as
amended.
During
the three months ended March 31, 2024, the Company issued 696,876,687 shares of its common stock in connection with the conversion of
44,837 shares of Series G Preferred and accrued dividends payable of $121,892. The conversion ratio was based on the Series G COD, as
amended.
Shares
issued for compensation
On
January 3, 2023, the Board granted the chief operating officer 21,634,615 shares of its common stock which were valued at $90,865, or
$0.0042 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares
will vest in equal quarterly installments with the first installment of 5,408,653 shares vesting on March 31, 2023, and 5,408,654 shares
vesting each quarter through December 31, 2023. The Company valued these shares of common stock at a fair value of $90,865 and will record
stock-based compensation expense over the one-year vesting period.
During
the three months ended March 31, 2024 and 2023, aggregate accretion of stock-based compensation expense on the above granted shares,
which is net of the reversal of previously recognized stock-based expense due to forfeiture, amounted to $27,987 and $117,292, respectively.
Total unrecognized compensation expense related to these vested and unvested shares of common stock on March 31, 2024 amounted to $83,962,
which will be amortized over the remaining vesting period of approximately five months.
The
following table summarizes activity related to non-vested shares:
SUMMARY
OF ACTIVITY RELATED TO NON-VESTED SHARES
| |
Number of Non-Vested Shares | | |
Weighted Average Grant Date Fair Value | |
Non-vested, December 31, 2023 | |
| 61,063,216 | | |
$ | 0.011 | |
Shares vested | |
| (30,531,608 | ) | |
| (0.008 | ) |
Non-vested, March 31, 2024 (1) | |
| 30,531,608 | | |
$ | 0.011 | |
Warrants
Warrant
activities for the three months ended March 31, 2024 are summarized as follows:
SUMMARY OF WARRANT ACTIVITIES
| |
Number of Shares Issuable Upon Exercise of Warrants | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Balance Outstanding December 31, 2023 | |
| 948,452,679 | | |
$ | 0.008 | | |
| 2.81 | | |
$ | 0 | |
Expired | |
| (49,000 | ) | |
| (1.00 | ) | |
| - | | |
| - | |
Balance Outstanding March 31, 2024 | |
| 948,403,679 | | |
$ | 0.008 | | |
| 2.56 | | |
$ | 0 | |
Exercisable, March 31, 2024 | |
| 948,403,679 | | |
$ | 0.008 | | |
| 2.56 | | |
$ | 0 | |
Stock
options
Stock
option activities for the three months ended March 31, 2024 are summarized as follows:
SUMMARY OF STOCK OPTION ACTIVITIES
| |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Balance Outstanding December 31, 2023 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.33 | | |
$ | - | |
Granted/Cancelled | |
| - | | |
| - | | |
| - | | |
| - | |
Balance Outstanding March 31, 2024 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.08 | | |
$ | - | |
Exercisable, March 31, 2024 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.08 | | |
$ | - | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
NOTE
6 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS
In
connection with the finalization of the deeds of assignment for the benefit of creditors, the Assignee demanded a one-time payment of
$200,000 to close out the estates of Prime EFS and Shypdirect. Accordingly, during the year ended December 31, 2022, the Company recorded
a contingency loss of $200,000 as of December 31, 2022, the Company accrued the potential settlement amount of $200,000 which was included
in accrued expenses on the accompanying consolidated balance sheets. On October 3, 2023, the Assignee filed with the Court a Notice of
Motion for Entry of an Order Approving Stipulation of Settlement Resolving Potential Avoidance Claims Against the Company, Prime EFS
and Shypdirect, whereby the Company shall make a payment to the Assignee in the amount of $50,000 on or before December 31, 2023 in full
settlement of all claims. On October 3, 2023, the Assignee filed with the Court a Notice of Motion for Entry of an Order Approving Stipulation
of Settlement Resolving Potential Avoidance Claims Against the Company, Prime EFS and Shypdirect, whereby the Company shall make a payment
to the Assignee in the amount of $50,000 on or before December 31, 2023 in full settlement of all claims. On October 27, 2023, the Court
approved this settlement. As of March 31, 2024, the Company has not paid the $50,000 and as of March 31, 2024 and December 31, 2023,
the Company has included the $50,000 on the accompanying consolidated balance sheets, respectively.
NOTE
7 – COMMITMENTS AND CONTINGENCIES
Legal
matters
From
time to time, we may be involved in litigation or receive claims arising out of our operations in the normal course of business. Other
than discussed below, we are not currently a party to any other legal proceeding or are aware of claims that we believe would, if decided
adversely, have a material adverse effect on our business, financial condition, or operating results. We also disclose any recent settlements
and accruals taken in connection therewith, as of March 31, 2024.
SCS,
LLC v. TLSS
On
November 17, 2020, a former financial consultant to the Company, SCS, LLC, filed an action against the Company in the Circuit Court of
the 15th Judicial Circuit, Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The
case was assigned Case No. 50-2020-CA-012684.
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. The complaint alleges claims for breach of contract, quantum meruit, unjust enrichment and account stated.
On
February 9, 2021, the Company filed its answer, defenses and counterclaims 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 sought in the main action because SLS was at least grossly negligent in any due diligence it undertook before recommending
that the Company acquire Prime EFS LLC in June 2018. SCS filed a motion to strike TLSS’s defenses and counterclaims, and TLSS opposed
that application. Those motions remain sub judice.
A
two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second
day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims.
On
July 20, 2023, SCS moved for summary judgment in this action. On July 27, 2023, the Company filed papers opposing the motion. On August
21, 2023, the court conferenced SCS’s motion for summary judgment and SCS’s motion to strike counterclaims and dismiss the
counterclaims. The court indicated it would deny the first motion and grant the second motion. On September 5, 2023, the Company filed
Amended Affirmative Defenses and an Amended Counterclaim. On October 2, 2023, SCS filed a motion to Dismiss the Amended Counterclaim
but it did not file a motion to strike the Amended Affirmative Defenses. On October 3, 2023, the Company filed a motion to strike SCS’s
Motion to Dismiss the Amended Counterclaim on the grounds that SCS’s motion was not filed within ten (10) days as required under
Florida law. On July 19, 2024, the court denied SCS’s motion for summary judgment on all claims in its entirety.
The
Company believes it has substantial defenses to all claims alleged in SCS’s complaint, as well as valid affirmative defenses and
counterclaims. The Company therefore intends to defend this case vigorously.
Because
there have been no further filings or proceedings on this case since July 2024, it is not possible to evaluate the likelihood of a favorable
or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. The Company is currently
in settlement discussions with SCS.
Shareholder
Derivative Action
On
June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15th
Judicial Circuit in and for Palm Beach County, Florida (the “Court”) captioned SCS, LLC, derivatively on behalf of Transportation
and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics
Systems, Inc. The action has been assigned Case No. 2020-CA-006581.
The
plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the
Company, 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.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
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 self-insured retention. Each of the individual defendants and Ascentaur LLC has advised
that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, Mercadante asserts that
he made every effort to consummate an equity offering in late 2019 and early 2020 and could not do so solely because of the Company’s
precarious financial condition. Mercadante also asserts that he made clear to SCS and other preferred equity holders, before they converted
their shares into common stock, that there was no guarantee the Company would be able to consummate an equity offering in late 2019 or
early 2020. In addition, Mercadante and Cerny assert that they received equity in the Company on terms that were entirely fair to the
Company and entered into MCA transactions solely because no other financing was available to the Company.
By
order dated September 15, 2022, the Circuit Judge assigned to this case dismissed the original Complaint in the matter, finding (a) that
SCS had failed to adequately allege it has standing and (b) that the complaint fails to adequately allege a cognizable claim. The dismissal
was without prejudice, meaning SCS could attempt to replead its claims.
On
October 5, 2022, SCS filed an Amended Complaint in this action. By order dated December 19, 2022, the Circuit Judge assigned to this
case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint
still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice.
On
January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the pleading or in
the alternative for summary judgment on it in their favor. The Court heard argument on that motion on March 9, 2023. On May 15, 2023,
the Court issued a summary order denying the defendants’ motion to dismiss. On June 1, 2023, all defendants moved for reconsideration
of the May 15 order. On November 28, 2023, the Court denied the motion for reconsideration.
The
Company believes the action to be frivolous and intend to mount a vigorous defense to this action. On September 15, 2024, the defendants
filed a Motion to Strike Plaintiff’s Pleadings and to Preclude Plaintiff from Calling Any Witnesses or Introducing Any Exhibits
at Trial to Plaintiff’s failure to (i) comply with the court’s Pretrial Order; and (ii) produce discovery.
Because
no discovery has occurred in the case, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it
possible to estimate the amount or range of any potential loss in the matter. In a derivative case, any recovery is to be paid to the
corporation; however, the individual defendants in this case are fully indemnified by the Company unless a final judgment is entered
against them for deliberate or intentional misconduct.
Jose
R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.
On
August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned
Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.
In
this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a
box truck leased by Shypdirect and subleased to Prime EFS and being driven by a Prime EFS employee, in which the plaintiff’s ankle
was injured. Plaintiff has thus far transmitted medical bills exceeding $789,000. Prime EFS and Shypdirect demanded their vehicle liability
carrier assume the defense of this action. To date, the carrier has not done so, allegedly because, among other reasons, the box truck
was not on the list of insured vehicles at the time of the accident.
On
November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against
the insurance company in an effort to obtain defense and indemnity for this action.
On
May 21, 2021, Prime EFS and Shypdirect also filed an action in the Supreme Court, State of New York, Suffolk County (the “Suffolk
County Action”), seeking defense and indemnity for this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County
Hall insurance policy to Shypdirect.
On
August 19, 2021, the Plaintiff filed a motion for leave to file a First Amended Complaint to name four (4) additional parties as defendants
– TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. In the claim against TLSS, Plaintiff seeks to “pierce the corporate
veil” and hold TLSS responsible for the alleged liabilities of Prime and/or Shypdirect as the supposed alter ego of these subsidiaries.
In the claims against Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc., Plaintiff seeks to hold these entities responsible for the
alleged liabilities of Prime and/or Shypdirect on a successor liability theory.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
September 16, 2021, each of these entities filed papers in opposition to this motion.
On
September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, thus adding TLSS, Shyp CX, Inc., Shyp
FX, Inc. and Cougar Express, Inc. as Defendants.
On
October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action.
On
November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled
their Third-Party Complaint against TCI/Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the
Third-Party Complaint, denying its material allegations.
On
March 2, 2022, Plaintiff sought and was granted leave to file a Second Amended Complaint, bringing claims against Prime and Shypdirect’s
vehicle liability carrier, County Hall (for discovery) as well as the producing broker, TCE/Acrisure. Plaintiff also asserted additional
alter ego allegations against TLSS.
On
February 15, 2023, Plaintiff filed a motion for leave to file a Third Amended Complaint in this action, seeking to assert claims against
TLSS’s former CEO, John Mercadante, also on a “pierce the corporate veil” theory. On March 9, 2023, TLSS, Prime and
Shypdirect opposed the motion for leave to add Mercadante, arguing that any claim against Mercadante would be both futile and time-barred.
On March 31, 2023, the Court denied Plaintiff’s motion to add Mr. Mercadante as a party.
In
January and February, 2023, numerous depositions were taken in the case, including those of Messrs. Giordano and Mercadante.
On
September 16, 2024, the court entered an order granting Plaintiff’s motion for final judgment by default on liability against Defendants
Shypdirect, Prime EFS, Shyp CX, Shyp FX, and Cougar Express.
To
date, to the best of the Company’s knowledge, information and belief, no discovery has been taken in this action which would permit
the imposition of alter ego liability on TLSS for the subject accident.
To
date, to the best of the Company’s knowledge, information and belief, no discovery has been taken in this action which would permit
the imposition of successor liability on Shyp CX, Inc., Shyp FX, Inc. and/or Cougar Express, Inc. for the subject accident.
Under
a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000
in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’
that are not covered by the policy.” (See Endorsement CHI – 290 (02/19) to County Hall policy effective May 31, 2019.)
The
Company intends to vigorously defend itself in this action and to pursue the third-party actions, in the name and right of Prime and
Shypdirect, against both County Hall and TCE/ Acrisure.
All
discovery in this case, other than discovery pertaining to alter ego liability and successor liability discussed above, was completed
on or before August 31, 2024.
Currently,
there are pending cross-motions for summary judgment filed by Plaintiff, Defendants/Third-Party Plaintiffs Jose A. Mercedes-Mejia, Prime
EFS, Shypdirect, LLC, and TLSS, and Defendant/Third-Party Defendant County Hall Insurance. The insurance broker, Acrisure, has also filed
a motion on the malpractice claim against it. On November 8, 2024, the court granted Defendant/Third-Party Plaintiff Ryder Truck Rental,
Inc.’s motion for summary judgment. On December 6, 2024, the parties engaged in a mediation session. While a settlement was not
reached on the day the meditation session was held, the parties continue to discuss a potential resolution.
Because
of this complex litigation involving multiple parties and claims, the Company cannot evaluate the likelihood of an adverse outcome or
estimate the Company’s liability, if any, in connection with this claim.
Maria
Lugo v. JFK Cartage
The
Company’s JFK Cartage, Inc. subsidiary is one of three defendants in an action captioned Maria Lugo v. JFK Cartage, Inc. d/b/a
Fifth Dimension Logistix, Joan Ton, individually, and Chris Bartley, individually. The case is pending in Supreme Court, State of
New York, Queens County, Index No. 704862/2022.
In
this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation
in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December
28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further
alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for 10 days. Plaintiff
alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who
“questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated
due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.”
She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The conduct
alleged in the complaint occurred prior to the Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that,
in relation to this action, it has a right to full indemnification from the selling stockholder (including for attorneys’ fees)
as well as set-off rights against notes payable to the selling stockholder.
On
September 4, 2024, a Stipulation of Discontinuance was filed which resulted in the dismissal of this case and closure of the entire action.
Elaine
Pryor v. Rocio Perez, et al.
The
Company’s Freight Connections, Inc. subsidiary (“FCI”) (which was deconsolidated from TLSS operations as of December
1, 2023) was one of three named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC
and Freight Connections, Inc. in the Superior Court of New Jersey, Essex County, Docket No. ESX-L-5147-18.
In
this action, which was filed in 2018, Plaintiff alleges that on February 1, 2017, she suffered personal injuries in a collision between
her motor vehicle and a truck operated by a then employee of FCI. Plaintiff alleges that the truck was owned by FCI and leased to North
Trucking & Logistics at the time.
Two
other actions related to insurance coverage for the accident were filed. They are Acceptance Indemnity Insurance Company v. Freight
Connections, LLC (Superior Court of New Jersey, Essex County, Docket No. ESX-L-7144-19) and New Jersey Manufacturers Insurance
Company, as subrogee of Elaine Pryor v. Acceptance Indemnity Insurance Company (Superior Court of New Jersey, Essex County, Docket
No. ESX-L-5120). However, these two actions involving insurance coverage issues have been consolidated with the Pryor personal
injury claim.
In
an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues.
The
conduct alleged in the Pryor complaint occurred prior to the Company’s September 16, 2022, acquisition of FCI. The selling
stockholder of FCI has advised the Company that the truck in question was not owned by FCI at the time of the accident and hence that
FCI is not a proper party defendant in this action.
On
May 8, 2023, the Court in the Elaine Pryor action entered an order, on the consent of counsel for all parties, directing that
the name of defendant FCI be changed to Freight Connections LLC and that this change be reflected in the caption of the case (the “May
8, 2023 Order”). Freight Connections LLC is not a corporate affiliate of FCI but is rather an independent trucking company that
is wholly-owned by the individual who sold the stock of FCI to TLSS-FC effective September 16, 2022. (See Note 1 above.)
In
light of the May 8, 2023 Order, the Company does not believe that it can be adjudged liable for any verdict or settlement in the Elaine
Pryor action.
The
case was settled before the September 16, 2024 scheduled trial date and a Stipulation of Dismissal was filed by all parties on September
25, 2024. The Company has no liability in this matter.
Josh
Perez v. Cougar Express, Inc.
An
attorney for a former Cougar Express (CE) employee, Josh Perez (“Perez”), has advised CE that he has filed a charge of discrimination
against CE with the U.S. Equal Employment Opportunity Commission (EEOC).
Perez
allegedly is asserting claims against CE for: gender discrimination under Title VII and the New York State Human Rights Law (“NYSHRL”);
pregnancy/childbirth discrimination under Title VII of the federal Civil Rights Act of 1964, as amended; retaliation under Title VII
and NYSHRL; and familial status discrimination under NYSHRL.
However,
CE has not received a copy, nor any notification, of the filing.
Perez
was employed by CE as a dock worker beginning on March 8, 2022 and last worked September 27, 2022. He alleges that in or around July
2022, he informed CE that he was expecting a child. Perez has not provided any details regarding the individual(s) with CE he allegedly
informed. On 9/27/22, Perez requested that CE complete the employer section of his New York Paid Family Leave (“PFL”) paperwork,
which CE did. Thereafter, Perez ceased communicating with CE. Further, CE did not receive any confirmation that Perez had in fact filed
for PFL or that his PFL was approved.
Because
CE did not hear from Perez or receive any confirmation concerning his application for or approval of PFL, CE concluded that Perez had
resigned. Another worker was hired to fill Perez’s former position. Then, on or about December 27, 2022, Perez contacted CE attempting
to return to work and was informed that there was no position for him.
CE
categorically denies Perez’s allegations and any purported wrongdoing. Because this matter is apparently pending with the EEOC
and CE has neither received a copy of the filing nor any notification of the filing, the Company cannot evaluate the likelihood of an
adverse outcome or estimate the Company’s liability, if any, in connection with it.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Joseph
Corbisiero v. Freight Connections, Inc., TLSS and TLSS-FC
On
October 19, 2023, Joseph Corbisiero (“Corbisiero”) filed an action in the Superior Court of the State of New Jersey, Bergen
County, against the Company’s subsidiary, Freight Connections, Inc. (“FC”) (which was deconsolidated from TLSS operations
as of December 1, 2023), the Company, and the Company’s TLSS-FC, Inc. subsidiary. The case has been assigned # BER-L-005669-23.
Corbisiero, who was then the sole stockholder of FC, sold all outstanding shares of FC capital stock to TLSS-FC effective September 16,
2022 (the “FC Closing Date”) and has acted as the CEO of FC since then.
The
complaint in this action contained two counts, one for the alleged breach of a $4,544,671 secured promissory note executed by FC in Corbisiero’s
favor as of the FC Closing Date (the “FC Promissory Note”), and the other for enforcement of a security agreement, also dated
as of the FC Closing Date, pursuant to which FC granted Corbiserio a lien and security interest “on all” of FC’s property,
assets and rights of every kind (the “FC Security Agreement”). Neither the Company, nor TLSS-FC, is a party to the FC Promissory
Note or the FC Security Agreement. In the lawsuit, the Company and TLSS-FC are each denominated a “Nominal Defendant” and
the complaint does not seek relief from either entity.
In
the complaint, Corbisiero alleged that FC defaulted on the FC Promissory Note by failing to pay monthly interest beginning in or around
August 1, 2023. Plaintiff also alleges that, by reason of its default, FC is also liable for default interest of 18% per annum plus late
charges of 5% each delinquent payment, plus costs of collection. The complaint further alleged that by reason of FC’s default,
FC became liable for the full repayment of principal prior to the December 31, 2023, maturity date set forth in the note (see Note 9).
The
complaint also contained a single paragraph in which it is alleged that “TLSS and TLSS-FC are necessary and indispensable parties
to the instant action by virtue of each entity’s express covenant and agreement to indemnify, defend, protect and hold harmless
Plaintiff from and against all losses incurred by Plaintiff in connection with, among other things, any breach or nonfulfillment of any
covenant or agreement on the part of TLSS-FC and TLSS under the stock purchase and sale agreement pursuant to which, as amended, TLSS-FC
(the “FC SPSA”) acquired the then-outstanding capital stock of FC.”
On
May 13, 2024, a Notice of Voluntary Dismissal Without Prejudice was filed by Corbisiero and this case was dismissed due to the petitions
for relief filed by Freight Connections and TLSS-FC under chapter 7 of title 11 of the United States Bankruptcy Code. Plaintiff expressly
reserved all claims, causes of action, and defenses against the Company, both individually and collectively, in connection with this
dispute.
Emerson
Swan v. Severance Trucking Co., Inc.
On
April 1, 2024, a judgment was entered against Severance Trucking on behalf of Emerson Swan, Inc. (“Emerson”) in the amount
of $96,226, including prejudgment interest, statutory costs and legal fees. Emerson, which was a customer of Severance Trucking, claimed
that an employee of Severance Trucking stole $75,209 of Emerson’s products while under Severance Trucking’s control. The
Company did not accrue this claim and believes it is not liable since the accusation was made prior to the Severance Trucking acquisition
date in January 2023.
Employment
agreements
On
January 4, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement for the Chief Executive Officer (the “CEO
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 (with prior grants made to Ascentaur), at the discretion of the Board, up to 5% of the outstanding common stock of the
Company, vesting over the term of the CEO Employment Agreement, business expense reimbursement and benefits as generally made available
to the Company’s executives. Pursuant to the CEO Employment Agreement, on March 11, 2022, the Board granted the chief executive
officer 122,126,433 shares of its common stock (see Note 5). On March 1, 2024, the Board, appointed Sebastian Giordano, the Company’s
Chairman and Chief Executive Officer, to the additional offices of Chief Financial Officer and Treasurer of the Company. Due to the Company’s
financial condition, Mr. Giordano has agreed to temporarily defer pay, and has continued to do so, for at least some period of time;
however, such compensation and other benefits due Mr. Giordano under the CEO Employment Agreement, continue to accrue. On May 15, 2024,
the Company received a Termination for Good Reason (“Termination Notice”) related to the CEO Employment Agreement, for the
nonpayment of compensation and other benefits due under the CEO Employment Agreement. Under the terms of the CEO Employment Agreement,
the Company had until July 15, 2024 to cure such default or else Mr. Giordano’s termination pursuant to the Termination Notice
would be effective on July 15, 2024. The Company was unable to cure such default; however, on July 15, 2024, the Company and Mr. Giordano
agreed to a extend the termination date until August 15, 2024. On August 15, 2024, the Company and Mr. Giordano further extended the
termination date to November 15, 2024, and on November 14, 2024, the termination date was further extended to February 15, 2025. Through
the extended termination date, all existing wage and benefit provisions of the CEO Employment Agreement shall continue to accrue; however,
the claims under the Termination Notice remain in force, including that any granted, but unvested Restricted Stock Units, if any, have
been deemed fully vested under the Termination Notice (see Note 10).
NOTE
8 – RELATED PARTY TRANSACTIONS AND BALANCES
Due
to related parties
Freight
Connections incurred outside trucking costs with companies owned by the chief executive officer of Freight Connections. During the three
months ended March 31, 2024 and 2023, Freight Connections recorded aggregate outside trucking expense of $0 and $770,707, which is included
in loss from discontinued operations on the accompanying consolidated statement of operations, respectively. As of March 31, 2024 and
December 31, 2023, the aggregate amount due to these companies amounted to $0.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Notes
payable – related parties
On
April 14, 2023, the Board approved the Credit Facility under which the Company would obtain unsecured senior debt financing of up to
$1,000,000. The terms of the Credit Facility provided for interest at 12% per annum. However, upon default, the interest rate shall be
17% per annum. The maturity date of the financing was December 31, 2023, provided, however, the Company may prepay a loan at any time
without premium or penalty. Each loan under the Credit Facility was made on promissory notes. During April 2023, the Company received
initial loans under the Credit Facility, in the following amounts: (a) $500,000 from Mr. Mercadante on April 17, 2023; and (b) $100,000
from Mr. Giordano on April 21, 2023.
On
October 3, 2023 and November 28, 2023, the Company issued unsecured promissory notes to Mr. Mercadante and from an individual, who is
affiliated to Mr. Mercadante in the principal amounts of $500,000 and $60,000, respectively. Each unsecured promissory note matured one
year from the date of issuance and accrues interest at a rate per annum of 12%.
On
February 6, 2024 and February 15, 2024, the Company issued unsecured promissory notes to Mr. Mercadante in the principal amounts of $64,534
and $319,195, respectively. Each unsecured promissory note matures one year from the date of issuance and accrues interest at a rate
per annum of 12%.
On
February 21, 2024 and February 23, 2024, the Company issued unsecured promissory notes to Norman Newton (“Mr. Newton”) and
Charles Benton (“Mr. Benton”), both members of the Board, in the principal amounts of $1,000 and $3,109, respectively. Each
unsecured promissory note matured on September 30, 2024, and accrued interest at the rate per annum of 12%. On October 1, 2024, both
Mr. Newton and Mr. Benton each filed a notice of default, resulting in an increase in the rate of interest to 17% per annum as of the
date of default.
As
of March 31, 2024 and December 31, 2023, aggregate notes payable to related parties amounted to $1,547,838 and $1,160,000, respectively.
As of March 31, 2024 and December 31, 2023, the aggregate accrued interest payable amounted to $114,654 and $68,875, respectively, which
has been included in accrued expenses – related parties on the accompanying unaudited consolidated balance sheet.
See
Note 10 for subsequent defaults.
NOTE
9 – DISCONTINUED OPERATIONS
On
December 1, 2023, the Company ceased operations of its Freight Connections subsidiary and the Freight Bankruptcy occurred. Additionally,
on February 27, 2024, the Cougar Bankruptcy occurred. The Company and its other subsidiaries ceased all remaining logistic and transportation
service operations in mid-February 2024. As a result, accordingly, the Company has classified the related assets and liabilities associated
with its logistics and transportation services business as discontinued operations in its consolidated balance sheets and the results
of its logistics and transportation services business has been presented as discontinued operations in its consolidated statements of
operations for all periods presented as the discontinuation of its business had a major effect on its operations and financial results.
Unless otherwise noted, discussion in the other notes to consolidated financial statements refers to the Company’s continuing operations.
The
following table presents the major classes of assets and liabilities of the discontinued operations related to the Subsidiaries:
SCHEDULE
OF ASSETS AND LIABILITIES OPERATIONS OF THE DISCONTINUED OPERATIONS
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets of discontinued operations: | |
| | | |
| | |
Accounts receivable, net | |
$ | 67,511 | | |
$ | 807,838 | |
Prepaid expenses and other current assets | |
| - | | |
| 158,216 | |
Property and equipment, net | |
| - | | |
| 891,139 | |
Assets of discontinued operations, current portion | |
| 67,511 | | |
| 1,857,193 | |
| |
| | | |
| | |
Total assets of discontinued operations | |
$ | 67,511 | | |
$ | 1,857,193 | |
| |
| | | |
| | |
Liabilities of discontinued operations: | |
| | | |
| | |
Notes payable, current portion | |
$ | 2,467,432 | | |
$ | 3,010,866 | |
Accounts payable | |
| 1,137,303 | | |
| 1,119,433 | |
Accrued expenses | |
| 127,049 | | |
| 391,780 | |
Lease liabilities, current portion | |
| 2,522,042 | | |
| 2,522,042 | |
Liabilities of discontinued operations, current portion | |
| 6,253,826 | | |
| 7,044,121 | |
| |
| | | |
| | |
Total liabilities of discontinued operations | |
$ | 6,253,826 | | |
$ | 7,044,121 | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
following table summarizes the results of operations of the discontinued operations:
| |
2024 | | |
2023 | |
| |
Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Revenues | |
$ | 1,371,993 | | |
$ | 5,594,896 | |
Cost of revenues, excluding depreciation and amortization | |
| 1,383,829 | | |
| 3,626,353 | |
Gross profit (loss) | |
| (11,836 | ) | |
| 1,968,543 | |
Operating expenses | |
| (592,995 | ) | |
| (2,391,243 | ) |
Impairment loss | |
| (555,628 | ) | |
| - | |
Other expenses | |
| (26,617 | ) | |
| (149,705 | ) |
| |
| | | |
| | |
Loss from discontinued operations | |
$ | (1,187,076 | ) | |
$ | (572,405 | ) |
Accounts
receivable
On
March 31, 2024 and December 31, 2023, accounts receivable, net included in assets from discontinued operations consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE NET FROM DISCONTINUED OPERATIONS
| |
March 31, 2024 | | |
December 31, 2023 | |
Accounts receivable | |
$ | 159,263 | | |
$ | 1,065,024 | |
Allowance for doubtful accounts for estimated losses | |
| (91,752 | ) | |
| (257,186 | ) |
Accounts receivable, net | |
$ | 67,511 | | |
$ | 807,838 | |
Property
and equipment, net
As
of March 31, 2024 and December 31, 2023, property and equipment included in assets from discontinued operations consisted of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT INCLUDING ASSETS FROM DISCONTINUED OPERATIONS
| |
Useful Life | |
March 31, 2024 | | |
December 31, 2023 | |
Revenue equipment | |
3 - 20 years | |
$ | - | | |
$ | 1,841,546 | |
Machinery and equipment | |
1 - 10 years | |
| - | | |
| 204,665 | |
Office equipment and furniture | |
1 - 3 years | |
| - | | |
| 22,260 | |
Leasehold improvements | |
1 - 3 years | |
| - | | |
| 63,710 | |
Subtotal | |
| |
| - | | |
| 2,132,181 | |
Less: accumulated depreciation | |
| |
| - | | |
| (1,241,042 | ) |
Property and equipment, net | |
| |
$ | - | | |
$ | 891,139 | |
For
the three months ended March 31, 2024 and 2023, depreciation expense amounted to $39,018 and $112,785, respectively, and are included
in loss from discontinued operations.
Due
to the Cougar Express Bankruptcy and the assignment of all of the Cougar Express assets to the Cougar Express Trustee for liquidation
and unwinding of the business, during the three months ended March 31, 2024, the Company recognized a loss on deconsolidation of the
Cougar Express property and equipment, net of $296,493, which is included in loss from discontinued operations on the accompanying unaudited
consolidated statements of operations.
During
the three months ended March 31, 2024 and 2023, the Company wrote down property and equipment to net realizable value and recorded an
impairment loss of $555,628 and $0, respectively, which is included in loss from discontinued operations on the accompanying unaudited
consolidated statements of operations.
Intangible
Assets and Goodwill
For
the three months ended March 31, 2024 and 2023, amortization of intangible assets amounted to $0 and $263,126, respectively, which is
included in loss from discontinued operations on the accompanying unaudited consolidated statements of operations.
As
of March 31, 2024 and December 31, 2023, intangible assets subject to amortization and goodwill amounted to $0.
Notes
Payable
On
March 31, 2024 and December 31, 2023, notes payable included in liabilities of discontinued operations consisted of the following:
SCHEDULE
OF NOTES PAYABLE INCLUDED IN LIABILITIES
| |
March 31, 2024 | | |
December 31, 2023 | |
Principal amounts | |
$ | 2,467,432 | | |
$ | 3,010,866 | |
Less: current portion of notes payable | |
| (2,467,432 | ) | |
| (3,010,866 | ) |
Notes payable – long-term | |
$ | - | | |
$ | - | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
JFK
Cartage acquisition promissory note
On
July 31, 2022, in connection with the acquisition of JFK Cartage, JFK Cartage issued a promissory note in the amount of $696,935. Principal
amount of $98,448 was paid prior to December 31, 2022. The remaining balance of $598,487 was payable in three annual installments of
$199,496, with interest at 5% per annum, payable on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. On August 28, 2023
and effective on July 31, 2023, the Company and the JFK Cartage Seller entered into a First Amendment to Secured Promissory Note (the
“Amended Note”) to extend the first annual installment due on July 31, 2023 which was treated as a note modification. Pursuant
to the Amended Note, the Company paid or should have paid:
|
(i) |
An
interest payment in the amount of $6,501 which was paid no later than July 28, 2023: |
|
(ii) |
23
equal weekly payments of interest only, each in the amount of $1,571 (each a “Weekly Interest Payment”) payable commencing
on July 28, 2023, with the last Weekly Interest Payment due on or before December 29, 2023; |
|
(iii) |
$199,495.67
was payable on December 31, 2023; |
|
(iv) |
$199,495.67
was payable on July 31, 2024, plus interest at 5% per annum for the 7 months of January 2024 through July 2024, in the total
amount of $11,637.25 and, |
|
(v) |
$l99,499.68
was payable on July 31, 2025, plus interest at 5% per annum for the 12 months from August 2024 through July 2025 in the total amount
of $9,975. |
On
March 31, 2024 and December 31, 2023, the principal amount related to the Amended Note was $598,487, which is included in liabilities
of discontinued operations on the accompanying unaudited consolidated balance sheets.
Severance
Trucking acquisition promissory note
On
January 31, 2023, in connection with the acquisition of the Severance entities, Severance Trucking issued a promissory note in the amount
of $1,572,939 to the Severance Sellers (“Secured Severance Note”). The Secured Severance Note is a secured promissory which
accrues interest at the rate of 12% per annum. The entire unpaid principal under the Secured Severance Note was originally due and payable
in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest
thereunder, unless paid sooner. The Secured Severance Note was secured solely by the assets of Severance Trucking and a corporate guaranty
from TLSS. During the fourth quarter ended December 31, 2023, the Company repaid $181,660 of this note. On March 31, 2024 and December
31, 2023, the principal amount related to this note was $1,395,768 and $1,391,279, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. Subsequent to December 31, 2023, Severance Trucking
ceased its operations and all fixed assets of the Company were voluntarily surrendered to the Severance Sellers.
On
January 26, 2024, the Company received a: (i) Notice of Default and Demand Under Promissory Note and Security Agreement (“Payment
Default Notice”) in connection with the Company’s failure to timely pay in accordance with that certain loan agreement (the
“Severance Trucking Note”) entered into by and among the Severance Sellers, collectively as lender (“Severance Trucking
Lenders”) and TLSS-STI, Severance Trucking, Severance Warehouse and McGrath, collectively as promissors (each a “Severance
Trucking Debtor”, and collectively, the “Severance Trucking Debtors”) and (ii) Notice of Default and Demand Under Guaranty
(“Guaranty Default Notice” and together with the Payment Default Notice, the “Default Notices”), in connection
with an Absolute, Unconditional and Continuing Guaranty, dated February 1, 2023 between TLSS, as guarantor (the “Guarantor”),
and the Severance Trucking Lenders, which guaranty secured the Severance Trucking Note. The Severance Trucking Note became immediately
due and payable upon the Severance Trucking Debtors’ failure to make a payment in the amount of Fifty-Three Thousand Dollars ($53,000)
on January 1, 2024 due under the Severance Trucking Note (the “Severance Trucking January Payment”).
The
Severance Trucking Lenders demanded that the Severance Trucking Debtors and the Guarantor make the immediate full payment of (i) the
entire principal balance due under the Severance Trucking Note, together with all interest accrued thereon, and (ii) a late charge of
five percent (5%) of the Severance Trucking January Payment. The Severance Trucking Lenders also noted that if the full payment due under
the Severance Trucking Note was not made to the Severance Trucking Lenders, then the Severance Trucking Lenders could immediately thereafter
pursue all their rights and remedies under the Severance Trucking Note, including, without limitation, liquidation of all of the collateral
of the Severance Trucking Debtors. If the Severance Trucking Lenders took such action, then, the Severance Trucking Debtors would be
responsible for all costs and expenses in connection with the collection and enforcement (“Expenses”) of the payment due
under the Default Notices, and that such Expenses shall accrue interest at a rate of 18% per annum. On February 26, 2024, the Company
voluntarily surrendered the unencumbered owned fixed assets of Severance Trucking operations to the Severance Trucking Lenders.
Equipment
and auto notes payable
In
connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed several equipment notes payable due to entities
amounting to $15,096. On March 31, 2024 and December 31, 2023, equipment notes payable to these entities amounted to $0 and $712, respectively,
which is included in liabilities of discontinued operations on the accompanying unaudited consolidated balance sheets.
On
July 7, 2022, Cougar Express entered into a promissory note for the purchase of a truck in the amount of $46,416. The note is due in
sixty monthly installments of $1,019 which began in August 2022. The note was secured by the truck. On March 31, 2024 and December 31,
2023, the equipment note payable to this entity amounted to $0 (due to deconsolidation) and $34,847, respectively, which is included
in liabilities of discontinued operations on the accompanying unaudited consolidated balance sheets.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
September 22, 2022, JFK Cartage entered into a promissory note for the purchase of a truck in the amount of $61,979. The note is due
in forty-eight monthly installments of $1,645 which began in August 2022. The note was secured by the truck. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $41,624 and $42,783, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan
were forfeited and returned to the lender.
On
January 17, 2023, Cougar Express entered into a promissory note for the purchase of two trucks in the amount of $196,700. The note is
due in sixty monthly installments of $4,059 which began in August 2022. The note was secured by the trucks. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $0 (due to deconsolidation) and $166,748, which is included in liabilities
of discontinued operations on the accompanying unaudited consolidated balance sheets.
In
connection with the acquisition of the Severance entities, on January 31, 2023, the Company assumed an equipment note payable due to
an entity amounting to $23,000. On March 31, 2024 and December 31, 2023, equipment note payable to this entity amounted to $16,511, which
is included in liabilities of discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024,
the trucks securing this loan were forfeited and returned to the lender.
On
April 1, 2023, Severance Trucking entered into a promissory note for the purchase of a yard truck in the amount of $50,634. The note
is due in 48 monthly installments of $1,254 which began in April 2023. The note was secured by the truck. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $40,537 and $42,433, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan
were forfeited and returned to the lender.
On
April 14, 2023, Severance Trucking entered into a promissory note for the purchase of a truck in the amount of $53,275. The note is due
in 48 monthly installments of $1,379 which began in April 2023. The note was secured by the truck. On March 31, 2024 and December 31,
2023, the equipment note payable to this entity amounted to $45,079 and $46,038, respectively, which is included in liabilities of discontinued
operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan were forfeited
and returned to the lender.
On
July 13, 2023, Severance Trucking entered into a promissory note for the purchase of three trucks in the amount of $278,085. The note
is due in 60 monthly installments of $5,762 which began in August 2023. The note is secured by the trucks. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $253,277 and $259,335, respectively, which is included in liabilities
of discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this
loan were forfeited and returned to the lender.
On
September 8, 2023, Severance Trucking entered into a promissory note for the purchase of two trucks in the amount of $83,398. The note
is due in 48 monthly installments of $2,107 which began in October 2023. The note is secured by the trucks. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $76,149 and $79,084, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan
were forfeited and returned to the lender.
In
December 2023, Cougar Express entered into two Merchant Loan (the “Merchant Loans”) with lenders in the aggregate principal
amount of $335,000 and received net proceeds of $307,050, net of fees of $27,950, which was reflected as a debt discount to be amortized
into interest expense over the term of the note. The Merchant Loans requires a weekly and daily payment of principal and interest of
$11,250 and $2,774, respectively, through May 2024. On March 31, 2024 and December 31, 2023, the aggregate principal amount due on the
Merchant Loans is $0 (due to deconsolidation) and $332,609, respectively, which is included in liabilities of discontinued operations
on the accompanying unaudited consolidated balance sheets.
Operating
and Financing Lease Right-Of-Use (“Rou”) Assets and Operating and Financing Lease Liabilities
As
a result of the acquisition of JFK Cartage and Freight Connections, the Company assumed several non-cancelable operating leases for the
lease of office, warehouse spaces, and parking spaces. Additionally, as a result of the acquisition of Severance Trucking, the Company
assumed several non-cancelable financing leases for revenue equipment.
Effective
January 1, 2023, Freight Connections entered into a lease agreement for warehouse space in Ridgefield, NJ. The lease was for a period
of 60 months, commencing on January 1, 2023 and expiring on December 31, 2027. Pursuant to the lease agreement, the lease required Freight
Connections to pay a monthly base rent of; (i) $41,071 in the first year; (ii) $42,303 in the second year; (iii) $43,572 in the third
year; (iv) $44,880 in the fourth year and; (v) $46,226 in the fifth year, plus a pro rata share of operating expenses beginning January
2023. In connection with this lease, on January 1, 2023, the Company had increased right of use assets and lease liabilities by $2,180,356.
Effective
February 1, 2023, Severance Trucking entered into a lease agreement for warehouse space in North Haven, CT. The lease is for a period
of 24 months, commencing on February 1, 2023 and expiring on January 31, 2025. Pursuant to this lease agreement, the lease required Severance
Trucking to pay a monthly base rent of $8,500. Additionally, effective February 1, 2023, Severance Trucking entered into a lease agreement
for warehouse space in Dracut, MA. The lease is for a period of 60 months, commencing on February 1, 2023 and expiring on January 31,
2028. Pursuant to this lease agreement, the lease requires Severance Trucking to pay a monthly base rent of $32,000. In connection with
these leases, on February 1, 2023, the Company increased right of use assets and lease liabilities by $2,180,356. In February 2024, Severance
Trucking received a Notice of Default and Demand for Rent for its failure to pay rent due on December 1, 2023, and January 1, 2024 under
the terms of a lease entered into on February 1, 2023 between Severance Trucking and the Severance Family Realty Trust. On February 26,
2024, Severance voluntarily vacated such premises.
On
December 1, 2023, in connection with the Freight Bankruptcy and the assignment of all of the TLSS-FC and Freight Connections assets to
the Freight Trustee for liquidation and unwinding of the business, Freight Connection abandoned all of its leased premises and during
the year ended December 31, 2023, the Company recognized a loss on deconsolidation of the Freight Connections right of use assets of
$7,774,566, which was included in loss from discontinued operations on the Company’s consolidated statements of operations and
offset by a gain from the deconsolidation of lease liabilities. Additionally, certain landlords of Freight Connections initiated litigation
against the Company for non-payment of lease amounts due which is part of the Freight Bankruptcy.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Additionally,
in February 2024, the Company abandoned all remaining leased premises and as of December 31, 2023, the Company wrote off its remaining
right of use assets and related security deposits and recorded an impairment loss of $2,127,807, which is included in loss from discontinued
operations on the Company’s consolidated statements of operations for the year ended December 31, 2023.
The
significant assumption used to determine the present value of the lease liabilities was discount rates ranging from 8% to 9% which was
based on the Company’s estimated average incremental borrowing rate.
On
March 31, 2024 and December 31, 2023, right-of-use asset (“ROU”) included in assets of discontinued operations is summarized
as follows:
SCHEDULE
OF RIGHT TO USE ASSET
| |
March 31, 2024 | | |
December 31, 2023 | |
Office leases and equipment right of use assets | |
$ | - | | |
$ | - | |
Less: accumulated amortization | |
| - | | |
| - | |
Balance of ROU assets | |
$ | - | | |
$ | - | |
On
March 31, 2024 and December 31, 2023, operating and financing lease liabilities related to the ROU assets are included in liabilities
of discontinued operations and are summarized as follows:
SCHEDULE
OF OPERATING LEASE LIABILITY TO ROU ASSET
| |
March 31, 2024 | | |
December 31, 2023 | |
Lease liabilities related to office leases and revenue equipment right of use assets | |
$ | 2,522,042 | | |
$ | 2,522,042 | |
Less: current portion of lease liabilities | |
| (2,522,042 | ) | |
| (2,522,042 | ) |
Lease liabilities – long-term | |
$ | - | | |
$ | - | |
NOTE
10 – SUBSEQUENT EVENTS
On
April 1, 2024, a judgment was entered against Severance Trucking on behalf of Emerson in the amount of $96,226, including prejudgment
interest, statutory costs and legal fees. Emerson, which was a customer of Severance Trucking, claimed that an employee of Severance
Trucking stole $75,209 of Emerson’s products while under Severance Trucking’s control. Such amount is recorded as a liability
of Severance Trucking and included in liabilities of discontinued operations.
On
April 30, 2024, Severance Trucking received a letter from Ryder Truck Rental, Inc. requesting payment in the amount of $581,507 comprised
of outstanding unpaid Truck Lease and Service Agreement charges of $55,136 in open invoices, $399,177 in early termination charges and
$134,194 in attorney’s fees. As of March 31, 2024 and December 31, 2023, such amounts are recorded as a liability of Severance
Trucking and included in liabilities of discontinued operations.
Due
to the Company’s financial condition, beginning on February 16, 2024, Mr. Giordano agreed to temporarily defer cash compensation
and receipt of benefits until a date that was to be mutually agreed upon; however, such compensation and other benefits due to Mr. Giordano
under the CEO Employment Agreement, continue to accrue. On May 15, 2024, the Company received the Termination Notice, for the nonpayment
of compensation and other benefits due under such CEO Employment Agreement. Under the terms of the CEO Employment Agreement, the Company
had until July 15, 2024 to cure such default or else Mr. Giordano’s termination pursuant to the Termination Notice would be effective
on July 15, 2024. The Company was unable to cure such default; however, on July 15, 2024, the Company and Mr. Giordano agreed to a extend
the termination date until August 15, 2024. On August 15, 2024, the Company and Mr. Giordano further extended the termination date to
November 15, 2024. On November 14, 2024, the parties further extended the termination date to February 15, 2025.
Through
the extended termination date, all existing wage and benefit provisions of the CEO Employment Agreement shall continue to accrue; however,
the claims under the Termination Notice remain in force, including that any granted, but unvested Restricted Stock Units, if any, have
been deemed fully vested under the Termination Notice. In addition, the remaining 30,531,608 of unvested Restricted Stock Units (“RSUs”)
of the 122,126,433 RSUs originally granted to Mr. Giordano in March 2022 will be deemed fully vested as of the date the CEO Employment
Agreement terminates.
In
connection with the extension of the term of the CEO Employment Agreement, the Company acknowledged that as of and through December 31,
2024 the amount of compensation and benefit amounts due to Mr. Giordano total:
SCHEDULE
OF COMPENSATION AND BENEFIT AMOUNT
(i) Unpaid base salary – February 16 – December 31, 2024 | |
$ | 378,875 | |
(ii) Accrued vacation pay – through December 31, 2024 | |
$ | 104,244 | |
(iii) Health insurance premium – (March – December 2024) | |
$ | 22,980 | |
Total | |
$ | 506,099 | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
above amounts do not include the severance payment that became due and payable under the terms of the CEO Employment Agreement as a result
of the Company’s failure to cure the default as discussed above, which is equal to Mr. Giordano’s annual base salary for
the one-year subsequent to the termination of the CEO Employment Agreement ($400,000).
On
May 21, 2024, the Company received default notices for its failure to pay outstanding principal and interest due on unsecured promissory
notes that were issued on April 17, 2023 to Mr. Mercadante and on April 21, 2023 to Mr. Giordano in the principal and interest amounts
of $542,575 and $108,708, respectively and due on December 31, 2023. As such, the interest rate on both notes was increased to 17% per
annum calculated as of January 1, 2024 (see Note 4).
On
July 1, 2024, the Company received a default notice for its failure to pay outstanding principal and interest due on an unsecured promissory
note that was issued on October 3, 2023 to John Mercadante in the principal amount of $500,000 and was due on June 30, 2024. As such,
the interest rate on such note was increased to 17% per annum as of July 1, 2024 (see Note 4).
On
July 17, 2024, our common stock, which was quoted on the OTC Pink Tier under the symbol “TLSS” was moved to the OTC Experts
Market.
On
August 12, 2024, the Company issued two (2) promissory notes (the “August 2024 Notes”) in the aggregate principal amount
of $150,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance, to Mercer Street Global Opportunity
Fund and Cavalry Fund I LP (each a “2024 Lender” and together the “2024 Lenders”).
If
the Company defaults on the August 2024 Notes, the 2024 Lenders have the right to demand repayment of the August 2024 Notes in full upon
five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day
period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the
entire amount of the August 2024 Notes outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the August 2024 Notes, the Company also entered into a letter agreement of even date (the “August 2024 Letter
Agreement”) with the August 2024 Lenders setting forth, among other items, the intended use of proceeds of the August 2024 Notes
which include: (i) the completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and
submission of any requisite filings with the SEC and OTC Expert Market; and (iii) maintaining good standing with requisite taxing authorities.
On
August 24, 2024, TLSS Ops received a Notice of Default and Demand for Payment from RxBenefits, Inc. (“RxBenefits”) due to
the Company’s failure to pay certain invoices, plus interest and late service charges due under the Administrative Services Agreement
by and between RxBenefits and TLSS Operations Holding, in the amount of $111,618. Such amount is recorded as an accrued expense of TLSS
Ops.
On
October 9, 2024, the Company issued two (2) unsecured non-convertible promissory notes (the “October 2024 Notes”) in the
aggregate principal amount of $100,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance,
to the 2024 Lenders. If the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the October
2024 Notes in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry
of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate
will apply to the entire amount of the October 2024 Notes outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the October 2024 Notes, the Company also entered into a letter agreement of even date (the “October 2024 Letter
Agreement”) with the 2024 Lenders setting forth, among other items, the intended use of proceeds of the October 2024 Notes which
include: (i) the completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and submission
of any requisite filings with the SEC and OTC Expert Market; (iii) maintaining good standing with requisite taxing authorities; and (iv)
fees for routine litigation matters in the ordinary course of business.
On
November 22, 2024, Company issued an unsecured non-convertible promissory note (the “November 2024 Note”) in the aggregate
principal amount of $50,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance, to the 2024
Lenders. If the Company defaults on the November 2024 Note, the 2024 Lenders have the right to demand repayment of the November 2024
Note in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of
a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate
will apply to the entire amount of the November 2024 Note outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the November 2024 Note, the Company also entered into a letter agreement of even date (the “November 2024
Letter Agreement”) with the 2024 Lenders setting forth, among other items, the intended use of proceeds of the November 2024 Notes
which include: (i) the completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and
submission of any requisite filings with the SEC and OTC Expert Market; (iii) maintaining good standing with requisite taxing authorities;
and (iv) fees for routine litigation matters in the ordinary course of business.
From
April 1, 2024 and through January 13, 2025, the Company issued 711,458,441 shares of our common stock in connection with the conversion
of 24,163 shares of Series G Preferred and accrued dividends payable of $6,316. The conversion ratio was based on the Series G COD, as
amended. As of January 13, 2025, 406,500 shares of the Series G Preferred remain issued and outstanding.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and plan of operations together with unaudited consolidated
financial statements and the related notes appearing elsewhere in this Quarterly Report. In addition to historical information, this
discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may
differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited
to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report. All amounts
in this report are in U.S. dollars, unless otherwise noted.
Overview
Transportation
and Logistics Systems, Inc. is a publicly-traded holding company. Until July 17, 2024, our shares of common stock were traded on the
OTC: PINK market and are currently traded on the OTC Expert Market.
Until
February 2024, the Company’s Subsidiaries provided a full suite of asset-based logistics and transportation services, specializing
in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul services. The Company and its Subsidiaries
operated several warehouse locations located in New York, New Jersey, Connecticut and Massachusetts. The Company and its Subsidiaries
ceased all remaining operations as of mid-February 2024.
On
December 1, 2023, TLSS-FC, Inc. and Freight Connections filed voluntary bankruptcy petitions under Chapter 7 of the United States Bankruptcy
Code in the State of New Jersey. On February 27, 2024, Cougar Express filed a voluntary bankruptcy petition under Chapter 7 of the United
States Bankruptcy Code in the State of New York. The Severance entities, JFK Cartage, TLSSA, TLSS Ops, Shyp CX, Shyp FX, TLSS-CE, TLSS-FC,
and TLSS-STI have all ceased operations since mid-February 2024. Besides TLSS-FC, Inc., Freight Connections, and Cougar Express, none
of the other Subsidiaries have filed bankruptcy.
On
November 13, 2020, TLSS formed a wholly-owned subsidiary, Shyp FX, under the laws of the State of New Jersey. On January 15, 2021, through
Shyp FX, we simultaneously executed an asset purchase agreement and closed a transaction to acquire substantially all 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”). On April 28, 2022, we entered into an asset purchase agreement with an unrelated third party
to sell substantially all of the assets and specific liabilities of Shyp FX. On June 21, 2022, we closed the transaction and sold substantially
all the assets of Shyp FX in an all-cash transaction.
On
November 16, 2020, we formed a wholly owned subsidiary, TLSSA, under the laws of the State of Delaware. On March 24, 2021, TLSSA, acquired
all the issued and outstanding shares of capital stock of Cougar Express, a New York-based full-service logistics provider specializing
in pickup, warehousing, and delivery services in the New York City tri-state area. On February 27, 2024, Cougar Express, filed a Chapter
7 bankruptcy petition in the State of New York under the United States Bankruptcy Code, assigning all of the Cougar Express assets to
Mr. Andrew M. Thaler, Esq., as Trustee (the “Cougar Express Trustee”) for liquidation and unwinding of the business. The
Cougar Express Trustee has been charged with liquidating the assets for the benefit of the Cougar Express creditors pursuant to the provisions
of the Chapter 7 Statute. As a result of Cougar Express filing the Chapter 7 petition, the Trustee assumed all authority to manage Cougar
Express. Additionally, as of February 27, 2024, Cougar Express no longer conducts any business and is not permitted by the Trustee to
conduct any business. For these reasons, effective February 27, 2024, the Company relinquished control of Cougar Express. Therefore,
the Company deconsolidated Cougar Express, effective with the filing of the Chapter 7 bankruptcy petition on February 27, 2024.
On
February 21, 2021, we formed a wholly-owned subsidiary, Shyp CX, a company incorporated under the laws of the State of New York. Shyp
CX does not engage in any revenue-generating operations and is currently inactive.
On
August 4, 2022, Cougar Express closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics
provider specializing in pickup, warehousing and delivery services in the tri-state area. In February 2024, due to lack of working capital
to conduct its business, JFK Cartage ceased its operations and no longer conducts any business and all of its assets of the Company were
voluntarily conveyed to the Cougar Trustee.
On
August 17, 2022, the Company formed a wholly-owned subsidiary, TLSS-FC, under the laws of the State of Delaware. Effective September
16, 2022, TLSS-FC closed on an acquisition to acquire all outstanding stock of Freight Connections, a New Jersey-based company that offered
an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area.
On December 1, 2023, TLSS-FC and its wholly-owned subsidiary, Freight Connections, filed a Chapter 7 bankruptcy petition in the State
of New Jersey under the United States Bankruptcy Code, assigning all of the TLSS-FC and Freight Connections assets to Mr. Steven P Kartzman,
Esq., as Trustee (the “TLSS Trustee”) for liquidation and unwinding of the business. The TLSS Trustee has been charged with
liquidating the assets for the benefit of the TLSS-FC and Freight Connection’s creditors pursuant to the provisions of the Chapter
7 Statute. As a result of TLSS-FC and Freight Connections filing of the Chapter 7 petition, the TLSS Trustee assumed all authority to
manage TLSS-FC and Freight Connections. Additionally, TLSS-FC and Freight Connections no longer conduct any business and are not permitted
by the TLSS Trustee to conduct any business. For these reasons, effective December 1, 2023, the Company relinquished control of TLSS-FC
and Freight Connections. Therefore, the Company deconsolidated TLSS-FC and Freight Connections effective with the filing of the Chapter
7 petition on December 3, 2023. In November 2023, the Company fully impaired the goodwill, intangible assets and other long-lived assets
of Freight Connection and the Company recognized a loss on deconsolidation of approximately $400,000.
On
January 27, 2023, the Company formed a wholly-owned subsidiary, TLSS-STI, under the laws of the State of Delaware. TLSS-STI does not
engage in any revenue-generating operations and is currently inactive. Effective January 31, 2023, TLSS-STI acquired all of the outstanding
stock of each of Severance Trucking, Severance Warehouse and McGrath, which together offered less-than-truckload (LTL) trucking services
throughout New England. In February 2024, due to the lack of working capital to conduct its business, Severance ceased its operations
and no longer conducts any business and all fixed assets of the Company were voluntarily surrendered to the prior owners.
On
May 31, 2023, the Company formed TLSS Ops and TLSS-CE. Simultaneously with the formation of these entities, Cougar Express became a wholly-owned
subsidiary of TLSS-CE; Severance Warehousing and McGrath became wholly-owned subsidiaries of Severance Trucking; Severance Trucking became
a wholly-owned subsidiary of TLSS-STI; and each of TLSS-CE, TLSS-STI and TLSS-FC became wholly-owned subsidiaries of TLSS Ops.
On
December 1, 2023, two of the Company’s subsidiaries, TLSS-FC, Inc. and Freight Connections filed voluntary bankruptcy petitions
under Chapter 7 of the United States Bankruptcy Code in the State of New Jersey. JFK Cartage, the Severance entities, TLSSA, TLSS Ops,
Shyp CX, Shyp FX, TLSS-CE, TLSS-FC, and TLSS-STI have all ceased operations since mid-February 2024.
Subsequent
to the cessation of all of the Company’s revenue generating operations and through the date of these unaudited consolidated financial
statements, the Company continues to remain insolvent and as a result, has been unable to timely meet our annual and quarterly periodic
reporting obligations under the 34 Act. Beginning in August 2024 and again in October 2024 and November 2024, we obtained financing that
enabled us to complete the audit of our consolidated financial statements for the year ended December 31, 2023, file our Annual Report,
review our unaudited consolidated financial statements for the first quarter ended March 31, 2024 and file this Quarterly Report, and
commence the review of our unaudited consolidated financial statements for the 2024 second and third fiscal quarters to enable us to
prepare the respective Quarterly Reports on Form 10-Q (collectively, the “Remaining 2024 Quarterly Reports”). Following the
filings of the Annual Report and this Quarterly Report, we will continue to work to complete the necessary financial statements and file
the Remaining 2024 Quarterly Reports as soon as possible hereafter; however, the Company will require additional financing to fund the
necessary costs related to the preparation and filing of one or more of the Remaining 2024 Quarterly Reports. In addition, we are also
evaluating a possible restructuring of our remaining existing debts and obligations, as well as assessing the possibility of replacing
our discontinued businesses and/or entering into new line(s) of business, whether by acquisition or otherwise. However, there can be
no assurance that we will, in fact, be able to replace our former business and/or enter into new line(s) of business, or to do so profitably.
The
following discussion highlights the results of our operations and the principal factors that have affected the Company’s
consolidated financial condition as well as its liquidity and capital resources for the periods described and provides information
that management believes is relevant for an assessment and understanding of the consolidated financial condition and results of
operations presented herein. The following discussion and analysis are based on the unaudited consolidated financial statements
contained in this Quarterly Report, which have been prepared in accordance with U.S. GAAP. You should read the discussion and
analysis together with such unaudited consolidated financial statements and the related notes thereto.
Critical
Accounting Policies and Estimates
The
methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report
in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often
as a result of the need to make estimates regarding matters that are inherently uncertain. Significant estimates included in the accompanying
consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment,
the valuation of intangible assets, the valuation of assets acquired and liabilities assumed in a business combination, the valuation
of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and
deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of assets
and liabilities of discontinued operations, and the value of claims against the Company. Of the above significant estimates, we do not
consider any to be critical given the discontinued operations presentation.
Management
believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the
consolidated financial statements.
Discontinued
Operations
The
Company has classified the related assets and liabilities associated with our logistics and transportation services business as discontinued
operations in our consolidated balance sheets and the results of our logistics and transportation services business has been presented
as discontinued operations in our consolidated statements of operations for all periods presented as the discontinuation of our business
had a major effect on our operations and financial results.
Deconsolidation
of subsidiaries
The
Company accounts for a gain or loss on deconsolidation of subsidiaries or derecognition of a group of assets in accordance with ASC 810-10-40-5.
The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair
value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the
date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying
amount of the group of assets.
RESULTS
OF OPERATIONS
Our
consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include
adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should
we be unable to continue our operation. Our results of operations reflect our continuing operations and reflect losses from discontinued
operations related to the discontinuation of our logistics businesses. All financial information has been restated to reflect our discontinued
operations for all periods presented.
For
the three months ended March 31, 2024 compared with the three months ended March 31, 2023
The
following table sets forth our revenues, expenses and net loss for the three months ended March 31, 2024 and 2023.
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Revenues | |
$ | - | | |
$ | - | |
Operating expenses | |
| 829,597 | | |
| 1,084,243 | |
Loss from operations | |
| (829,597 | ) | |
| (1,084,243 | ) |
Other (expenses) income, net | |
| (48,247 | ) | |
| 10,732 | |
Loss from continuing operations | |
| (877,844 | ) | |
| (1,073,511 | ) |
Loss from discontinued operations | |
| (1,187,076 | ) | |
| (572,405 | ) |
Net loss | |
| (2,064,920 | ) | |
| (1,645,916 | ) |
Deemed and accrued dividends | |
| (79,762 | ) | |
| (100,410 | ) |
Net loss attributable to common shareholders | |
$ | (2,144,682 | ) | |
$ | (1,746,326 | ) |
Results
of Operations
Revenue
For
the three months ended March 31, 2024 and 2023, total revenue is reflected as $0 as all activities of the Subsidiaries were reclassified
as discontinued operations on our unaudited consolidated financial statements.
Operating
Expenses
For
the three months ended March 31, 2024, total operating expenses amounted to $829,597 as compared to $1,084,243 for the three months ended
March 31, 2023, a decrease of $254,646, or 23.5%, as reflected in the accompanying chart and described more fully below.
For
the three months ended March 31, 2024 and 2023, operating expenses consisted of the following:
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Compensation and related benefits | |
$ | 598,332 | | |
$ | 502,668 | |
Legal and professional fees | |
| 144,433 | | |
| 510,650 | |
General and administrative expenses | |
| 86,832 | | |
| 70,925 | |
Total Operating Expenses | |
$ | 829,597 | | |
$ | 1,084,243 | |
Compensation
and related benefits
For
the three months ended March 31, 2024, compensation and related benefits amounted to $598,332 as compared to $502,668 for the three months
ended March 31, 2023, an increase of $95,664, or 19.0%. During the three months ended March 31, 2024, the overall increase in compensation
and related benefits as compared to the three months ended March 31, 2023 was primarily attributable to the accrual of a termination
fee of $400,000 resulting from the Termination for Good Cause Notice sent by Mr. Giordano that the Company received on May 15, 2024,
in connection with his employment agreement with the Company, dated January 4, 2022, offset by a decrease in compensation paid to significant
employees, including the departure of our chief financial officer in October 2023, a decrease in administrative staff due to lack of
working capital and a decrease in stock-based compensation of $89,305.
Legal
and professional fees
For
the three months ended March 31, 2024, legal and professional fees were $144,433 as compared to $510,650 for the three months ended March
31, 2023, a decrease of $366,217, or 71.7%, which was primarily attributable to a decrease in accounting and auditing fees of $113,431,
a decrease in legal fees of $222,011, and a net decrease in other professional fees of $30,775.
General
and administrative expenses
General
and administrative expenses include insurance expense and other general and administrative expenses. For the three months ended March
31, 2024, general and administrative expenses were $86,832 as compared to $70,925 for the three months ended March 31, 2023, an increase
of $15,907, or 22.4%. The increase was primarily attributable to a net increase in computer expenses and other general and administrative
expenses. We expect future decreases in general and administrative expenses due to cost-cutting measures taken and the cessation of operations.
Loss
from operations
For
the three months ended March 31, 2024, loss from operations amounted to $829,597 as compared to $1,084,243 for the three months ended
March 31, 2023, a decrease of $254,646, or 23.5 %, primarily due to changes in operating expenses discussed above.
Other
(expenses) income, net
Total
other income (expenses) includes interest income, interest expense, derivative expense, and other income. For the three months ended
March 31, 2024 and 2023, other (expenses) income consisted of the following:
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Interest income | |
$ | - | | |
$ | 992 | |
Interest expense | |
| (2,468 | ) | |
| (243 | ) |
Interest expense – related parties | |
| (45,779 | ) | |
| - | |
Gain on sale of subsidiary | |
| - | | |
| 9,983 | |
Total Other (Expenses) Income, net | |
$ | (48,247 | ) | |
$ | 10,732 | |
For
the three months ended March 31, 2024 and 2023, interest income was $0 and $992, respectively, a decrease of $992, or 100.0% due to lower
cash balances in 2024 as compared to 2023.
For
the three months ended March 31, 2024 and 2023, aggregate interest expense was $48,247 and $243, respectively, an increase of $48,004.
The increase in interest expense was primarily attributable to an increase in related party notes payable.
During
the three months ended March 31, 2023, we recorded a gain from the sale of assets of our subsidiary, Shyp FX, of $9,983 to reflect miscellaneous
post-closing adjustments.
Loss
from discontinued operations
In
November 2023, we ceased operations of our Freight Connections subsidiary and on December 1, 2023, Freight Connections and TLSS-FC filed
a Chapter 7 bankruptcy petition in the State of New Jersey under the United States Bankruptcy Code. Additionally, in February 2024, we
ceased operations of all remaining logistic and transportation services subsidiaries, and on February 27, 2024, Cougar Express filed
a Chapter 7 bankruptcy petition in the State of New York under the United States Bankruptcy Code. Accordingly, the financial position
and results of operations of all our Subsidiaries are reflected as discontinued operations for all periods presented.
The
following table sets forth our revenues, expenses and net loss for the three months ended March 31, 2024 and 2023 related to discontinued
operations.
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Revenues | |
$ | 1,371,993 | | |
$ | 5,594,896 | |
Cost of revenues | |
| 1,383,829 | | |
| 3,626,353 | |
Gross (loss) profit | |
| (11,836 | ) | |
| 1,968,543 | |
Operating expenses | |
| (592,995 | ) | |
| (2,391,243 | ) |
Impairment loss | |
| (555,628 | ) | |
| - | |
Other expenses, net | |
| (26,617 | ) | |
| (149,705 | ) |
Loss from discontinued operations | |
$ | (1,187,076 | ) | |
$ | (572,405 | ) |
During
the three months ended March 31, 2024, discontinued operations included an impairment loss of $555,628 from the write down of property
and equipment.
Net
loss
Due
to factors discussed above, for the three months ended March 31, 2024 and 2023, net loss amounted to $2,064,920 and $1,645,916, respectively.
For the three months ended March 31, 2024, net loss attributable to common stockholders, which included dividends accrued on Series E
and Series G preferred stock of $79,762, amounted to $2,144,682, or $(0.00) per basic and diluted common share. For the three months
ended March 31, 2023, net loss attributable to common stockholders, which included dividends accrued on Series E and Series G preferred
stock of $100,410, amounted to $1,746,326, or $(0.00) per basic and diluted common share.
LIQUIDITY
AND CAPITAL RESOURCES
On
March 31, 2024 and December 31, 2023, we had a cash balance of $185,322 and $218,152, respectively. Our working capital deficit was $9,992,239
and $7,997,436 on March 31, 2024 and December 31, 2023, respectively. We reported a net decrease in cash for the three months ended March
31, 2024 of $32,830 primarily as a result of cash used in operations of $78,634, offset by cash provided by financing activities of $45,804
resulting from cash received from related party notes of $391,838, offset by the repayment of notes payable of $346,034. As of January
10, 2025, the Company had $162,035 in cash, primarily attributable to the issuance of two (2) unsecured promissory notes in each of August
2024 and October 2024 and one (1) unsecured promissory note in November 2024 in the aggregate principal amounts of $150,000, $100,000,
and $50,000 respectively, as discussed below.
Although
we had historically raised capital from sales of shares of common stock, the sale of Series E and Series G preferred stock, and from
the issuance of convertible promissory notes and notes payable, the Company, in mid-February 2024, was unable to raise additional capital
or secure additional lending to meet its debt and liability obligations and, as a result, the Company had to cease its remaining operations.
Our
consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements,
we had a net loss of $2,064,920 and $1,645,916 for the three months ended March 31, 2024 and 2023, respectively. The net cash used in
operations was $78,634 and $704,254 for the three months ended March 31, 2024 and 2023, respectively. Additionally, we had an accumulated
deficit and working capital deficit of $144,477,980 and $9,992,239, respectively, on March 31, 2024. These factors, in addition to the
cessation of all operations, raises substantial doubt about our ability to continue as a going concern for a period of twelve months
from the date of this Quarterly Report.
On
August 12, 2024, the Company issued two (2) promissory notes (the “August 2024 Notes”) in the aggregate principal amount
of $150,000, with two lenders, who are holders of shares of the Company’s Series E and Series G preferred stock (the “2024
Lenders”). The August 2024 Notes have an interest rate of 10% per annum that mature six (6) months from the date of issuance. The
primary purpose of the use of proceeds from the August 2024 Notes were to fund initial costs related to: (i) the commencement of the
Company’s 2023 audit and quarterly reviews for 2024; (ii) regaining compliance with required SEC filings; (iii) maintaining the
Company’s OTC listing; and (iv) keeping the Company in good standing with requisite taxing authorities. Such financing anticipates
the Company would secure additional financing to complete such audit and file its past due SEC filings, although there is no guarantee
that any such additional financing will be secured.
If
the Company defaults on the August 2024 Notes, the 2024 Lenders have the right to demand repayment of the August 2024 Notes in full upon
five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day
period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the
entire amount of the August Notes outstanding, including any accrued but unpaid interest.
On
October 9, 2024, the Company issued two unsecured non-convertible promissory notes (the “October 2024 Notes”) in the aggregate
principal amount of $100,000, with an interest rate of 10% per annum that mature six months from the date of issuance, to the 2024 Lenders.
If the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the October 2024 Notes in full
upon five business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty-day period,
a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the entire
amount of the October 2024 Notes outstanding, including any accrued but unpaid interest. The primary use of the proceeds from the October
2024 Notes were for use in (i) the Company’s 2023 audit and quarterly reviews for 2024; (ii) regaining compliance with required
SEC filings; (iii) maintaining the Company’s OTC listing; (iv) keeping the Company in good standing with requisite taxing authorities;
and (v) fees for routine litigation matters in the ordinary course of business.
Similar
to the August 2024 Notes, if the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the
October 2024 Notes in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon
the expiry of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10%
interest rate will apply to the entire amount of the October Notes outstanding, including any accrued but unpaid interest.
On
November 22, 2024, Company issued an unsecured non-convertible promissory note (the “November 2024 Note”) in the aggregate
principal amount of $50,000, with an interest rate of 10% per annum that matures six (6) months from the date of issuance, to the 2024
Lenders. If the Company defaults on the November 2024 Note, the 2024 Lenders have the right to demand repayment of the November 2024
Note in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of
a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate
will apply to the entire amount of the November 2024 Note outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the November 2024 Note, the Company also entered into a letter agreement (the “November 2024 Letter Agreement”)
with the 2024 Lenders setting forth, among other items, the intended use of proceeds of the November 2024 Notes which include: (i) the
completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and submission of any requisite
filings with the SEC and OTC Expert Market; (iii) maintaining good standing with requisite taxing authorities; and (iv) fees for routine
litigation matters in the ordinary course of business.
Management
cannot provide assurance that we will ultimately get current in our SEC filings, successfully restructure its debts and liabilities,
find a new business opportunity, achieve profitable operations, become cash flow positive or raise additional debt and/or equity capital.
We are seeking to raise capital through additional debt and/or equity financings to fund our Company in the future and to pay our debt
obligations. Although we have historically raised capital from sales of preferred shares, and from the issuance of promissory notes and
convertible promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional
capital or secure additional lending in the near future, management expects that the Company would need to filing bankruptcy. Our consolidated
financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification
of liabilities that might be necessary should we be unable to continue as a going concern.
Cash
Flows
Operating
activities
Net
cash flows used in operating activities for the three months ended March 31, 2024 amounted to $78,634. During the three months ended
March 31, 2024, net cash used in operating activities was primarily attributable to a net loss of $2,064,920, adjusted for the add back
(reduction) of non-cash items such as depreciation and amortization expense of $39,018, non-cash impairment loss from discontinued operations
of $555,628, non-cash gain from the deconsolidation of Cougar Express of $158,347, and bad debt recovery of $3,937 and changes in operating
assets and liabilities such as a decrease in accounts receivable of $569,555, a decrease in prepaid expenses and other current assets
of $216,929, decrease in security deposit of $6,155, an increase in accounts payable and accrued expenses of $215,708, an increase in
accrued expenses – related parties of $45,779, and an increase in accrued compensation and related benefits of $471,811.
Net
cash flows used in operating activities for the three months ended March 31, 2023 amounted to $704,254. During the three months ended
March 31, 2023, net cash used in operating activities was primarily attributable to net loss of $1,645,916, adjusted for the add back
(reduction) of non-cash items such as depreciation and amortization expense of $375,911, stock-based compensation of $117,292, and non-cash
rent expense of $37,037, and changes in operating assets and liabilities such as an increase in accounts receivable of $465,638, an increase
in prepaid expenses and other current assets of $56,586, a decrease in accrued compensation and related benefits of $34,699, an increase
in accounts payable and accrued expenses of $817,424, and an increase in insurance payable of $221,658.
Investing
activities
Net
cash used in investing activities for the three months ended March 31, 2024 amounted to $0.
Net
cash used in investing activities for the three months ended March 31, 2023 amounted to $432,325, which consisted of cash used for acquisitions
of $687,808 and cash used for the purchase of property and equipment of $206,988, offset by cash received from the collection of a note
receivable of $255,000 and cash acquired in acquisitions of $207,471.
Financing
activities
For
the three months ended March 31, 2024, net cash provided by financing activities totaled $45,804. During the three months ended March
31, 2024, we received cash proceeds of $391,838 from notes payable from related parties, offset by the repayment of notes payable of
$346,034.
For
the three months ended March 31, 2023, net cash provided by financing activities totaled $138,427. During the three months ended March
31, 2023, we received proceeds from a note payable of $196,700 used to but revenue equipment, offset by the repayment of notes payable
of $58,273.
Contractual
Obligations
We
have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation
provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide
certainty regarding the timing and amounts of payments.
Effects
of Inflation
We
do not believe that inflation has had a material impact on our business, revenues, or operating results during the periods presented.
Recently
Enacted Accounting Standards
For
a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects,
if any, on our consolidated financial statements, see “Note 2: Recent Accounting Pronouncements” in the consolidated financial
statements filed with this Annual Report.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are not required to provide the information required by this Item as we are a “smaller reporting company,” as defined in
Rule 12b-2 of the 34 Act.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Based
on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as
amended) our management, with the participation of our Chief Executive Officer who also serves as our Chief Financial Officer, has concluded
that our disclosure controls and procedures were ineffective as of the end of the period covered by this Quarterly Report for the purpose
of ensuring that the information required to be disclosed by us in this Quarterly Report is made known to them by others on a timely
basis, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, in order to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized,
and reported by us within the time periods specified in the SEC’s rules and instructions for Form 10-Q.
The
ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in
our internal control over financial reporting:
|
● |
We
lack segregation of duties within accounting functions duties as a result of our limited financial resources to support hiring of
personnel; and. |
|
|
|
|
● |
We
have not implemented adequate system and manual controls. |
Management
believes that these material weaknesses did not have an effect on our financial results. However, management believes that these material
weaknesses resulted in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements in future periods. Management recognizes that its controls and procedures
would be substantially improved if the Company had adequate staffing and an audit committee and as such is actively seeking to remediate
this issue.
Our
Chief Executive Officer who also serves as our Chief Financial Officer does not expect that our disclosure controls and procedures or
our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the Company have been detected.
Until
such time as we expand our staff to include additional accounting personnel, it is likely we will continue to report material weaknesses
in our internal control over financial reporting.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
From
time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other
than discussed below, we are not currently a party to any other legal proceeding that we believe would have a material adverse effect
on our business, financial condition, or operating results.
SCS,
LLC v. TLSS
On
November 17, 2020, a former financial consultant to the Company, SCS, LLC, filed an action against the Company in the Circuit Court of
the 15th Judicial Circuit, Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The case was
assigned Case No. 50-2020-CA-012684.
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. The complaint alleges claims for breach of contract, quantum meruit, unjust enrichment and account stated.
On
February 9, 2021, the Company filed its answer, defenses and counterclaims 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 sought in the main action because SLS was at least grossly negligent in any due diligence it undertook before recommending
that the Company acquire Prime EFS LLC in June 2018. SCS filed a motion to strike TLSS’s defenses and counterclaims, and TLSS opposed
that application. Those motions remain sub judice.
A
two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second
day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims.
On
July 20, 2023, SCS moved for summary judgment in this action. On July 27, 2023, the Company filed papers opposing the motion. On August
21, 2023, the court conferenced SCS’s motion for summary judgment and SCS’s motion to strike counterclaims and dismiss the
counterclaims. The court indicated it would deny the first motion and grant the second motion. On September 5, 2023, the Company filed
Amended Affirmative Defenses and an Amended Counterclaim. On October 2, 2023, SCS filed a motion to Dismiss the Amended Counterclaim
but it did not file a motion to strike the Amended Affirmative Defenses. On October 3, 2023, the Company filed a motion to strike SCS’s
Motion to Dismiss the Amended Counterclaim on the grounds that SCS’s motion was not filed within ten (10) days as required under
Florida law. On July 19, 2024, the court denied SCS’s motion for summary judgment on all claims in its entirety.
The
Company believes it has substantial defenses to all claims alleged in SCS’s complaint, as well as valid affirmative defenses and
counterclaims. The Company therefore intends to defend this case vigorously.
Because
there have been no further filings or proceedings on this case since July 2024, it is not possible to evaluate the likelihood of a favorable
or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. The Company is currently
in settlement discussions with SCS.
Shareholder
Derivative Action
On
June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15th Judicial Circuit
in and for Palm Beach County, Florida (the “Court”) captioned SCS, LLC, derivatively on behalf of Transportation and Logistics
Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics Systems, Inc.
The action has been assigned Case No. 2020-CA-006581.
The
plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the
Company, 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.
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 self-insured retention. Each of the individual defendants and Ascentaur LLC has advised
that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, Mercadante asserts that
he made every effort to consummate an equity offering in late 2019 and early 2020 and could not do so solely because of the Company’s
precarious financial condition. Mercadante also asserts that he made clear to SCS and other preferred equity holders, before they converted
their shares into common stock, that there was no guarantee the Company would be able to consummate an equity offering in late 2019 or
early 2020. In addition, Mercadante and Cerny assert that they received equity in the Company on terms that were entirely fair to the
Company and entered into MCA transactions solely because no other financing was available to the Company.
By
order dated September 15, 2022, the Circuit Judge assigned to this case dismissed the original Complaint in the matter, finding (a) that
SCS had failed to adequately allege it has standing and (b) that the complaint fails to adequately allege a cognizable claim. The dismissal
was without prejudice, meaning SCS could attempt to replead its claims.
On
October 5, 2022, SCS filed an Amended Complaint in this action. By order dated December 19, 2022, the Circuit Judge assigned to this
case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint
still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice.
On
January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the pleading or in
the alternative for summary judgment on it in their favor. The Court heard argument on that motion on March 9, 2023. On May 15, 2023,
the Court issued a summary order denying the defendants’ motion to dismiss. On June 1, 2023, all defendants moved for reconsideration
of the May 15 order. On November 28, 2023, the Court denied the motion for reconsideration.
The
Company believes the action to be frivolous and intend to mount a vigorous defense to this action. On September 15, 2024, the defendants
filed a Motion to Strike Plaintiff’s Pleadings and to Preclude Plaintiff from Calling Any Witnesses or Introducing Any Exhibits
at Trial to Plaintiff’s failure to (i) comply with the court’s Pretrial Order; and (ii) produce discovery.
Because
no discovery has occurred in the case, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it
possible to estimate the amount or range of any potential loss in the matter. In a derivative case, any recovery is to be paid to the
corporation; however, the individual defendants in this case are fully indemnified by the Company unless a final judgment is entered
against them for deliberate or intentional misconduct.
Jose
R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.
On
August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned
Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.
In
this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a
box truck leased by Shypdirect and subleased to Prime EFS and being driven by a Prime EFS employee, in which the plaintiff’s ankle
was injured. Plaintiff has thus far transmitted medical bills exceeding $789,000. Prime EFS and Shypdirect demanded their vehicle liability
carrier assume the defense of this action. To date, the carrier has not done so, allegedly because, among other reasons, the box truck
was not on the list of insured vehicles at the time of the accident.
On
November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against
the insurance company in an effort to obtain defense and indemnity for this action.
On
May 21, 2021, Prime EFS and Shypdirect also filed an action in the Supreme Court, State of New York, Suffolk County (the “Suffolk
County Action”), seeking defense and indemnity for this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County
Hall insurance policy to Shypdirect.
On
August 19, 2021, the Plaintiff filed a motion for leave to file a First Amended Complaint to name four (4) additional parties as defendants
– TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. In the claim against TLSS, Plaintiff seeks to “pierce the corporate
veil” and hold TLSS responsible for the alleged liabilities of Prime and/or Shypdirect as the supposed alter ego of these subsidiaries.
In the claims against Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc., Plaintiff seeks to hold these entities responsible for the
alleged liabilities of Prime and/or Shypdirect on a successor liability theory.
On
September 16, 2021, each of these entities filed papers in opposition to this motion.
On
September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, thus adding TLSS, Shyp CX, Inc., Shyp
FX, Inc. and Cougar Express, Inc. as Defendants.
On
October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action.
On
November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled
their Third-Party Complaint against TCI/Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the
Third-Party Complaint, denying its material allegations.
On
March 2, 2022, Plaintiff sought and was granted leave to file a Second Amended Complaint, bringing claims against Prime and Shypdirect’s
vehicle liability carrier, County Hall (for discovery) as well as the producing broker, TCE/Acrisure. Plaintiff also asserted additional
alter ego allegations against TLSS.
On
February 15, 2023, Plaintiff filed a motion for leave to file a Third Amended Complaint in this action, seeking to assert claims against
TLSS’s former CEO, John Mercadante, also on a “pierce the corporate veil” theory. On March 9, 2023, TLSS, Prime and
Shypdirect opposed the motion for leave to add Mercadante, arguing that any claim against Mercadante would be both futile and time-barred.
On March 31, 2023, the Court denied Plaintiff’s motion to add Mr. Mercadante as a party.
In
January and February, 2023, numerous depositions were taken in the case, including those of Messrs. Giordano and Mercadante.
On
September 16, 2024, the court entered an order granting Plaintiff’s motion for final judgment by default on liability against Defendants
Shypdirect, Prime EFS, Shyp CX, Shyp FX, and Cougar Express.
To
date, to the best of the Company’s knowledge, information and belief, no discovery has been taken in this action which would permit
the imposition of alter ego liability on TLSS for the subject accident.
To
date, to the best of the Company’s knowledge, information and belief, no discovery has been taken in this action which would permit
the imposition of successor liability on Shyp CX, Inc., Shyp FX, Inc. and/or Cougar Express, Inc. for the subject accident.
Under
a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000
in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’
that are not covered by the policy.” (See Endorsement CHI – 290 (02/19) to County Hall policy effective May 31, 2019.)
TLSS
intends to vigorously defend itself in this action and to pursue the third-party actions, in the name and right of Prime and Shypdirect,
against both County Hall and TCE/ Acrisure.
All
discovery in this case, other than discovery pertaining to alter ego liability and successor liability discussed above, was completed
on or before August 31, 2024.
Currently,
there are pending cross-motions for summary judgment filed by Plaintiff, Defendants/Third-Party Plaintiffs Jose A. Mercedes-Mejia, Prime
EFS, Shypdirect, LLC, and TLSS, and Defendant/Third-Party Defendant County Hall Insurance. The insurance broker, Acrisure, has also filed
a motion on the malpractice claim against it. On November 8, 2024, the court granted Defendant/Third-Party Plaintiff Ryder Truck Rental,
Inc.’s motion for summary judgment. On December 6, 2024, the parties engaged in a mediation session. While a settlement was not
reached on the day the mediation session was held, the parties continue to discuss a potential resolution.
Because
of this complex litigation involving multiple parties and claims, we cannot evaluate the likelihood of an adverse outcome or estimate
the Company’s liability, if any, in connection with this claim.
Maria
Lugo v. JFK Cartage
The
Company’s JFK Cartage, Inc. subsidiary is one of three defendants in an action captioned Maria Lugo v. JFK Cartage, Inc. d/b/a
Fifth Dimension Logistix, Joan Ton, individually, and Chris Bartley, individually. The case is pending in Supreme Court, State of New
York, Queens County, Index No. 704862/2022.
In
this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation
in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December
28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further
alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for 10 days. Plaintiff
alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who
“questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated
due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.”
She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees.
On
December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The conduct
alleged in the complaint occurred prior to the Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that,
in relation to this action, it has a right to full indemnification from the selling stockholder (including for attorneys’ fees)
as well as set-off rights against notes payable to the selling stockholder.
On
September 4, 2024, a Stipulation of Discontinuance was filed which resulted in the dismissal of this case and closure of the entire action.
Elaine
Pryor v. Rocio Perez, et al.
The
Company’s Freight Connections, Inc. subsidiary (“FCI”) (which was deconsolidated from TLSS operations as of December
1, 2023) was one of three named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC and
Freight Connections, Inc. in the Superior Court of New Jersey, Essex County, Docket No. ESX-L-5147-18.
In
this action, which was filed in 2018, Plaintiff alleges that on February 1, 2017, she suffered personal injuries in a collision between
her motor vehicle and a truck operated by a then employee of FCI. Plaintiff alleges that the truck was owned by FCI and leased to North
Trucking & Logistics at the time.
Two
other actions related to insurance coverage for the accident were filed. They are Acceptance Indemnity Insurance Company v. Freight Connections,
LLC (Superior Court of New Jersey, Essex County, Docket No. ESX-L-7144-19) and New Jersey Manufacturers Insurance Company, as subrogee
of Elaine Pryor v. Acceptance Indemnity Insurance Company (Superior Court of New Jersey, Essex County, Docket No. ESX-L-5120). However,
these two actions involving insurance coverage issues have been consolidated with the Pryor personal injury claim.
In
an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues.
The
conduct alleged in the Pryor complaint occurred prior to the Company’s September 16, 2022, acquisition of FCI. The selling stockholder
of FCI has advised the Company that the truck in question was not owned by FCI at the time of the accident and hence that FCI is not
a proper party defendant in this action.
On
May 8, 2023, the Court in the Elaine Pryor action entered an order, on the consent of counsel for all parties, directing that the name
of defendant FCI be changed to Freight Connections LLC and that this change be reflected in the caption of the case (the “May 8,
2023 Order”). Freight Connections LLC is not a corporate affiliate of FCI but is rather an independent trucking company that is
wholly-owned by the individual who sold the stock of FCI to TLSS-FC effective September 16, 2022. (See Note 1 above.)
In
light of the May 8, 2023 Order, the Company does not believe that it can be adjudged liable for any verdict or settlement in the Elaine
Pryor action.
The
case was settled before the September 16, 2024 scheduled trial date and a Stipulation of Dismissal was filed by all parties on September
25, 2024.
Josh
Perez v. Cougar Express, Inc.
An
attorney for a former Cougar Express (CE) employee, Josh Perez (“Perez”), has advised CE that he has filed a charge of discrimination
against CE with the U.S. Equal Employment Opportunity Commission (EEOC).
Perez
allegedly is asserting claims against CE for: gender discrimination under Title VII and the New York State Human Rights Law (“NYSHRL”);
pregnancy/childbirth discrimination under Title VII of the federal Civil Rights Act of 1964, as amended; retaliation under Title VII
and NYSHRL; and familial status discrimination under NYSHRL.
However,
CE has not received a copy, nor any notification, of the filing.
Perez
was employed by CE as a dock worker beginning on March 8, 2022 and last worked September 27, 2022. He alleges that in or around July
2022, he informed CE that he was expecting a child. Perez has not provided any details regarding the individual(s) with CE he allegedly
informed. On September 27, 2022, Perez requested that CE complete the employer section of his New York Paid Family Leave (“PFL”)
paperwork, which CE did. Thereafter, Perez ceased communicating with CE. Further, CE did not receive any confirmation that Perez had
in fact filed for PFL or that his PFL was approved.
Because
CE did not hear from Perez or receive any confirmation concerning his application for or approval of PFL, CE concluded that Perez had
resigned. Another worker was hired to fill Perez’s former position. Then, on or about December 27, 2022, Perez contacted CE attempting
to return to work and was informed that there was no position for him.
CE
categorically denies Perez’s allegations and any purported wrongdoing. Because this matter is apparently pending with the EEOC
and CE has neither received a copy of the filing nor any notification of the filing, the Company cannot evaluate the likelihood of an
adverse outcome or estimate the Company’s liability, if any, in connection with it.
Joseph
Corbisiero v. Freight Connections, Inc., TLSS and TLSS-FC
On
October 19, 2023, Joseph Corbisiero (“Corbisiero”) filed an action in the Superior Court of the State of New Jersey, Bergen
County, against the Company’s subsidiary, Freight Connections, Inc. (“FC”) (which was deconsolidated from TLSS operations
as of December 1, 2023), the Company, and the Company’s TLSS-FC, Inc. subsidiary. The case has been assigned # BER-L-005669-23.
Corbisiero, who was then the sole stockholder of FC, sold all outstanding shares of FC capital stock to TLSS-FC effective September 16,
2022 (the “FC Closing Date”) and has acted as the CEO of FC since then.
The
complaint in this action contained two counts, one for the alleged breach of a $4,544.671.23 secured promissory note executed by FC in
Corbisiero’s favor as of the FC Closing Date (the “FC Promissory Note”), and the other for enforcement of a security
agreement, also dated as of the FC Closing Date, pursuant to which FC granted Corbiserio a lien and security interest “on all”
of FC’s property, assets and rights of every kind (the “FC Security Agreement”). Neither the Company, nor TLSS-FC,
is a party to the FC Promissory Note or the FC Security Agreement. In the lawsuit, the Company and TLSS-FC are each denominated a “Nominal
Defendant” and the complaint does not seek relief from either entity.
In
the complaint, Corbisiero alleged that FC defaulted on the FC Promissory Note by failing to pay monthly interest beginning in or around
August 1, 2023. Plaintiff also alleges that, by reason of its default, FC is also liable for default interest of 18% per annum plus late
charges of 5% each delinquent payment, plus costs of collection. The complaint further alleged that by reason of FC’s default,
FC became liable for the full repayment of principal prior to the December 31, 2023, maturity date set forth in the note.
The
complaint also contained a single paragraph in which it is alleged that “TLSS and TLSS-FC are necessary and indispensable parties
to the instant action by virtue of each entity’s express covenant and agreement to indemnify, defend, protect and hold harmless
Plaintiff from and against all losses incurred by Plaintiff in connection with, among other things, any breach or nonfulfillment of any
covenant or agreement on the part of TLSS-FC and TLSS under the stock purchase and sale agreement pursuant to which, as amended, TLSS-FC
(the “FC SPSA”) acquired the then-outstanding capital stock of FC.”
On
May 13, 2024, a Notice of Voluntary Dismissal Without Prejudice was filed by Corbisiero and this case was dismissed due to the petitions
for relief filed by Freight Connections and TLSS-FC under chapter 7 of title 11 of the United States Bankruptcy Code. Plaintiff expressly
reserved all claims, causes of action, and defenses against the Company, both individually and collectively, in connection with this
dispute.
Emerson
Swan v. Severance Trucking Co., Inc.
On
April 1, 2024, a judgment was entered against Severance Trucking on behalf of Emerson Swan, Inc. (“Emerson”) in the amount
of $96,226, including prejudgment interest, statutory costs and legal fees. Emerson, which was a customer of Severance Trucking, claimed
that an employee of Severance Trucking stole $75,209 of Emerson’s products while under Severance Trucking’s control. The
Company did not accrue this claim and believes it is not liable since the accusation was made prior to the Severance Trucking acquisition
date in January 2023.
Other
than discussed above, as of the date of this Quarterly Report, there were no pending or threatened lawsuits that could reasonably be
expected to have a material effect on the results of our operations.
ITEM
1A. RISK FACTORS
Risk
factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report.
There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider
the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks
described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If
any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During
the three months ended March 31, 2024, we issued 696,876,687 shares of our common stock in connection with the conversion of 44,837
shares of Series G Preferred and accrued dividends payable of $121,892 for an average conversion price of $0.0008 per share. The conversion ratio was based on the Series G COD. The
Company did not receive any proceeds from the conversion of the Series G Preferred. The shares of common stock were issued in
reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
On
January 26, 2024, the Company received a: (i) Notice of Default and Demand Under Promissory Note (“Severance Trucking Note”)
and Security Agreement (together, the “Documents”) entered into between the Severance Sellers, (“Severance Trucking
Lenders”) with respect to the loan made by made by TLSS-STI, Severance Trucking, Severance Warehouse and McGrath, (each a “Severance
Trucking Debtor”, and collectively, the “Severance Trucking Debtors”) and due to the Severance Trucking Debtors’
failure to make the January 1, 2024 payment in the amount of Fifty-Three Thousand Dollars ($53,000) due under the Severance Trucking
Note (“Severance Trucking January Payment”); and (ii) Notice of Default and Demand Under Guaranty with respect to the Severance
Trucking Note issued and guaranteed to the Lenders pursuant to the Absolute, Unconditional and Continuing Guaranty, dated February 1,
2023 between TLSS (“Guarantor”) and the Severance Trucking Lenders, due to the Severance Debtors’ failure to make the
Severance January Payment. The Severance Trucking Lenders demanded that the Severance Trucking Debtors and the Guarantor make the immediate
full payment of (i) the entire principal balance due under the Severance Trucking Note, together with all interest accrued thereon, and
(ii) a late charge of five percent (5%) of the Severance Trucking January Payment. The Severance Trucking Lenders also noted that if
the full payment due under the Severance Trucking Note were not made to the Severance Trucking Lenders, then the Severance Trucking Lenders
could immediately thereafter pursue all of their rights and remedies, including, without limitation, liquidation of all of the collateral
of the Severance Trucking Debtors. If the Severance Trucking Lenders took such action, then, the Severance Trucking Debtors would be
responsible for all costs and expenses in connection with the collection and enforcement (“Expenses”) of the payment due
under the Documents, and that such Expenses shall accrue interest at a rate of 18% per annum.
On
May 21, 2024, we received default notices for its failure to pay outstanding principal and interest due on unsecured promissory notes
that were issued on April 17, 2023 to Mr. Mercadante and on April 21, 2023 to Mr. Giordano in the principal amounts of $542,575 and $108,708,
respectively and due on December 31, 2023. As such, the interest rate on both notes was increased to 17% per annum calculated as of January
1, 2024 (see Note 5).
On
July 1, 2024, we received a default notice for its failure to pay outstanding principal and interest due on an unsecured promissory note
that was issued on October 3, 2023 to Mr. Mercadante in the principal amount of $500,000 and was due on June 30, 2024. As such, the interest
rate on such note was increased to 17% per annum as of July 1, 2024 (see Note 5).
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
Not
appliable.
ITEM
6. EXHIBITS
Exhibit
No. |
|
Description
of Exhibits |
3.1 |
|
Amended and Restated Articles of Incorporation of Loran Connection Corp. (now known as Transportation and Logistics Systems, Inc.), as filed with the Nevada Secretary of State, on January 25, 2012 (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the year ended March 31, 2015 as filed with the Securities and Exchange Commission on June 30, 2015). |
3.2 |
|
Certificate of Change to the Amended and Restated Articles of Incorporation of PetroTerra Corp. (now known as Transportation and Logistics Systems, Inc.), as filed with the Nevada Secretary of State, dated December 18, 2013 (incorporated by reference to Exhibit 3.1 to our Form 8-K, as filed with the Securities and Exchange Commission on December 24, 2013). |
3.3 |
|
Certificate of Change to the Amended and Restated Articles of Incorporation of PetroTerra Corp. (now known as Transportation and Logistics Systems, Inc.), as filed with the Nevada Secretary of State, dated February 14, 2017 (incorporated by reference to Exhibit 3.5 to our Form S-1, as filed with the Securities and Exchange Commission on July 26, 2017) |
3.4 |
|
Certificate of Change to the Amended and Restated Articles of Incorporation of PetroTerra Corp. (now known as Transportation and Logistics Systems, Inc.), as filed with the Nevada Secretary of State, dated July 16, 2018 (incorporated by reference to Exhibit 3.1 to our Form 8-K as filed with the Securities and Exchange Commission on July 23, 2018). |
3.5 |
|
Certificate of Change to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., as filed with the Nevada Secretary of State, dated April 15, 2021 (incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 15, 2021). |
3.6 |
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., as filed with the Nevada Secretary of State on December 1, 2023 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 3, 2024) |
3.7 |
|
Amended and Restated Bylaws of Transportation and Logistics Systems, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2022). |
4.1 |
|
Certificate of Designation, Preferences, Rights and Other Rights of Series B preferred Stock of the Company, dated October 7, 2019 (incorporated by reference to Exhibit 4.9 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on May 29, 2020). |
4.2 |
|
Form of Warrants dated between January 2020 and March 2020 (incorporated by reference to Exhibit 4.15 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 29, 2020). |
4.3 |
|
Form of Common Stock Purchase Warrant dated June 16, 2020 by Transportation and Logistics Services, Inc. (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 6, 2024). |
4.4 |
|
Form of Common Stock Purchase Warrant issued in Series E Offering (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2020). |
4.5 |
|
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock of the Company, filed on December 28, 2020 (incorporated by reference to Exhibit 10.28 to our Form S-1/A dated February 10, 2021. |
4.6 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series G Preferred Stock of the Company, filed on December 28, 2021 (incorporated by reference to Exhibit 3.14 to our registration statement on Form S-1 dated January 28, 2022). |
4.7 |
|
Form of Common Stock Purchase Warrant dated December 31, 2021 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2022). |
4.8 |
|
Form of Common Stock Purchase Warrant issued in Warrant Offering (incorporated by reference to Exhibit 4.1 to our registration statement on Form S-1 dated January 28, 2022). |
4.9 |
|
Certificate of Designation, Preferences, Rights and Limitations of Series H Preferred Stock (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2022). |
4.10 |
|
Certificate of Designation, of Preferences, Rights and Limitations of Series I Preferred Stock (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2023). |
4.11 |
|
Description of Securities (incorporated by reference to Exhibit 4.11 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 6, 2024). |
10.1 |
|
Form of Promissory Note between Transportation and Logistics Systems, Inc. and Certain Investors (incorporated by reference to Exhibit 10.11 of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 6, 2024). |
31.1* |
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
Inline
XBRL Instance Document. |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. |
|
|
|
Dated:
January 14, 2025 |
By: |
/s/
Sebastian Giordano |
|
Name: |
Sebastian
Giordano |
|
Title: |
Chief
Executive Officer and Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Exhibit
31.1
CERTIFICATION
Pursuant
to Rules 13a-14(a) and 15d-14(a)
Under
the Securities Exchange Act of 1934
As
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I,
Sebastian Giordano, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q of Transportation and Logistics Systems, Inc. (the “registrant”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
I
have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated:
January 14, 2025 |
Signature: |
/s/
Sebastian Giordano |
|
|
Sebastian
Giordano |
|
|
Chief
Executive Officer and Chief Financial Officer |
|
|
(Principal
Executive Officer and Principal Financial Officer) |
Exhibit
32.1
CERTIFICATION
Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections
(a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code),
the undersigned principal executive officer and principal financial officer of Transportation and Logistics Systems, Inc. (the “Company”)
does hereby certify, to such officer’s knowledge, that:
The
Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”) of the Company fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents,
in all material respects, the financial condition and results of operations of the Company.
Dated:
January 14, 2025 |
By: |
/s/
Sebastian Giordano |
|
|
Sebastian
Giordano |
|
|
Chief
Executive Officer and Chief Financial Officer
(Principal
Executive Officer and Principal Financial Officer) |
The
foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)
of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of Form 10-Q or as a separate disclosure
document.
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.
v3.24.4
Cover - shares
|
3 Months Ended |
|
Mar. 31, 2024 |
Jan. 13, 2025 |
Cover [Abstract] |
|
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Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
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Document Period End Date |
Mar. 31, 2024
|
|
Document Fiscal Period Focus |
Q1
|
|
Document Fiscal Year Focus |
2024
|
|
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
|
|
Title of 12(g) Security |
Common
Stock, $ 0.001 Par Value
|
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Entity Current Reporting Status |
No
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Entity Filer Category |
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v3.24.4
Consolidated Balance Sheets - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
CURRENT ASSETS: |
|
|
Cash |
$ 185,322
|
$ 218,152
|
Prepaid expenses and other current assets |
19,553
|
84,421
|
Assets of discontinued operations |
67,511
|
1,857,193
|
Total Current Assets |
272,386
|
2,159,766
|
TOTAL ASSETS |
272,386
|
2,159,766
|
CURRENT LIABILITIES: |
|
|
Accounts payable |
943,432
|
852,005
|
Accrued compensation and related benefits |
546,811
|
75,000
|
Liabilities of discontinued operations |
6,253,826
|
7,044,121
|
Total Current Liabilities |
10,264,625
|
10,157,202
|
Total Liabilities |
10,264,625
|
10,157,202
|
Commitments and Contingencies (See Note 7) |
|
|
SHAREHOLDERS’ DEFICIT: |
|
|
Common stock, par value $0.001 per share; 50,000,000,000 shares authorized; 5,177,979,033 and 4,481,102,346 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively |
5,177,979
|
4,481,102
|
Additional paid-in capital |
129,307,278
|
129,854,231
|
Accumulated deficit |
(144,477,980)
|
(142,333,298)
|
Total Shareholders’ Deficit |
(9,992,239)
|
(7,997,436)
|
Total Liabilities and Shareholders’ Deficit |
272,386
|
2,159,766
|
Series B Convertible Preferred Stock [Member] |
|
|
SHAREHOLDERS’ DEFICIT: |
|
|
Preferred stock, value |
|
|
Series D Convertible Preferred Stock [Member] |
|
|
SHAREHOLDERS’ DEFICIT: |
|
|
Preferred stock, value |
|
|
Series E Convertible Preferred Stock [Member] |
|
|
SHAREHOLDERS’ DEFICIT: |
|
|
Preferred stock, value |
21
|
21
|
Series G Convertible Preferred Stock [Member] |
|
|
SHAREHOLDERS’ DEFICIT: |
|
|
Preferred stock, value |
431
|
476
|
Series H Convertible Preferred Stock [Member] |
|
|
SHAREHOLDERS’ DEFICIT: |
|
|
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32
|
32
|
Related Party [Member] |
|
|
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|
|
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1,547,838
|
1,160,000
|
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|
68,875
|
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|
|
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|
|
Accrued expenses |
$ 858,064
|
$ 957,201
|
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v3.24.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares designated |
10,000,000
|
10,000,000
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
50,000,000,000
|
50,000,000,000
|
Common stock, shares issued |
5,177,979,033
|
4,481,102,346
|
Common stock, shares outstanding |
5,177,979,033
|
4,481,102,346
|
Series B Convertible Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares designated |
1,700,000
|
1,700,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Preferred stock, liquidation value |
$ 0
|
$ 0
|
Series D Convertible Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares designated |
1,250,000
|
1,250,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Preferred stock, liquidation value per share |
$ 6.00
|
$ 6.00
|
Series E Convertible Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares designated |
562,250
|
562,250
|
Preferred stock, shares issued |
21,418
|
21,418
|
Preferred stock, shares outstanding |
21,418
|
21,418
|
Preferred stock, liquidation value per share |
$ 13.34
|
$ 13.34
|
Series G Convertible Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares designated |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
430,663
|
475,500
|
Preferred stock, shares outstanding |
430,663
|
475,500
|
Preferred stock, liquidation value per share |
$ 10.00
|
$ 10.00
|
Series H Convertible Preferred Stock [Member] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares designated |
35,000
|
35,000
|
Preferred stock, shares issued |
32,374
|
32,374
|
Preferred stock, shares outstanding |
32,374
|
32,374
|
Preferred stock, liquidation value per share |
$ 0
|
$ 0
|
X |
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v3.24.4
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
REVENUES |
|
|
OPERATING EXPENSES: |
|
|
Compensation and related benefits |
598,332
|
502,668
|
Legal and professional fees |
144,433
|
510,650
|
General and administrative expenses |
86,832
|
70,925
|
Total Operating Expenses |
829,597
|
1,084,243
|
LOSS FROM OPERATIONS |
(829,597)
|
(1,084,243)
|
OTHER INCOME (EXPENSES): |
|
|
Interest income |
|
992
|
Gain on sale of subsidiary |
|
9,983
|
Total Other Income (Expenses) |
(48,247)
|
10,732
|
LOSS BEFORE INCOME TAXES |
(877,844)
|
(1,073,511)
|
Provision for income taxes |
|
|
LOSS FROM CONTINUING OPERATIONS |
(877,844)
|
(1,073,511)
|
DISCONTINUED OPERATIONS: |
|
|
Loss from discontinued operations, net of tax |
(1,187,076)
|
(572,405)
|
LOSS FROM DISCONTINUED OPERATIONS |
(1,187,076)
|
(572,405)
|
NET LOSS |
(2,064,920)
|
(1,645,916)
|
Deemed and accrued dividends |
(79,762)
|
(100,410)
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
$ (2,144,682)
|
$ (1,746,326)
|
NET LOSS PER COMMON SHARE - BASIC AND DILUTED |
|
|
Net loss per share from continuing operations - basic |
$ (0.00)
|
$ (0.00)
|
Net loss per share from continuing operations - diluted |
(0.00)
|
(0.00)
|
Net loss per share from discontinued operations - basic |
(0.00)
|
(0.00)
|
Net loss per share from discontinued operations - diluted |
(0.00)
|
(0.00)
|
Basic |
(0.00)
|
(0.00)
|
Diluted |
$ (0.00)
|
$ (0.00)
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
|
|
Basic |
4,840,964,086
|
3,685,826,300
|
Diluted |
4,840,964,086
|
3,685,826,300
|
Nonrelated Party [Member] |
|
|
OTHER INCOME (EXPENSES): |
|
|
Interest expense |
$ (2,468)
|
$ (243)
|
Related Party [Member] |
|
|
OTHER INCOME (EXPENSES): |
|
|
Interest expense |
$ (45,779)
|
|
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v3.24.4
Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($)
|
Preferred Stock [Member]
Series E Preferred Stock [Member]
|
Preferred Stock [Member]
Series G Preferred Stock [Member]
|
Preferred Stock [Member]
Series H Preferred Stock [Member]
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Balance at Dec. 31, 2022 |
$ 21
|
$ 575
|
$ 32
|
$ 3,636,692
|
$ 129,372,841
|
$ (127,510,099)
|
$ 5,500,062
|
Balance, shares at Dec. 31, 2022 |
21,418
|
575,000
|
32,374
|
3,636,691,682
|
|
|
|
Accretion of stock-based compensation |
|
|
|
|
117,292
|
|
117,292
|
Common stock issued for conversion of Series G preferred shares |
|
$ (29)
|
|
$ 43,685
|
(23,600)
|
|
20,056
|
Common stock issued for conversion of Series G preferred shares, shares |
|
(29,000)
|
|
43,684,680
|
|
|
|
Deemed and accrued dividends |
|
|
|
|
|
(100,410)
|
(100,410)
|
Net loss |
|
|
|
|
|
(1,645,916)
|
(1,645,916)
|
Common stock issued for services and future services |
|
|
|
$ 21,634
|
(21,634)
|
|
|
Common stock issued for services and future services, shares |
|
|
|
21,634,615
|
|
|
|
Balance at Mar. 31, 2023 |
$ 21
|
$ 546
|
$ 32
|
$ 3,702,011
|
129,444,899
|
(129,256,425)
|
3,891,084
|
Balance, shares at Mar. 31, 2023 |
21,418
|
546,000
|
32,374
|
3,702,010,977
|
|
|
|
Balance at Dec. 31, 2023 |
$ 21
|
$ 476
|
$ 32
|
$ 4,481,102
|
129,854,231
|
(142,333,298)
|
(7,997,436)
|
Balance, shares at Dec. 31, 2023 |
21,418
|
475,500
|
32,374
|
4,481,102,346
|
|
|
|
Accretion of stock-based compensation |
|
|
|
|
27,987
|
|
27,987
|
Common stock issued for conversion of Series G preferred shares |
|
$ (45)
|
|
$ 696,877
|
(574,940)
|
|
121,892
|
Common stock issued for conversion of Series G preferred shares, shares |
|
(44,837)
|
|
696,876,687
|
|
|
|
Deemed and accrued dividends |
|
|
|
|
|
(79,762)
|
(79,762)
|
Net loss |
|
|
|
|
|
(2,064,920)
|
(2,064,920)
|
Balance at Mar. 31, 2024 |
$ 21
|
$ 431
|
$ 32
|
$ 5,177,979
|
$ 129,307,278
|
$ (144,477,980)
|
$ (9,992,239)
|
Balance, shares at Mar. 31, 2024 |
21,418
|
430,663
|
32,374
|
5,177,979,033
|
|
|
|
X |
- DefinitionCommon stock issued for conversion of series G Preferred Shares.
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v3.24.4
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net loss |
$ (2,064,920)
|
$ (1,645,916)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation and amortization expense - discontinued operations |
39,018
|
375,911
|
Stock-based compensation |
27,987
|
117,292
|
Impairment loss - discontinued operations |
555,628
|
|
Gain on deconsolidation of subsidiary - discontinued operations |
(158,347)
|
|
Lease costs - discontinued operations |
|
37,037
|
Bad debt expense (recovery) |
(3,937)
|
(23,273)
|
Change in operating assets and liabilities: |
|
|
Accounts receivable |
569,555
|
(442,365)
|
Prepaid expenses and other current assets |
216,929
|
(56,586)
|
Security deposit |
6,155
|
(70,737)
|
Accounts payable and accrued expenses |
215,708
|
817,424
|
Accrued expenses - related parties |
45,779
|
|
Insurance payable |
|
221,658
|
Accrued compensation and related benefits |
471,811
|
(34,699)
|
NET CASH USED IN OPERATING ACTIVITIES |
(78,634)
|
(704,254)
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchase of property and equipment |
|
(206,988)
|
Proceeds from repayment of note receivable |
|
255,000
|
Cash acquired in acquisitions |
|
207,471
|
Cash used for acquisitions |
|
(687,808)
|
NET CASH USED IN INVESTING ACTIVITIES |
|
(432,325)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from notes payable |
|
196,700
|
Proceeds from notes payable - related parties |
387,838
|
|
Proceeds from notes payable - related parties - discontinued operations |
4,000
|
|
Repayment of notes payable |
(346,034)
|
(58,273)
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
45,804
|
138,427
|
NET DECREASE IN CASH |
(32,830)
|
(998,152)
|
CASH, beginning of period |
218,152
|
1,470,807
|
CASH, end of period |
185,322
|
472,655
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
Interest |
2,468
|
119,240
|
Income taxes |
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
Conversion of Series G preferred stock and accrued dividends to common stock |
121,892
|
20,056
|
Accrual of preferrerd stock dividends |
79,762
|
100,410
|
Increase in right of use assets and lease liabilities |
|
3,958,260
|
Assets acquired: |
|
|
Accounts receivable |
|
836,886
|
Prepaid expenses |
|
18,454
|
Property and equipment |
|
1,186,198
|
Right of use assets |
|
457,239
|
Security deposits |
|
7,000
|
Intangible assets |
|
404,374
|
Total assets acquired |
|
2,910,151
|
Less: liabilities assumed: |
|
|
Accounts payable |
|
211,303
|
Accrued expenses |
|
12,702
|
Accrued compensation and related benefits |
|
152,631
|
Notes payable |
|
1,595,939
|
Lease liabilities |
|
457,239
|
Total liabilities assumed |
|
2,429,814
|
Net assets acquired (liabilities) assumed |
|
$ 480,337
|
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v3.24.4
ORGANIZATION AND BUSINESS OPERATIONS
|
3 Months Ended |
Mar. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
ORGANIZATION AND BUSINESS OPERATIONS |
NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS
Transportation
and Logistics Systems, Inc. (“TLSS” or the “Company”) is a publicly-traded holding company incorporated under
the laws of the State of Nevada on July 25, 2008. Prior to mid-February 2024, when the Company ceased all remaining operations, its subsidiaries,
provided a full suite of logistics and transportation services, specializing in ecommerce fulfillment, last mile deliveries, two-person
home delivery, mid-mile, and long-haul services. The Company and its subsidiaries also operated several warehouse locations located in
New York, New Jersey, Connecticut and Massachusetts. The subsidiaries of the Company during the periods ended March 31, 2024 and 2023
include: Cougar Express, Inc. (“Cougar Express”) through date of deconsolidation of February 27, 2024; Freight Connections,
Inc. (“Freight Connections”) through date of deconsolidation of December 1, 2023; JFK Cartage, Inc. (“JFK Cartage”);
Severance Trucking Co., Inc. (“Severance Trucking”); Severance Warehousing, Inc. (“Severance Warehouse”); McGrath
Trailer Leasing, Inc. (“McGrath”, and together with Severance Trucking and Severance Warehouse, hereinafter, “Severance”);
TLSS Acquisition, Inc. (“TLSSA”); TLSS Operations Holding Company, Inc. (“TLSS Ops”); Shyp CX, Inc. (“Shyp
CX”); Shyp FX, Inc. (“Shyp FX”); TLSS-CE, Inc. (“TLSS-CE”); TLSS-FC, Inc. (“TLSS-FC”); and
TLSS-STI, Inc. (“TLSS-STI”).
Prior
to ceasing operations, the Company’s historical business growth was primarily through a growth by acquisition strategy, as described
below.
On
November 13, 2020, the Company formed a wholly-owned subsidiary, Shyp FX under the laws of the State of New Jersey. On January 15, 2021,
through Shyp FX, the Company executed an agreement to acquire substantially all of the assets and certain liabilities of Double D Trucking,
Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”),
including last-mile delivery services using vans and box trucks. On April 28, 2022, the Company entered into an agreement with an unrelated
third party to sell substantially all of Shyp FX’s asset and specific liabilities in all-cash transaction that closed in June 2022.
On
November 16, 2020, the Company formed a wholly-owned subsidiary, TLSSA under the laws of the State of Delaware. On March 24, 2021, TLSSA
acquired all of the issued and outstanding shares of capital stock of Cougar Express, a New York-based full-service logistics provider
specializing in pickup, warehousing, and delivery services in the tri-state area. On February 27, 2024, Cougar Express filed a Chapter
7 bankruptcy petition in the State of New York under the United States Bankruptcy Code (the “Cougar Bankruptcy”), assigning
all of the Cougar Express assets to Mr. Andrew M. Thaler, Esq., as Trustee (the “Cougar Express Trustee”) for liquidation
and unwinding of the business. The Cougar Express Trustee has been charged with liquidating the assets for the benefit of the Cougar
Express creditors pursuant to the relevant provisions of the United States Bankruptcy Code. As a result of the Cougar Bankruptcy, the
Cougar Express Trustee assumed all authority to manage Cougar Express. Additionally, as of February 27, 2024, Cougar Express no longer
conducts any business and is not permitted by the Cougar Express Trustee to conduct any business. For these reasons, effective February
27, 2024, the Company relinquished control of Cougar Express. Therefore, the Company deconsolidated Cougar Express effective with the
filing of the Cougar Bankruptcy on February 27, 2024.
On
February 21, 2021, the Company formed a wholly-owned subsidiary, Shyp CX under the laws of the State of New York. Shyp CX does not engage
in any revenue-generating operations and is inactive.
On
August 4, 2022, Cougar Express closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics
provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage,
from whom the shares were acquired, is an unrelated party. The effective date of the acquisition was July 31, 2022. In February 2024,
due to lack of working capital to conduct its business, JFK Cartage ceased its operations and no longer conducts any business and all
of its assets of the Company were voluntarily conveyed to the Cougar Express Trustee. For the three months ended March 31, 2024 and 2023,
all activities and balances of JFK Cartage are included as part of discontinued operations on the consolidated financial statements.
As of the date of these unaudited consolidated financial statements, TLSS-CE, which owns 100% of the stock of Cougar Express, has not
filed for bankruptcy.
Effective
September 16, 2022, TLSS-FC closed on an acquisition of all outstanding stock of Freight Connections, a New Jersey-based company that
offered an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state
area. On December 1, 2023, TLSS-FC and its wholly-owned subsidiary Freight Connections, filed a Chapter 7 bankruptcy petition in the
State of New Jersey under the United States Bankruptcy Code (the “Freight Bankruptcy”), assigning all of the TLSS-FC and
Freight Connections assets to Mr. Steven P. Kartzman, Esq., as trustee (the “Freight Trustee”) for liquidation and unwinding
of the business. The Freight Trustee has been charged with liquidating the assets for the benefit of the TLSS-FC and Freight Connection’s
creditors pursuant to the relevant provisions of the United States Bankruptcy Code. As a result of the Freight Bankruptcy, the Freight
Trustee assumed all authority to manage TLSS-FC and Freight Connections. Additionally, TLSS-FC and Freight Connections no longer conduct
any business and are not permitted by the Freight Trustee to conduct any business. For these reasons, effective December 1, 2023, the
Company relinquished control of TLSS-FC and Freight Connections. Therefore, the Company deconsolidated TLSS-FC and Freight Connections
effective with the Freight Bankruptcy on December 1, 2023.
Effective
February 3, 2023, the Company’s wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of each of
Severance Trucking, Severance Warehouse and McGrath, which together, offered less-than-truckload (LTL) trucking services throughout New
England, with an effective date as of the close of business on January 31, 2023. The sellers of the stock of each entity were Kathryn
Boyd, Clyde Severance, and Robert Severance, all individuals (the “Severance Sellers”). None of the Severance Sellers were
affiliated with the Company or its affiliates (See Note 3). In February 2024, due to lack of working capital to conduct its business,
Severance ceased its operations and no longer conducts any business and all fixed assets of the Company were voluntarily surrendered
to the Severance Sellers. For the three months ended March 31, 2024 and 2023, all activities and balances of Severance are included as
part of discontinued operations on the consolidated financial statements. As of the date of the issuance of these consolidated financial
statements the Severance entities have not filed for bankruptcy.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
May 31, 2023, the Company formed TLSS Ops and TLSS-CE, companies organized under the laws of Delaware. Simultaneous with the formation
of these entities, Cougar Express became a wholly-owned subsidiary of TLSS-CE; Severance Warehousing and McGrath became wholly-owned
subsidiaries of Severance Trucking; Severance Trucking became a wholly-owned subsidiary of TLSS-STI; and each of TLSS-CE, TLSS-STI and
TLSS-FC became wholly-owned subsidiaries of TLSS Ops. Other than the TLSS parent company, all entities are included as part of discontinued
operations on the consolidated financial statements for the three months ended March 31, 2024 and 2023.
On
February 16, 2024, Severance Trucking, along with Cougar Express and JFK Cartage, ceased all operations and, as a result, all remaining
employees of Cougar Express and Severance Trucking were laid off as of February 16, 2024. On February 29, 2024, all remaining support
staff, employed by TLSS Ops, were laid off.
Subsequent
to the cessation of all of the Company’s revenue generating operations and through the date of the issuance of these unaudited
consolidated financial statements, the Company continues to remain insolvent and as a result, has been unable to timely meet our annual
and quarterly periodic reporting obligations under Securities Exchange Act of 1934, as amended (“34 Act”). Beginning in August
2024 and again in October 2024 and November 2024, we obtained financing that enabled us to complete the audit of our consolidated financial
statements for the year ended December 31, 2023, file our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023
Annual Report”), review our unaudited consolidated financial statements for the first quarter ended March 31, 2024 and file this
Quarterly Report on Form 10-Q for the first quarter ended March 31, 2024 (the “2024 First Quarter Report”), and commence
the review of our unaudited consolidated financial statements for the 2024 second and third fiscal quarters to enable us to prepare the
respective Quarterly Reports on Form 10-Q (collectively, the “Remaining 2024 Quarterly Reports”). Following the filings of
the 2023 Annual Report and this 2024 First Quarter Report, we will continue to work to complete the necessary financial statements and
file the Remaining 2024 Quarterly Reports as soon as possible hereafter; however, the Company will require additional financing to fund
the necessary costs related to the preparation and filing of the Remaining 2024 Quarterly Reports. In addition, we are also evaluating
a possible restructuring of our remaining existing debts and obligations, as well as assessing the possibility of replacing our discontinued
businesses and/or entering into new line(s) of business, whether by acquisition or otherwise. However, there can be no assurance that
we will, in fact, be able to replace our former business and/or enter into new line(s) of business, or to do so profitably.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.24.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION |
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis
of presentation and principles of consolidation
The
unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange
Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures
necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited consolidated
financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements
be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2023 and notes thereto
included in the Company’s annual report on SEC Form 10-K, filed on December 6, 2024. The Company follows the same accounting policies
in the preparation of its annual and interim reports. The results of operations for the interim periods are not necessarily an indication
of operating results to be expected for the full year.
The
consolidated financial statements of the Company include the accounts of TLSS and its wholly-owned subsidiaries, TLSSA, TLSS Ops, Shyp
FX, Shyp CX, TLSS-FC, Freight Connection since its acquisition on September 16, 2022 through its deconsolidation on December 1, 2023,
TLSS-CE, Cougar Express through its deconsolidation on February 27, 2024, JFK Cartage since its acquisition on July 31, 2022, TLSS-STI,
and Severance since its acquisition on January 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation.
References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.
Discontinued
Operations
The
Company has classified the related assets and liabilities associated with its logistics and transportation services business as discontinued
operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented
as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business
had a major effect on its operations and financial results. Unless otherwise noted, discussion in the notes to consolidated financial
statements refers to the Company’s continuing operations. See Note 9 — Discontinued Operations for additional information.
Deconsolidation
of subsidiaries
The
Company accounts for a gain or loss on deconsolidation of subsidiaries or derecognition of a group of assets in accordance with ASC 810-10-40-5.
The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair
value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the
date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying
amount of the group of assets.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Going
concern
These
unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated
financial statements, the Company had a net loss of $2,064,920 and $1,645,916 for the three months ended March 31, 2024 and 2023, respectively.
The net cash used in operations was $78,634 and $704,254 for the three months ended March 31, 2024 and 2023, respectively. Additionally,
the Company had an accumulated deficit and working capital deficit of $144,477,980 and $9,992,239, respectively, on March 31, 2024. Furthermore,
as of February 2024, the Company has ceased operation of all its logistics and transportation services business and currently has no
operating business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period
of twelve months from the issuance date of this Quarterly Report. While the Company is working towards getting current in its requisite
past due periodic reports with the U.S. Securities and Exchange Commission (the “SEC”), it is also evaluating a possible
restructuring of its existing debts and obligations, as well as assessing the possibility of replacing its discontinued businesses and/or
enter into new line(s) of business, whether by acquisition or otherwise. However, there can be no assurance that it will, in fact, be
able to replace its former business and/or enter into new line(s) of business, or to do so profitably. Management cannot provide assurance
that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital.
The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although
the Company has historically raised capital from sales of preferred shares, from the issuance of promissory notes and convertible promissory
notes, and from the exercise of warrants, there is no assurance that it will be able to continue to do so. If the Company is unable to
raise additional capital or secure additional lending in the near future, management expects that the Company will need to further curtail
its operations. These unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification
of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.
Risks
and uncertainties
The
Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31,
2024 and December 31, 2023, the Company had no cash in the bank in excess of FDIC insured levels.
Use
of estimates
The
preparation of the consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation
of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired
and liabilities assumed in a business combination, the valuation of right of use assets and related liabilities, assumptions used in
assessing impairment of long-lived assets, valuation of assets and liabilities of discontinued operations, estimates of current and deferred
income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, and the value of claims against the
Company.
Fair
value of financial instruments
The
Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures, which defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not
recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information
available to the Company on March 31, 2024. Accordingly, the estimates presented in these consolidated financial statements are not necessarily
indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation
techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market
data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable
inputs (Level 3 measurement).
The
three levels of the fair value hierarchy are as follows:
|
● |
Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
|
|
|
|
● |
Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from
or corroborated by observable market data. |
|
|
|
|
● |
Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available information. |
The
Company measures certain financial instruments at fair value on a recurring basis. As of March 31, 2024 and December 31, 2023, the Company
had no assets and liabilities measured at fair value on a recurring basis.
ASC
825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless
a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding
instruments.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
carrying amounts reported in the unaudited consolidated balance sheets for cash, prepaid expenses and other current assets, assets of
discontinued operations, accounts payable, accrued expenses, insurance payable, liabilities of discontinued operations, 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.
Business
acquisitions
The
Company accounted for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed
are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the
net assets acquired was recorded as goodwill. Determining the fair value of certain acquired assets and liabilities was subjective in
nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate
valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of
terminal values. Business acquisitions were included in the Company’s consolidated financial statements as of the date of the acquisition.
Cash
and cash equivalents
For
purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months
or less at the purchase date and money market accounts to be cash equivalents. On March 31, 2024 and December 31, 2023, the Company did
not have any cash equivalents.
Accounts
receivable
Accounts
receivable were presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated
losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt
as to the collectability of individual balances along with general reserves for current accounts receivable that are projected to become
uncollectable. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the
age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts
are written off after exhaustive efforts at collection.
Property
and equipment
Property
and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of one to twenty
years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Revenue
equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more
than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period
of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. In addition to
purchasing new revenue equipment, the Company may rebuild the engines of its tractors. Because rebuilding an engine increases its useful
life, the Company capitalizes these costs and depreciates the cost over the remaining useful life of the unit. Maintenance and repairs
are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the
accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of
decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be
recoverable.
Goodwill
and other intangible assets
Intangible
assets were carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less
any impairment charges.
The
Company’s business acquisitions typically resulted in the recording of goodwill and other intangible assets, which affected the
amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods.
Goodwill
represented the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is
subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually,
or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected
future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets
is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value.
Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine
whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required
to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely
than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets
are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital,
which are derived from internal projection and operating plans. The Company performed its annual testing for goodwill during the fourth
quarter of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the
fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Other
intangibles, net consisted of covenants not to compete and customer relationships. All intangible assets determined to have finite lives
were amortized over their estimated useful lives. The useful life of an intangible asset was the period over which the asset is expected
to contribute directly or indirectly to future cash flows. In connection with the discontinuation of the Company’s logistic and
transportation business, all intangible assets and goodwill were either impaired or deconsolidated and any such impairment is included
in discontinued operations in fiscal 2023.
See
Note 9 for additional information regarding intangible assets and goodwill.
Leases
The
Company uses Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance requires lessees to recognize
lease assets and lease liabilities for most operating leases. In addition, the 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 represented the right to use the leased asset for the lease term and operating lease liabilities were 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 used 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 was amortized on a straight-line basis over the lease
term. In connection with the discontinuation of the Company’s logistic and transportation business, all ROU assets were either
impaired or deconsolidated and any such impairment is included in discontinued operations as of December 31, 2023. Currently, all leased
premises have been abandoned (see Note 9).
Impairment
of long-lived assets
In
accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss
when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured
as the difference between the asset’s estimated fair value and its book value.
Segment
reporting
The
Company uses “the management approach” in determining reportable operating segments. The management approach considers the
internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing
performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker
is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing
performance for the entire Company. During the three months ended March 31, 2024 and 2023, the Company believes that it operated in one
operating segment related to its full suite of logistics and transportation services.
Revenue
recognition and cost of revenue
The
Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle
that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature,
amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments.
The
Company recognized 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 recognized revenue on a gross basis. Our payment terms
were generally net 30 days from acceptance of delivery. The Company did not incur incremental costs obtaining service orders from its
customers, however, if the Company did, because all the Company’s customer contracts are less than a year in duration, any contract
costs incurred would be expensed rather than capitalized. The revenue that the Company recognized arose from deliveries of freight on
behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders corresponded
to each delivery of freight that the Company made under the service agreements. Control of the freight transfers to the recipient upon
delivery. Once this occurred, the Company satisfied its performance obligation and the Company recognized revenue.
The
Company’s revenues were primarily derived from the transportation services it provided through the delivery of goods over the duration
of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability was probable this
document serves as the contract as its basis to recognized revenue under ASC 606- Revenue Recognition. The Company elected to expense
initial direct costs as incurred because the average shipment cycle is less than five days. The Company recognized revenue and substantially
all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally included compensation and related
benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directed the use of the transportation
service provided and remained responsible for the complete and proper shipment. The Company recognized revenue for its performance obligations
under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Revenue
generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate.
Inherent
within the Company’s revenue recognition practices were estimates for revenue associated with shipments in transit. For shipments
in transit, the Company recorded revenue based on the percentage of service completed as of the period end and recognizes delivery costs
as incurred. The percentage of service completed for each shipment was based on how far along in the shipment cycle each shipment is
in relation to standard transit days. The estimated portion of revenue for all shipments in transit was accumulated at period end and
recognized as revenue within discontinued operations. The significance of in transit shipments to the consolidated financial statements
was limited due to the short duration, generally less than five days, of the average shipment cycle. As of March 31, 2024, any reductions
to operating revenue and accounts receivable to reflect in transit shipments were insignificant.
For
the three months ended March 31, 2024 and 2023, all revenues and cost of revenues are included in discontinued operations.
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which
requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for
an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange
for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee
services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures
as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
Basic
and diluted loss per share
Pursuant
to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average
number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss attributable
to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities
outstanding during the period. Potentially dilutive shares of common stock consist of common stock issuable for stock options and warrants
(using the treasury stock method) and shares issuable for Series E, G and H preferred shares (using the as-if converted method). These
common stock equivalents may be dilutive in the future.
Potentially
dilutive shares of common stock were excluded from the computation of diluted shares outstanding for the three months ended March 31,
2024 and 2023 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 COMPUTING OF DILUTED SHARES OUTSTANDING
| |
March 31, 2024 | | |
March 31, 2023 | |
Stock warrants | |
| 948,403,679 | | |
| 1,258,008,109 | |
Stock options | |
| 80,000 | | |
| 80,000 | |
Series E convertible preferred stock | |
| 95,238,667 | | |
| 28,571,600 | |
Series G convertible preferred stock | |
| 2,153,315,000 | | |
| 546,000,000 | |
Series H convertible preferred stock | |
| 323,740,000 | | |
| 323,740,000 | |
Antidilutive securities
excluded from computation of earnings per share | |
| 3,520,777,346 | | |
| 2,156,399,709 | |
Recent
accounting pronouncements
In
August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in
an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required
under current U.S. 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
adoption of this standard on January 1, 2024 had no impact on the Company’s consolidated financial statements.
There
are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact
on our consolidated financial position, results of operations or cash flows upon adoption.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
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v3.24.4
ACQUISITIONS
|
3 Months Ended |
Mar. 31, 2024 |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
|
ACQUISITIONS |
NOTE
3 – ACQUISITIONS
Acquisitions
2023
Effective
January 31, 2023, TLSS-STI acquired all of the outstanding stock of each of Severance Trucking, Severance Warehouse and McGrath, which
together offered less-than-truckload (LTL) trucking services throughout New England. The total purchase price was $2,250,000 plus closing
expenses of $36,525, as adjusted. In exchange for the outstanding stock of the Severance entities, TLSS-STI (i) paid $713,586 in cash,
and (ii) issued a $1,572,939 secured promissory note, with interest accruing at the rate of 12% per annum (See Note 9). The entire unpaid
principal under the note, was due and payable in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively,
together with all accrued and unpaid interest thereunder, unless paid sooner. On November 8, 2023, the Company and the sellers agreed
to, among other things, (a) reduce the principal amount of the secured promissory note by $171,887, (b) extend the maturity date of the
secured promissory note from August 1, 2024 to February 1, 2025, and (c) adjustment the payment schedule of the secured promissory note.
The promissory note was secured solely by the assets of the Severance entities and a corporate guaranty from TLSS.
In
February 2024, due to the lack of working capital to conduct its business, the Severance entities ceased operations and no longer conducts
any business and all fixed assets of the Severance entities were voluntarily surrendered to the prior owners. For the three months ended
March 31, 2024 and 2023, all activities and balances of the Severance entities are included as part of discontinued operations on the
consolidated financial statements (See Note 9). As of the date of this filing, neither Severance Trucking, Severance Warehouse nor McGrath
have filed bankruptcy.
The
assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date, and were subject to adjustment
during the measurement period with subsequent changes recognized in earnings or loss. These estimates were inherently uncertain and were
subject to refinement. Management developed 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. Based upon the preliminary purchase price
allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the
acquisition:
SCHEDULE
OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| |
Severance | |
Assets acquired: | |
| | |
Cash | |
$ | 207,471 | |
Accounts receivable | |
| 836,886 | |
Other assets | |
| | |
Prepaid expenses and other assets | |
| 25,454 | |
Property and equipment, net | |
| 1,186,198 | |
Right of use assets | |
| | |
Financing lease right of use assets | |
| 457,239 | |
Intangible assets | |
| 430,152 | |
Goodwill | |
| | |
Total assets acquired at fair value | |
| 3,143,400 | |
Liabilities assumed: | |
| | |
Notes payable | |
| 23,000 | |
Accounts payable and accrued expenses | |
| 376,636 | |
Accrued expenses | |
| | |
Lease liabilities | |
| 457,239 | |
Total liabilities assumed | |
| 856,875 | |
Net assets acquired | |
$ | 2,286,525 | |
Purchase consideration paid: | |
| | |
Cash paid | |
$ | 713,586 | |
Promissory note | |
| 1,572,939 | |
Notes payable | |
| | |
Common stock and Series H preferred stock issued | |
| | |
Total purchase consideration paid | |
$ | 2,286,525 | |
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v3.24.4
NOTES PAYABLE – RELATED PARTIES
|
3 Months Ended |
Mar. 31, 2024 |
Notes Payable Related Parties |
|
NOTES PAYABLE – RELATED PARTIES |
NOTE
4– NOTES PAYABLE – RELATED PARTIES
On
April 14, 2023, the Company’s Board of Directors (“Board”) approved a credit facility (the “Credit Facility”)
under which the Company would obtain unsecured senior debt financing of up to $1,000,000. The terms of the Credit Facility provided for
interest at 12% per annum. However, upon default, the interest rate shall be 17% per annum. The maturity date of the financing was December
31, 2023, provided, however, the Company may prepay a loan at any time without premium or penalty. Each loan under the Credit Facility
was made on promissory notes. During April 2023, the Company received initial loans under the Credit Facility, in the following amounts:
(a) $500,000 from John Mercadante on April 17, 2023; Mr. Mercadante is the Company’s Secretary and a Director of the Company; and
(b) $100,000 from Sebastian Giordano on April 21, 2023; Mr. Giordano is the Company’s Chief Executive Officer, Chief Financial
Officer and Chairman of the Board.
On
October 3, 2023 and November 28, 2023, the Company issued unsecured promissory notes to Mr. Mercadante and from an individual, who is
affiliated to Mr. Mercadante in the principal amount of $500,000 and $60,000, respectively. Each unsecured promissory note matures one
year from the date of issuance and accrues interest at a rate per annum of 12%.
On
February 6, 2024 and February 15, 2024, the Company issued unsecured promissory notes to John Mercadante (“Mr. Mercadante”),
a Director of the Company, in the principal amounts of $64,534 and $319,195, respectively. Each unsecured promissory note will mature
one year from the date of issuance and accrues interest at a rate per annum of 12%.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
February 21, 2024 and February 23, 2024, the Company issued unsecured promissory notes to Norman Newton (“Mr. Newton”) and
Charles Benton (“Mr. Benton”), both members of the Company’s Board of Directors, in the principal amounts of $1,000
and $3,109, respectively. Each unsecured promissory note matured on September 30, 2024, and accrued interest at the rate per annum of
12%. On October 1, 2024, both Mr. Newton and Mr. Benton each filed a notice of default, resulting in an increase in the rate of interest
to 17% per annum as of the date of default.
As
of March 31, 2024 and December 31, 2023, aggregate notes payable to related parties in the principal amounts of $1,547,838 and $1,160,000,
respectively, were outstanding. As of March 31, 2024 and December 31, 2023, the aggregate accrued interest payable to related parties
amounted to $114,654 and $68,875, respectively, which has been included in accrued expenses – related parties on the accompanying
unaudited consolidated balance sheet.
See
Note 10 for subsequent defaults.
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v3.24.4
SHAREHOLDERS’ EQUITY (DEFICIT)
|
3 Months Ended |
Mar. 31, 2024 |
Equity [Abstract] |
|
SHAREHOLDERS’ EQUITY (DEFICIT) |
NOTE
5– SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred
stock
The
Company has 10,000,000 authorized shares of preferred stock, $0.001 par value per share. The Company’s Amended and Restated Articles
of Incorporation explicitly authorize the Board to issue any or all of such shares of preferred stock in one (1) or more classes or series
and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any class or series, without further vote or action by the stockholders.
Series
B preferred stock
On
August 16, 2019, the Company filed the Certificate of Designation, Preferences, and Rights of Series B Convertible Preferred Shares with
the Secretary of State of the State of Nevada (the “Series B Preferred COD”) designating 1,700,000 shares of Series B Convertible
Preferred Stock with a par value of $0.001 and a stated value of $0.001 (the “Series B Preferred”). The Series B Preferred
have no voting rights and are not redeemable. Each share of Series B Preferred stock is convertible into one share of common stock at
the option of the holder subject to beneficial ownership limitation. A holder of Series B Preferred may not convert any shares of Series
B Preferred into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with
the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock
outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms
of the Series B Preferred 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 B Preferred 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.
As
of March 31, 2024 and December 31, 2023, no shares of Series B preferred stock were issued or outstanding.
Series
D preferred stock
On
July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D
Preferred Stock (the “Series D COD”) with the Secretary of State of the State of Nevada designating 1,250,000 shares of preferred
stock as Series D. The Series D preferred stock (“Series D Preferred”) does not have the right to vote. The Series D Preferred
has a stated value of $6.00 per share (the “Series D Stated Value”). Subject only to the liquidation rights of the holders
of Series B Preferred that is currently issued and outstanding, upon the liquidation, dissolution or winding up of the business of the
Company, whether voluntary or involuntary, the Series D Preferred holders are entitled to receive an amount per share equal to the Series
D 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.
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D Preferred
is convertible into 1,000 shares of common stock. A holder of Series D Preferred may not convert any shares of Series D Preferred into
common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or
any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately
after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However,
upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed
9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership
limitation will not take effect until 61 days following notice to the Company.
Approval
of at least a majority of the outstanding Series D Preferred is required to: (a) amend or repeal any provision of, or add any provision
to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named)
or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series D Preferred, regardless
of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise
or filing any Certificate of Designation, it being understood that the creation of a new security having rights, preferences or privileges
senior to or on parity with the Series D Preferred in a future financing will not constitute an amendment, addition, alteration, filing,
waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series D Preferred;
(c) issue any Series D Preferred, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited
by the terms of the Series D Preferred, circumvent a right of the Series D Preferred.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
As
of March 31, 2024 and December 31, 2023, no shares of Series D Preferred were issued or outstanding.
Series
E preferred stock
On
October 6, 2020, the Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred
Stock (the “Series E COD”) with the Secretary of State of the State of Nevada designating 562,250 shares of preferred stock
as Series E Preferred.
On
December 28, 2020, the Board filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series
E Convertible Preferred Stock (the “Amended Series E COD”) with the Secretary of State of the State of Nevada. The Series
E Preferred has a stated value of $13.34 per share (the “Series E Stated Value”). Pursuant with the Amended Series E COD:
|
● |
Each
holder of Series E Preferred 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 Preferred 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 Preferred (and not any
part of the Series E Preferred) at a price equal to 115% of (i) the Series E Stated Value per share plus (ii) all unpaid dividends
thereon. If the Company fails to redeem all outstanding Series E on the redemption date, it shall be deemed to have waived its redemption
right. |
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E Preferred
shall be convertible into that number of shares of common stock calculated by dividing the Series E Stated Value of each share of Series
E Preferred being converted by the conversion price. The initial conversion price was $0.01, subject to certain adjustment as provided
below. In addition, the Company shall issue any holder of Series E Preferred converting all or any portion of their Series E Preferred
an additional sum (the “Make Good Amount”) equal to $210 for each $1,000 of Series E Stated Value of the Series E Preferred
converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Series E Stated Value during the Triggering
Event Period (the “Extra Amount”). Subject a beneficial ownership limitation of 4.99% or 9.99%, the Make Good Amount shall
be paid in shares of common stock, as follows: The number of shares of common stock issuable as the Make Good Amount shall be calculated
by dividing the Extra Amount by the product of 80% times the average VWAP for the five trading days prior to the date a holder delivered
a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of
common stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average
VWAP for the five trading days prior to the Conversion Date.
Subject
to a beneficial ownership limitation of 4.99% or 9.99%, 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 Preferred (such conversion
amount of the Series E Preferred to be converted pursuant to this Section 6(b) (the “Triggering Event Conversion Amount”),
into shares of common stock at the Triggering Event Conversion Price. The “Triggering Event Conversion Amount” means 125%
of the Series E Stated Value and the “Triggering Event Conversion Price” means $0.006.
If
and whenever on or after the initial issuance date but not after two years from the original issuance date, the Company issues or sells,
or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an exempt
issuance, for a consideration per share (the “Base Share Price”) less than a price equal to the conversion price in effect
immediately prior to such issuance or sale or deemed issuance or sale (such conversion price then in effect is reflected to herein as
the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance,
the conversion price then in effect shall be reduced to an amount equal to the base share price.
From
and after the Original Issuance Date, cumulative dividends on each share of Series E Preferred shall accrue, whether or not declared
by the Board and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate
of 6% per annum based on a 360-day year on the Series E Stated Value plus all unpaid accrued and accumulated dividends thereon. As of
March 31, 2024 and December 31, 2023, the Company has accrued dividends of $182,509 and $178,235, respectively, which has been included
in accrued expenses on the accompanying unaudited consolidated balance sheets.
On
a pari passu basis with the holders of Series D Preferred 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 Preferred is entitled to receive an amount per share
equal to the Series E 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 Preferred holder no longer owns at least
50% of the Series E Preferred, the holders of Series E Preferred 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.
Approval
of at least a majority of the outstanding Series E Preferred is required to: (a) amend or repeal any provision of, or add any provision
to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named)
or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series E Preferred, 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 Preferred in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal
for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series E Preferred; (c) issue any Series
D Preferred, (d) issue any Series E Preferred in excess of 562,250 or (e) without limiting any provision under the Series E COD, whether
or not prohibited by the terms of the Series E Preferred, circumvent a right of the Series E Preferred.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
These
Series E Preferred issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option
of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was
appropriate. As per the terms of the Amended Series E COD, the Company shall have the right but not the obligation to redeem all outstanding
Series E Preferred (and not any part of the Series E Preferred) at a price equal to 115% of (i) the Series E Stated Value per share plus
(ii) all unpaid dividends thereon. As such, since the Series E is redeemable upon the occurrence of an event that is within the Company’s
control, the Series E Preferred is classified as permanent equity.
The
Company concluded that the Series E Preferred represented an equity host and, therefore, the redemption feature of the Series E Preferred
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 were clearly and closely related to the equity host instrument. Accordingly,
the conversion rights feature on the Series E Preferred were not considered an embedded derivative that required bifurcation.
On
June 22, 2023, the Company offered holders of warrants issued in the Series E Offering and warrants issued in the Series G Offering (as
described below) to purchase up to an aggregate of 977,912,576 shares of the Company’s common stock at $0.01 per share (the “Eligible
Warrants”) the opportunity to exercise the Eligible Warrants at $0.002 per share (the “Offer”). The Offer was contingent
upon enough Eligible Warrants being exercised so that the Company received aggregate minimum proceeds of $500,000. The Company received
gross proceeds of $619,111 from the exercise of the Eligible Warrants.
The
Company agreed with the holders of outstanding Series E Preferred that did not participate in the Offer that, contingent on the Offer
being exercised with regard to Eligible Warrants aggregating the minimum proceeds, the Company would reduce the conversion price of the
Series E Preferred and warrants issued in the Series E Offering to $0.003 per share. (See Warrants discussion below).
During
the three months ended March 31, 2024 and twelve months ended December 31, 2023, there were no conversions of shares of Series E Preferred.
As
of March 31, 2024 and December 31, 2023, 21,418 shares of Series E Preferred were issued and outstanding.
Series
G preferred stock
On
December 31, 2021, we entered into securities purchase agreements with investors pursuant to which the Company issued an aggregate of
(i) 710,000 shares of a newly created series of preferred stock called the Series G Convertible Preferred Stock (the “Series G
Preferred”) and (ii) common stock purchase warrants to purchase up to 700,000,000 shares of the Company’s common stock with
an exercise price of $0.01 (the “Series G Offering”). In connection with the Series G Offering, on December 28, 2021, the
Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (the “Series
G COD”) with the Secretary of State of the State of Nevada designating 1,000,000 shares of preferred stock as Series G Preferred.
The Series G Preferred has a stated value of $10.00 per share (the “Series G Stated Value”). The gross proceeds to the Company
from the Series G Offering were $7,100,000.
Pursuant
to the Series G COD,
|
● |
Each
holder of Series G Preferred 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 Preferred 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 Company shall have the right but not the obligation to redeem all outstanding Series G Preferred (and not any part
of the Series G Preferred) at a price equal to 115% of (i) the Series G Stated Value per share plus (ii) all unpaid dividends thereon.
If the Company fails to redeem all outstanding Series G Preferred on the redemption date, it shall be deemed to have waived its redemption
right. |
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G Preferred
shall be convertible into that number of shares of common stock calculated by dividing the Series G Stated Value of each share of Series
G Preferred being converted by the applicable conversion price. The initial conversion price of the Series G Preferred is $0.01, subject
to adjustment as provided below. In addition, the Company will issue a holder of Series G Preferred converting all or any portion of
their Series G Preferred an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Series G Stated
Value converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to a 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 of Series G Preferred delivered a notice of conversion to the Company (the “Conversion
Date”).
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, subject to certain
exceptions, for a consideration per share (the “Base Share Price”) less than a price equal to the applicable conversion price
in effect immediately prior to such issuance or sale or deemed issuance or sale (such conversion price then in effect is reflected to
herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
From
and after the original issuance date, cumulative dividends on each share of Series G Preferred shall accrue, whether or not declared
by the Board and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate
of 6% per annum based on a 360-day year on the Series G Stated Value plus all unpaid accrued and accumulated dividends thereon. As of
March 31, 2024 and December 31, 2023, the Company has accrued dividends of $574,571 and $620,975, respectively, which has been included
in accrued expenses on the accompanying unaudited consolidated balance sheets.
On
a pari passu basis with the holders of Series E Preferred, upon the liquidation, dissolution or winding up of the business of the Company,
whether voluntary or involuntary, the Series G Preferred is entitled to receive an amount per share equal to the Series G 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 Preferred have the right to participate, pro rata, in each subsequent financing in an
amount up to 40% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent
financing.
Approval
of at least two-thirds of the outstanding Series G Preferred is required to: (a) amend or repeal any provision of, or add any provision
to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named)
or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series G Preferred, 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 Preferred in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal
for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series G Preferred; (c) issue any Series
E Preferred or Series D Preferred, (d) issue any Series G Preferred in excess of 1,000,000 or (e) without limiting any provision under
the Series G COD, whether or not prohibited by the terms of the Series G Preferred, circumvent a right of the Series G Preferred.
Under
the terms of the Series G Preferred, if the Company issues or sells (or is deemed to have issued or sold) additional shares of common
stock for a price-per-share that is less than the price equal to the conversion price of the Series G Preferred held by the holders of
the Series G Preferred immediately prior to such issuance, then the conversion price of the Series G Preferred will be reduced to the
price per share of such dilutive issuance. As a result of the issuance of common stock on the exercise of certain Eligible Warrants at
an exercise price of $0.002 per share, the conversion price for all 430,663 remaining outstanding Series G Preferred shall henceforth
be $0.002 per share.
The
Series G Preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the
option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet
was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation
to redeem all outstanding Series G Preferred (and not any part of the Series E Preferred) at a price equal to 115% of (i) the Series
G Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G Preferred is redeemable upon the occurrence
of an event that is within the Company’s control, the Series G Preferred is classified as permanent equity.
The
Company concluded that the Series G Preferred represented an equity host and, therefore, the redemption feature of the Series G Preferred
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 were clearly and closely related to the equity host instrument. Accordingly,
the conversion rights feature on the Series G Preferred were not considered an embedded derivative that required bifurcation.
On
June 22, 2023, the Company offered holders of warrants issued in the Series E Offering and warrants issued in the Series G Offering to
purchase up to an aggregate of 977,912,576 shares of the Company’s common stock at $0.01 per share (the “Eligible Warrants”)
the opportunity to exercise the Eligible Warrants at $0.002 per share (the “Offer”). The Offer was contingent upon enough
Eligible Warrants being exercised so that the Company received aggregate minimum proceeds of $500,000. The Company received gross proceeds
of $619,111 from the exercise of the Eligible Warrants.
During
the year ended December 31, 2023, the Company received proceeds of $619,111 and issued 309,555,430 shares of common stock to holders
of Eligible Warrants upon the exercise of Eligible Warrants to purchase 309,555,430 shares of common stock. The proceeds were used by
the Company to meet general capital requirements. (See Warrants discussion below).
During
the three months ended March 31, 2023, the Company issued 43,684,680 shares of its common stock in connection with the conversion of
29,000 shares of Series G Preferred and accrued dividends payable of $20,056. The conversion ratio was based on the Series G COD.
During
the three months ended March 31, 2024, the Company issued 696,876,687 shares of its common stock in connection with the conversion of
44,837 shares of Series G Preferred and accrued dividends payable of $121,892. The conversion ratio was based on the Series G COD.
As
of March 31, 2024 and December 31, 2023, 430,663 and 475,500 shares of Series G Preferred were issued and outstanding, respectively.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Series
H preferred stock
On
September 20, 2022, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred
Stock (the “Series H COD”) with the Secretary of State of the State of Nevada designating 35,000 shares of preferred stock
as Series H (“Series H Preferred”). The Series H Preferred has no stated value and pursuant to the Series H COD:
|
● |
Each
share of Series H Preferred shall have no voting rights. |
|
|
|
|
● |
Each
share of Series H Preferred shall be convertible into 10,000 shares of the Company’s common stock, subject to the beneficial
ownership limitations. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock
outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H Preferred
held by such holder. The holder of Series H Preferred and the Company, by mutual consent, may increase or decrease the Beneficial
Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock
upon conversion of the Series H Preferred held by the Holder. |
|
|
|
|
● |
Upon
the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series
H Preferred stock shall be entitled to receive out of assets of the Company legally available therefor the same amount that a holder
of the Company’s common stock would receive on an as-converted basis (without regard to the beneficial ownership limitation
or any other conversion limitations hereunder). The right of a Series H Holder to receive such payment shall be preferential to the
right of holders of common stock but shall be subordinate to the rights of the holder of any other series of preferred stock of the
Company. |
In
connection with the acquisitions of Freight Connections, on September 16, 2022, the Company issued 32,374 shares of Series H Preferred.
These shares were valued in the amount of $1,910,066 based on the as if converted fair value of the underlying common stock, or $0.0059
per share, based on the quoted closing price of the Company’s common stock on the measurement date.
As
of both March 31, 2024 and December 31, 2023, 32,374 shares of Series H Preferred were issued and outstanding.
Series
I Preferred Stock
On
July 14, 2023, the Company filed the Certificate of Designation, Rights and Limitations of Series I Preferred Shares with the Secretary
of State of the State of Nevada (the “Series B Preferred COD”) designating 1 share of Series I Preferred Stock with a par
value of $0.001 (the “Series I Preferred”).
Since
a substantial portion of the unissued shares of Common Stock are held in reserve in connection with rights of conversion of convertible
preferred stock and/or debt and/or exercise of warrants and/or options, the Company will not be able to issue shares in connection with
additional equity investments (including any requirements by investors to place shares of Common Stock in reserve for conversion of convertible
preferred stock and/or debt and/or exercise of warrants and/or options), unless the Company amends its Articles of Incorporation to authorize
the issuance of additional Common Stock. Senior management believed it was in the interest of the Company that the Articles of Incorporation
of the Company be amended to authorize the issuance of 50,000,000,000 shares of Common Stock (the “Authorized Share Increase Proposal”).
In
connection with obtaining expeditious stockholder approval of the amendment to its Articles of Incorporation for the Authorized Share
Increase Proposal, the Company issued a new series of Series I Preferred having the right to vote and/or consent solely on the Authorized
Share Increase Proposal. Solely with respect to the Authorized Share Increase Proposal, the Series I Preferred had 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). The Series I Preferred Stock had no right to vote and/or consent on
any matter other than an Authorized Share Increase Proposal. The Series I Preferred was not entitled to participate in any distribution
of assets or rights upon any liquidation, dissolution or winding up of the Company, was not convertible into Common Stock or any other
security of the Company, and was not be entitled to any dividends or distributions.
In
July 2023, John Mercadante, a member of the Board, was issued one share of Series I Preferred, which was determined to have no value.
Upon
approval of the Authorized Share Increase Proposal on July 27, 2023, the Series I Preferred issued and outstanding was automatically
surrendered to the Company and cancelled for no consideration upon the effectiveness of the amendment to the Company’s Articles
of Incorporation that was authorized by stockholder approval of such Authorized Share Increase Proposal. Upon such surrender and cancellation,
all rights of the Series I Preferred Stock ceased and terminated, and the Series I Preferred Stock was retired and returned to the status
of authorized and unissued preferred stock.
Common
stock
On
July 27, 2023, the stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon (the “Consenting
Stockholders”) consented in writing to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of
the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company (“2023 Amendment”). This
consent was sufficient to approve the 2023 Amendment under Nevada law, which authorized an increase of the number of shares of common
stock that the Company may issue to 50,000,000,000 shares, par value $0.001.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Shares
issued in connection with conversion of Series G preferred shares
During
the three months ended March 31, 2023, the Company issued 43,684,680 shares of its common stock in connection with the conversion of
29,000 shares of Series G Preferred and accrued dividends payable of $20,056. The conversion ratio was based on the Series G COD, as
amended.
During
the three months ended March 31, 2024, the Company issued 696,876,687 shares of its common stock in connection with the conversion of
44,837 shares of Series G Preferred and accrued dividends payable of $121,892. The conversion ratio was based on the Series G COD, as
amended.
Shares
issued for compensation
On
January 3, 2023, the Board granted the chief operating officer 21,634,615 shares of its common stock which were valued at $90,865, or
$0.0042 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares
will vest in equal quarterly installments with the first installment of 5,408,653 shares vesting on March 31, 2023, and 5,408,654 shares
vesting each quarter through December 31, 2023. The Company valued these shares of common stock at a fair value of $90,865 and will record
stock-based compensation expense over the one-year vesting period.
During
the three months ended March 31, 2024 and 2023, aggregate accretion of stock-based compensation expense on the above granted shares,
which is net of the reversal of previously recognized stock-based expense due to forfeiture, amounted to $27,987 and $117,292, respectively.
Total unrecognized compensation expense related to these vested and unvested shares of common stock on March 31, 2024 amounted to $83,962,
which will be amortized over the remaining vesting period of approximately five months.
The
following table summarizes activity related to non-vested shares:
SUMMARY
OF ACTIVITY RELATED TO NON-VESTED SHARES
| |
Number of Non-Vested Shares | | |
Weighted Average Grant Date Fair Value | |
Non-vested, December 31, 2023 | |
| 61,063,216 | | |
$ | 0.011 | |
Shares vested | |
| (30,531,608 | ) | |
| (0.008 | ) |
Non-vested, March 31, 2024 (1) | |
| 30,531,608 | | |
$ | 0.011 | |
(1) |
On
August 15, 2024, the remaining 30,531,608 shares vested. |
Warrants
Warrant
activities for the three months ended March 31, 2024 are summarized as follows:
SUMMARY OF WARRANT ACTIVITIES
| |
Number of Shares Issuable Upon Exercise of Warrants | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Balance Outstanding December 31, 2023 | |
| 948,452,679 | | |
$ | 0.008 | | |
| 2.81 | | |
$ | 0 | |
Expired | |
| (49,000 | ) | |
| (1.00 | ) | |
| - | | |
| - | |
Balance Outstanding March 31, 2024 | |
| 948,403,679 | | |
$ | 0.008 | | |
| 2.56 | | |
$ | 0 | |
Exercisable, March 31, 2024 | |
| 948,403,679 | | |
$ | 0.008 | | |
| 2.56 | | |
$ | 0 | |
Stock
options
Stock
option activities for the three months ended March 31, 2024 are summarized as follows:
SUMMARY OF STOCK OPTION ACTIVITIES
| |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Balance Outstanding December 31, 2023 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.33 | | |
$ | - | |
Granted/Cancelled | |
| - | | |
| - | | |
| - | | |
| - | |
Balance Outstanding March 31, 2024 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.08 | | |
$ | - | |
Exercisable, March 31, 2024 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.08 | | |
$ | - | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
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v3.24.4
ASSIGNMENT FOR THE BENEFIT OF CREDITORS
|
3 Months Ended |
Mar. 31, 2024 |
Assignment For Benefit Of Creditors |
|
ASSIGNMENT FOR THE BENEFIT OF CREDITORS |
NOTE
6 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS
In
connection with the finalization of the deeds of assignment for the benefit of creditors, the Assignee demanded a one-time payment of
$200,000 to close out the estates of Prime EFS and Shypdirect. Accordingly, during the year ended December 31, 2022, the Company recorded
a contingency loss of $200,000 as of December 31, 2022, the Company accrued the potential settlement amount of $200,000 which was included
in accrued expenses on the accompanying consolidated balance sheets. On October 3, 2023, the Assignee filed with the Court a Notice of
Motion for Entry of an Order Approving Stipulation of Settlement Resolving Potential Avoidance Claims Against the Company, Prime EFS
and Shypdirect, whereby the Company shall make a payment to the Assignee in the amount of $50,000 on or before December 31, 2023 in full
settlement of all claims. On October 3, 2023, the Assignee filed with the Court a Notice of Motion for Entry of an Order Approving Stipulation
of Settlement Resolving Potential Avoidance Claims Against the Company, Prime EFS and Shypdirect, whereby the Company shall make a payment
to the Assignee in the amount of $50,000 on or before December 31, 2023 in full settlement of all claims. On October 27, 2023, the Court
approved this settlement. As of March 31, 2024, the Company has not paid the $50,000 and as of March 31, 2024 and December 31, 2023,
the Company has included the $50,000 on the accompanying consolidated balance sheets, respectively.
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v3.24.4
COMMITMENTS AND CONTINGENCIES
|
3 Months Ended |
Mar. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
7 – COMMITMENTS AND CONTINGENCIES
Legal
matters
From
time to time, we may be involved in litigation or receive claims arising out of our operations in the normal course of business. Other
than discussed below, we are not currently a party to any other legal proceeding or are aware of claims that we believe would, if decided
adversely, have a material adverse effect on our business, financial condition, or operating results. We also disclose any recent settlements
and accruals taken in connection therewith, as of March 31, 2024.
SCS,
LLC v. TLSS
On
November 17, 2020, a former financial consultant to the Company, SCS, LLC, filed an action against the Company in the Circuit Court of
the 15th Judicial Circuit, Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The
case was assigned Case No. 50-2020-CA-012684.
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. The complaint alleges claims for breach of contract, quantum meruit, unjust enrichment and account stated.
On
February 9, 2021, the Company filed its answer, defenses and counterclaims 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 sought in the main action because SLS was at least grossly negligent in any due diligence it undertook before recommending
that the Company acquire Prime EFS LLC in June 2018. SCS filed a motion to strike TLSS’s defenses and counterclaims, and TLSS opposed
that application. Those motions remain sub judice.
A
two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second
day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims.
On
July 20, 2023, SCS moved for summary judgment in this action. On July 27, 2023, the Company filed papers opposing the motion. On August
21, 2023, the court conferenced SCS’s motion for summary judgment and SCS’s motion to strike counterclaims and dismiss the
counterclaims. The court indicated it would deny the first motion and grant the second motion. On September 5, 2023, the Company filed
Amended Affirmative Defenses and an Amended Counterclaim. On October 2, 2023, SCS filed a motion to Dismiss the Amended Counterclaim
but it did not file a motion to strike the Amended Affirmative Defenses. On October 3, 2023, the Company filed a motion to strike SCS’s
Motion to Dismiss the Amended Counterclaim on the grounds that SCS’s motion was not filed within ten (10) days as required under
Florida law. On July 19, 2024, the court denied SCS’s motion for summary judgment on all claims in its entirety.
The
Company believes it has substantial defenses to all claims alleged in SCS’s complaint, as well as valid affirmative defenses and
counterclaims. The Company therefore intends to defend this case vigorously.
Because
there have been no further filings or proceedings on this case since July 2024, it is not possible to evaluate the likelihood of a favorable
or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. The Company is currently
in settlement discussions with SCS.
Shareholder
Derivative Action
On
June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15th
Judicial Circuit in and for Palm Beach County, Florida (the “Court”) captioned SCS, LLC, derivatively on behalf of Transportation
and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics
Systems, Inc. The action has been assigned Case No. 2020-CA-006581.
The
plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the
Company, 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.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
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 self-insured retention. Each of the individual defendants and Ascentaur LLC has advised
that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, Mercadante asserts that
he made every effort to consummate an equity offering in late 2019 and early 2020 and could not do so solely because of the Company’s
precarious financial condition. Mercadante also asserts that he made clear to SCS and other preferred equity holders, before they converted
their shares into common stock, that there was no guarantee the Company would be able to consummate an equity offering in late 2019 or
early 2020. In addition, Mercadante and Cerny assert that they received equity in the Company on terms that were entirely fair to the
Company and entered into MCA transactions solely because no other financing was available to the Company.
By
order dated September 15, 2022, the Circuit Judge assigned to this case dismissed the original Complaint in the matter, finding (a) that
SCS had failed to adequately allege it has standing and (b) that the complaint fails to adequately allege a cognizable claim. The dismissal
was without prejudice, meaning SCS could attempt to replead its claims.
On
October 5, 2022, SCS filed an Amended Complaint in this action. By order dated December 19, 2022, the Circuit Judge assigned to this
case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint
still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice.
On
January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the pleading or in
the alternative for summary judgment on it in their favor. The Court heard argument on that motion on March 9, 2023. On May 15, 2023,
the Court issued a summary order denying the defendants’ motion to dismiss. On June 1, 2023, all defendants moved for reconsideration
of the May 15 order. On November 28, 2023, the Court denied the motion for reconsideration.
The
Company believes the action to be frivolous and intend to mount a vigorous defense to this action. On September 15, 2024, the defendants
filed a Motion to Strike Plaintiff’s Pleadings and to Preclude Plaintiff from Calling Any Witnesses or Introducing Any Exhibits
at Trial to Plaintiff’s failure to (i) comply with the court’s Pretrial Order; and (ii) produce discovery.
Because
no discovery has occurred in the case, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it
possible to estimate the amount or range of any potential loss in the matter. In a derivative case, any recovery is to be paid to the
corporation; however, the individual defendants in this case are fully indemnified by the Company unless a final judgment is entered
against them for deliberate or intentional misconduct.
Jose
R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.
On
August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned
Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.
In
this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a
box truck leased by Shypdirect and subleased to Prime EFS and being driven by a Prime EFS employee, in which the plaintiff’s ankle
was injured. Plaintiff has thus far transmitted medical bills exceeding $789,000. Prime EFS and Shypdirect demanded their vehicle liability
carrier assume the defense of this action. To date, the carrier has not done so, allegedly because, among other reasons, the box truck
was not on the list of insured vehicles at the time of the accident.
On
November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against
the insurance company in an effort to obtain defense and indemnity for this action.
On
May 21, 2021, Prime EFS and Shypdirect also filed an action in the Supreme Court, State of New York, Suffolk County (the “Suffolk
County Action”), seeking defense and indemnity for this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County
Hall insurance policy to Shypdirect.
On
August 19, 2021, the Plaintiff filed a motion for leave to file a First Amended Complaint to name four (4) additional parties as defendants
– TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. In the claim against TLSS, Plaintiff seeks to “pierce the corporate
veil” and hold TLSS responsible for the alleged liabilities of Prime and/or Shypdirect as the supposed alter ego of these subsidiaries.
In the claims against Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc., Plaintiff seeks to hold these entities responsible for the
alleged liabilities of Prime and/or Shypdirect on a successor liability theory.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
September 16, 2021, each of these entities filed papers in opposition to this motion.
On
September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, thus adding TLSS, Shyp CX, Inc., Shyp
FX, Inc. and Cougar Express, Inc. as Defendants.
On
October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action.
On
November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled
their Third-Party Complaint against TCI/Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the
Third-Party Complaint, denying its material allegations.
On
March 2, 2022, Plaintiff sought and was granted leave to file a Second Amended Complaint, bringing claims against Prime and Shypdirect’s
vehicle liability carrier, County Hall (for discovery) as well as the producing broker, TCE/Acrisure. Plaintiff also asserted additional
alter ego allegations against TLSS.
On
February 15, 2023, Plaintiff filed a motion for leave to file a Third Amended Complaint in this action, seeking to assert claims against
TLSS’s former CEO, John Mercadante, also on a “pierce the corporate veil” theory. On March 9, 2023, TLSS, Prime and
Shypdirect opposed the motion for leave to add Mercadante, arguing that any claim against Mercadante would be both futile and time-barred.
On March 31, 2023, the Court denied Plaintiff’s motion to add Mr. Mercadante as a party.
In
January and February, 2023, numerous depositions were taken in the case, including those of Messrs. Giordano and Mercadante.
On
September 16, 2024, the court entered an order granting Plaintiff’s motion for final judgment by default on liability against Defendants
Shypdirect, Prime EFS, Shyp CX, Shyp FX, and Cougar Express.
To
date, to the best of the Company’s knowledge, information and belief, no discovery has been taken in this action which would permit
the imposition of alter ego liability on TLSS for the subject accident.
To
date, to the best of the Company’s knowledge, information and belief, no discovery has been taken in this action which would permit
the imposition of successor liability on Shyp CX, Inc., Shyp FX, Inc. and/or Cougar Express, Inc. for the subject accident.
Under
a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000
in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’
that are not covered by the policy.” (See Endorsement CHI – 290 (02/19) to County Hall policy effective May 31, 2019.)
The
Company intends to vigorously defend itself in this action and to pursue the third-party actions, in the name and right of Prime and
Shypdirect, against both County Hall and TCE/ Acrisure.
All
discovery in this case, other than discovery pertaining to alter ego liability and successor liability discussed above, was completed
on or before August 31, 2024.
Currently,
there are pending cross-motions for summary judgment filed by Plaintiff, Defendants/Third-Party Plaintiffs Jose A. Mercedes-Mejia, Prime
EFS, Shypdirect, LLC, and TLSS, and Defendant/Third-Party Defendant County Hall Insurance. The insurance broker, Acrisure, has also filed
a motion on the malpractice claim against it. On November 8, 2024, the court granted Defendant/Third-Party Plaintiff Ryder Truck Rental,
Inc.’s motion for summary judgment. On December 6, 2024, the parties engaged in a mediation session. While a settlement was not
reached on the day the meditation session was held, the parties continue to discuss a potential resolution.
Because
of this complex litigation involving multiple parties and claims, the Company cannot evaluate the likelihood of an adverse outcome or
estimate the Company’s liability, if any, in connection with this claim.
Maria
Lugo v. JFK Cartage
The
Company’s JFK Cartage, Inc. subsidiary is one of three defendants in an action captioned Maria Lugo v. JFK Cartage, Inc. d/b/a
Fifth Dimension Logistix, Joan Ton, individually, and Chris Bartley, individually. The case is pending in Supreme Court, State of
New York, Queens County, Index No. 704862/2022.
In
this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation
in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December
28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further
alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for 10 days. Plaintiff
alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who
“questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated
due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.”
She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The conduct
alleged in the complaint occurred prior to the Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that,
in relation to this action, it has a right to full indemnification from the selling stockholder (including for attorneys’ fees)
as well as set-off rights against notes payable to the selling stockholder.
On
September 4, 2024, a Stipulation of Discontinuance was filed which resulted in the dismissal of this case and closure of the entire action.
Elaine
Pryor v. Rocio Perez, et al.
The
Company’s Freight Connections, Inc. subsidiary (“FCI”) (which was deconsolidated from TLSS operations as of December
1, 2023) was one of three named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC
and Freight Connections, Inc. in the Superior Court of New Jersey, Essex County, Docket No. ESX-L-5147-18.
In
this action, which was filed in 2018, Plaintiff alleges that on February 1, 2017, she suffered personal injuries in a collision between
her motor vehicle and a truck operated by a then employee of FCI. Plaintiff alleges that the truck was owned by FCI and leased to North
Trucking & Logistics at the time.
Two
other actions related to insurance coverage for the accident were filed. They are Acceptance Indemnity Insurance Company v. Freight
Connections, LLC (Superior Court of New Jersey, Essex County, Docket No. ESX-L-7144-19) and New Jersey Manufacturers Insurance
Company, as subrogee of Elaine Pryor v. Acceptance Indemnity Insurance Company (Superior Court of New Jersey, Essex County, Docket
No. ESX-L-5120). However, these two actions involving insurance coverage issues have been consolidated with the Pryor personal
injury claim.
In
an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues.
The
conduct alleged in the Pryor complaint occurred prior to the Company’s September 16, 2022, acquisition of FCI. The selling
stockholder of FCI has advised the Company that the truck in question was not owned by FCI at the time of the accident and hence that
FCI is not a proper party defendant in this action.
On
May 8, 2023, the Court in the Elaine Pryor action entered an order, on the consent of counsel for all parties, directing that
the name of defendant FCI be changed to Freight Connections LLC and that this change be reflected in the caption of the case (the “May
8, 2023 Order”). Freight Connections LLC is not a corporate affiliate of FCI but is rather an independent trucking company that
is wholly-owned by the individual who sold the stock of FCI to TLSS-FC effective September 16, 2022. (See Note 1 above.)
In
light of the May 8, 2023 Order, the Company does not believe that it can be adjudged liable for any verdict or settlement in the Elaine
Pryor action.
The
case was settled before the September 16, 2024 scheduled trial date and a Stipulation of Dismissal was filed by all parties on September
25, 2024. The Company has no liability in this matter.
Josh
Perez v. Cougar Express, Inc.
An
attorney for a former Cougar Express (CE) employee, Josh Perez (“Perez”), has advised CE that he has filed a charge of discrimination
against CE with the U.S. Equal Employment Opportunity Commission (EEOC).
Perez
allegedly is asserting claims against CE for: gender discrimination under Title VII and the New York State Human Rights Law (“NYSHRL”);
pregnancy/childbirth discrimination under Title VII of the federal Civil Rights Act of 1964, as amended; retaliation under Title VII
and NYSHRL; and familial status discrimination under NYSHRL.
However,
CE has not received a copy, nor any notification, of the filing.
Perez
was employed by CE as a dock worker beginning on March 8, 2022 and last worked September 27, 2022. He alleges that in or around July
2022, he informed CE that he was expecting a child. Perez has not provided any details regarding the individual(s) with CE he allegedly
informed. On 9/27/22, Perez requested that CE complete the employer section of his New York Paid Family Leave (“PFL”) paperwork,
which CE did. Thereafter, Perez ceased communicating with CE. Further, CE did not receive any confirmation that Perez had in fact filed
for PFL or that his PFL was approved.
Because
CE did not hear from Perez or receive any confirmation concerning his application for or approval of PFL, CE concluded that Perez had
resigned. Another worker was hired to fill Perez’s former position. Then, on or about December 27, 2022, Perez contacted CE attempting
to return to work and was informed that there was no position for him.
CE
categorically denies Perez’s allegations and any purported wrongdoing. Because this matter is apparently pending with the EEOC
and CE has neither received a copy of the filing nor any notification of the filing, the Company cannot evaluate the likelihood of an
adverse outcome or estimate the Company’s liability, if any, in connection with it.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Joseph
Corbisiero v. Freight Connections, Inc., TLSS and TLSS-FC
On
October 19, 2023, Joseph Corbisiero (“Corbisiero”) filed an action in the Superior Court of the State of New Jersey, Bergen
County, against the Company’s subsidiary, Freight Connections, Inc. (“FC”) (which was deconsolidated from TLSS operations
as of December 1, 2023), the Company, and the Company’s TLSS-FC, Inc. subsidiary. The case has been assigned # BER-L-005669-23.
Corbisiero, who was then the sole stockholder of FC, sold all outstanding shares of FC capital stock to TLSS-FC effective September 16,
2022 (the “FC Closing Date”) and has acted as the CEO of FC since then.
The
complaint in this action contained two counts, one for the alleged breach of a $4,544,671 secured promissory note executed by FC in Corbisiero’s
favor as of the FC Closing Date (the “FC Promissory Note”), and the other for enforcement of a security agreement, also dated
as of the FC Closing Date, pursuant to which FC granted Corbiserio a lien and security interest “on all” of FC’s property,
assets and rights of every kind (the “FC Security Agreement”). Neither the Company, nor TLSS-FC, is a party to the FC Promissory
Note or the FC Security Agreement. In the lawsuit, the Company and TLSS-FC are each denominated a “Nominal Defendant” and
the complaint does not seek relief from either entity.
In
the complaint, Corbisiero alleged that FC defaulted on the FC Promissory Note by failing to pay monthly interest beginning in or around
August 1, 2023. Plaintiff also alleges that, by reason of its default, FC is also liable for default interest of 18% per annum plus late
charges of 5% each delinquent payment, plus costs of collection. The complaint further alleged that by reason of FC’s default,
FC became liable for the full repayment of principal prior to the December 31, 2023, maturity date set forth in the note (see Note 9).
The
complaint also contained a single paragraph in which it is alleged that “TLSS and TLSS-FC are necessary and indispensable parties
to the instant action by virtue of each entity’s express covenant and agreement to indemnify, defend, protect and hold harmless
Plaintiff from and against all losses incurred by Plaintiff in connection with, among other things, any breach or nonfulfillment of any
covenant or agreement on the part of TLSS-FC and TLSS under the stock purchase and sale agreement pursuant to which, as amended, TLSS-FC
(the “FC SPSA”) acquired the then-outstanding capital stock of FC.”
On
May 13, 2024, a Notice of Voluntary Dismissal Without Prejudice was filed by Corbisiero and this case was dismissed due to the petitions
for relief filed by Freight Connections and TLSS-FC under chapter 7 of title 11 of the United States Bankruptcy Code. Plaintiff expressly
reserved all claims, causes of action, and defenses against the Company, both individually and collectively, in connection with this
dispute.
Emerson
Swan v. Severance Trucking Co., Inc.
On
April 1, 2024, a judgment was entered against Severance Trucking on behalf of Emerson Swan, Inc. (“Emerson”) in the amount
of $96,226, including prejudgment interest, statutory costs and legal fees. Emerson, which was a customer of Severance Trucking, claimed
that an employee of Severance Trucking stole $75,209 of Emerson’s products while under Severance Trucking’s control. The
Company did not accrue this claim and believes it is not liable since the accusation was made prior to the Severance Trucking acquisition
date in January 2023.
Employment
agreements
On
January 4, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement for the Chief Executive Officer (the “CEO
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 (with prior grants made to Ascentaur), at the discretion of the Board, up to 5% of the outstanding common stock of the
Company, vesting over the term of the CEO Employment Agreement, business expense reimbursement and benefits as generally made available
to the Company’s executives. Pursuant to the CEO Employment Agreement, on March 11, 2022, the Board granted the chief executive
officer 122,126,433 shares of its common stock (see Note 5). On March 1, 2024, the Board, appointed Sebastian Giordano, the Company’s
Chairman and Chief Executive Officer, to the additional offices of Chief Financial Officer and Treasurer of the Company. Due to the Company’s
financial condition, Mr. Giordano has agreed to temporarily defer pay, and has continued to do so, for at least some period of time;
however, such compensation and other benefits due Mr. Giordano under the CEO Employment Agreement, continue to accrue. On May 15, 2024,
the Company received a Termination for Good Reason (“Termination Notice”) related to the CEO Employment Agreement, for the
nonpayment of compensation and other benefits due under the CEO Employment Agreement. Under the terms of the CEO Employment Agreement,
the Company had until July 15, 2024 to cure such default or else Mr. Giordano’s termination pursuant to the Termination Notice
would be effective on July 15, 2024. The Company was unable to cure such default; however, on July 15, 2024, the Company and Mr. Giordano
agreed to a extend the termination date until August 15, 2024. On August 15, 2024, the Company and Mr. Giordano further extended the
termination date to November 15, 2024, and on November 14, 2024, the termination date was further extended to February 15, 2025. Through
the extended termination date, all existing wage and benefit provisions of the CEO Employment Agreement shall continue to accrue; however,
the claims under the Termination Notice remain in force, including that any granted, but unvested Restricted Stock Units, if any, have
been deemed fully vested under the Termination Notice (see Note 10).
|
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.24.4
RELATED PARTY TRANSACTIONS AND BALANCES
|
3 Months Ended |
Mar. 31, 2024 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS AND BALANCES |
NOTE
8 – RELATED PARTY TRANSACTIONS AND BALANCES
Due
to related parties
Freight
Connections incurred outside trucking costs with companies owned by the chief executive officer of Freight Connections. During the three
months ended March 31, 2024 and 2023, Freight Connections recorded aggregate outside trucking expense of $0 and $770,707, which is included
in loss from discontinued operations on the accompanying consolidated statement of operations, respectively. As of March 31, 2024 and
December 31, 2023, the aggregate amount due to these companies amounted to $0.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Notes
payable – related parties
On
April 14, 2023, the Board approved the Credit Facility under which the Company would obtain unsecured senior debt financing of up to
$1,000,000. The terms of the Credit Facility provided for interest at 12% per annum. However, upon default, the interest rate shall be
17% per annum. The maturity date of the financing was December 31, 2023, provided, however, the Company may prepay a loan at any time
without premium or penalty. Each loan under the Credit Facility was made on promissory notes. During April 2023, the Company received
initial loans under the Credit Facility, in the following amounts: (a) $500,000 from Mr. Mercadante on April 17, 2023; and (b) $100,000
from Mr. Giordano on April 21, 2023.
On
October 3, 2023 and November 28, 2023, the Company issued unsecured promissory notes to Mr. Mercadante and from an individual, who is
affiliated to Mr. Mercadante in the principal amounts of $500,000 and $60,000, respectively. Each unsecured promissory note matured one
year from the date of issuance and accrues interest at a rate per annum of 12%.
On
February 6, 2024 and February 15, 2024, the Company issued unsecured promissory notes to Mr. Mercadante in the principal amounts of $64,534
and $319,195, respectively. Each unsecured promissory note matures one year from the date of issuance and accrues interest at a rate
per annum of 12%.
On
February 21, 2024 and February 23, 2024, the Company issued unsecured promissory notes to Norman Newton (“Mr. Newton”) and
Charles Benton (“Mr. Benton”), both members of the Board, in the principal amounts of $1,000 and $3,109, respectively. Each
unsecured promissory note matured on September 30, 2024, and accrued interest at the rate per annum of 12%. On October 1, 2024, both
Mr. Newton and Mr. Benton each filed a notice of default, resulting in an increase in the rate of interest to 17% per annum as of the
date of default.
As
of March 31, 2024 and December 31, 2023, aggregate notes payable to related parties amounted to $1,547,838 and $1,160,000, respectively.
As of March 31, 2024 and December 31, 2023, the aggregate accrued interest payable amounted to $114,654 and $68,875, respectively, which
has been included in accrued expenses – related parties on the accompanying unaudited consolidated balance sheet.
See
Note 10 for subsequent defaults.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.4
DISCONTINUED OPERATIONS
|
3 Months Ended |
Mar. 31, 2024 |
Discontinued Operations and Disposal Groups [Abstract] |
|
DISCONTINUED OPERATIONS |
NOTE
9 – DISCONTINUED OPERATIONS
On
December 1, 2023, the Company ceased operations of its Freight Connections subsidiary and the Freight Bankruptcy occurred. Additionally,
on February 27, 2024, the Cougar Bankruptcy occurred. The Company and its other subsidiaries ceased all remaining logistic and transportation
service operations in mid-February 2024. As a result, accordingly, the Company has classified the related assets and liabilities associated
with its logistics and transportation services business as discontinued operations in its consolidated balance sheets and the results
of its logistics and transportation services business has been presented as discontinued operations in its consolidated statements of
operations for all periods presented as the discontinuation of its business had a major effect on its operations and financial results.
Unless otherwise noted, discussion in the other notes to consolidated financial statements refers to the Company’s continuing operations.
The
following table presents the major classes of assets and liabilities of the discontinued operations related to the Subsidiaries:
SCHEDULE
OF ASSETS AND LIABILITIES OPERATIONS OF THE DISCONTINUED OPERATIONS
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets of discontinued operations: | |
| | | |
| | |
Accounts receivable, net | |
$ | 67,511 | | |
$ | 807,838 | |
Prepaid expenses and other current assets | |
| - | | |
| 158,216 | |
Property and equipment, net | |
| - | | |
| 891,139 | |
Assets of discontinued operations, current portion | |
| 67,511 | | |
| 1,857,193 | |
| |
| | | |
| | |
Total assets of discontinued operations | |
$ | 67,511 | | |
$ | 1,857,193 | |
| |
| | | |
| | |
Liabilities of discontinued operations: | |
| | | |
| | |
Notes payable, current portion | |
$ | 2,467,432 | | |
$ | 3,010,866 | |
Accounts payable | |
| 1,137,303 | | |
| 1,119,433 | |
Accrued expenses | |
| 127,049 | | |
| 391,780 | |
Lease liabilities, current portion | |
| 2,522,042 | | |
| 2,522,042 | |
Liabilities of discontinued operations, current portion | |
| 6,253,826 | | |
| 7,044,121 | |
| |
| | | |
| | |
Total liabilities of discontinued operations | |
$ | 6,253,826 | | |
$ | 7,044,121 | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
following table summarizes the results of operations of the discontinued operations:
| |
2024 | | |
2023 | |
| |
Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Revenues | |
$ | 1,371,993 | | |
$ | 5,594,896 | |
Cost of revenues, excluding depreciation and amortization | |
| 1,383,829 | | |
| 3,626,353 | |
Gross profit (loss) | |
| (11,836 | ) | |
| 1,968,543 | |
Operating expenses | |
| (592,995 | ) | |
| (2,391,243 | ) |
Impairment loss | |
| (555,628 | ) | |
| - | |
Other expenses | |
| (26,617 | ) | |
| (149,705 | ) |
| |
| | | |
| | |
Loss from discontinued operations | |
$ | (1,187,076 | ) | |
$ | (572,405 | ) |
Accounts
receivable
On
March 31, 2024 and December 31, 2023, accounts receivable, net included in assets from discontinued operations consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE NET FROM DISCONTINUED OPERATIONS
| |
March 31, 2024 | | |
December 31, 2023 | |
Accounts receivable | |
$ | 159,263 | | |
$ | 1,065,024 | |
Allowance for doubtful accounts for estimated losses | |
| (91,752 | ) | |
| (257,186 | ) |
Accounts receivable, net | |
$ | 67,511 | | |
$ | 807,838 | |
Property
and equipment, net
As
of March 31, 2024 and December 31, 2023, property and equipment included in assets from discontinued operations consisted of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT INCLUDING ASSETS FROM DISCONTINUED OPERATIONS
| |
Useful Life | |
March 31, 2024 | | |
December 31, 2023 | |
Revenue equipment | |
3 - 20 years | |
$ | - | | |
$ | 1,841,546 | |
Machinery and equipment | |
1 - 10 years | |
| - | | |
| 204,665 | |
Office equipment and furniture | |
1 - 3 years | |
| - | | |
| 22,260 | |
Leasehold improvements | |
1 - 3 years | |
| - | | |
| 63,710 | |
Subtotal | |
| |
| - | | |
| 2,132,181 | |
Less: accumulated depreciation | |
| |
| - | | |
| (1,241,042 | ) |
Property and equipment, net | |
| |
$ | - | | |
$ | 891,139 | |
For
the three months ended March 31, 2024 and 2023, depreciation expense amounted to $39,018 and $112,785, respectively, and are included
in loss from discontinued operations.
Due
to the Cougar Express Bankruptcy and the assignment of all of the Cougar Express assets to the Cougar Express Trustee for liquidation
and unwinding of the business, during the three months ended March 31, 2024, the Company recognized a loss on deconsolidation of the
Cougar Express property and equipment, net of $296,493, which is included in loss from discontinued operations on the accompanying unaudited
consolidated statements of operations.
During
the three months ended March 31, 2024 and 2023, the Company wrote down property and equipment to net realizable value and recorded an
impairment loss of $555,628 and $0, respectively, which is included in loss from discontinued operations on the accompanying unaudited
consolidated statements of operations.
Intangible
Assets and Goodwill
For
the three months ended March 31, 2024 and 2023, amortization of intangible assets amounted to $0 and $263,126, respectively, which is
included in loss from discontinued operations on the accompanying unaudited consolidated statements of operations.
As
of March 31, 2024 and December 31, 2023, intangible assets subject to amortization and goodwill amounted to $0.
Notes
Payable
On
March 31, 2024 and December 31, 2023, notes payable included in liabilities of discontinued operations consisted of the following:
SCHEDULE
OF NOTES PAYABLE INCLUDED IN LIABILITIES
| |
March 31, 2024 | | |
December 31, 2023 | |
Principal amounts | |
$ | 2,467,432 | | |
$ | 3,010,866 | |
Less: current portion of notes payable | |
| (2,467,432 | ) | |
| (3,010,866 | ) |
Notes payable – long-term | |
$ | - | | |
$ | - | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
JFK
Cartage acquisition promissory note
On
July 31, 2022, in connection with the acquisition of JFK Cartage, JFK Cartage issued a promissory note in the amount of $696,935. Principal
amount of $98,448 was paid prior to December 31, 2022. The remaining balance of $598,487 was payable in three annual installments of
$199,496, with interest at 5% per annum, payable on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. On August 28, 2023
and effective on July 31, 2023, the Company and the JFK Cartage Seller entered into a First Amendment to Secured Promissory Note (the
“Amended Note”) to extend the first annual installment due on July 31, 2023 which was treated as a note modification. Pursuant
to the Amended Note, the Company paid or should have paid:
|
(i) |
An
interest payment in the amount of $6,501 which was paid no later than July 28, 2023: |
|
(ii) |
23
equal weekly payments of interest only, each in the amount of $1,571 (each a “Weekly Interest Payment”) payable commencing
on July 28, 2023, with the last Weekly Interest Payment due on or before December 29, 2023; |
|
(iii) |
$199,495.67
was payable on December 31, 2023; |
|
(iv) |
$199,495.67
was payable on July 31, 2024, plus interest at 5% per annum for the 7 months of January 2024 through July 2024, in the total
amount of $11,637.25 and, |
|
(v) |
$l99,499.68
was payable on July 31, 2025, plus interest at 5% per annum for the 12 months from August 2024 through July 2025 in the total amount
of $9,975. |
On
March 31, 2024 and December 31, 2023, the principal amount related to the Amended Note was $598,487, which is included in liabilities
of discontinued operations on the accompanying unaudited consolidated balance sheets.
Severance
Trucking acquisition promissory note
On
January 31, 2023, in connection with the acquisition of the Severance entities, Severance Trucking issued a promissory note in the amount
of $1,572,939 to the Severance Sellers (“Secured Severance Note”). The Secured Severance Note is a secured promissory which
accrues interest at the rate of 12% per annum. The entire unpaid principal under the Secured Severance Note was originally due and payable
in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest
thereunder, unless paid sooner. The Secured Severance Note was secured solely by the assets of Severance Trucking and a corporate guaranty
from TLSS. During the fourth quarter ended December 31, 2023, the Company repaid $181,660 of this note. On March 31, 2024 and December
31, 2023, the principal amount related to this note was $1,395,768 and $1,391,279, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. Subsequent to December 31, 2023, Severance Trucking
ceased its operations and all fixed assets of the Company were voluntarily surrendered to the Severance Sellers.
On
January 26, 2024, the Company received a: (i) Notice of Default and Demand Under Promissory Note and Security Agreement (“Payment
Default Notice”) in connection with the Company’s failure to timely pay in accordance with that certain loan agreement (the
“Severance Trucking Note”) entered into by and among the Severance Sellers, collectively as lender (“Severance Trucking
Lenders”) and TLSS-STI, Severance Trucking, Severance Warehouse and McGrath, collectively as promissors (each a “Severance
Trucking Debtor”, and collectively, the “Severance Trucking Debtors”) and (ii) Notice of Default and Demand Under Guaranty
(“Guaranty Default Notice” and together with the Payment Default Notice, the “Default Notices”), in connection
with an Absolute, Unconditional and Continuing Guaranty, dated February 1, 2023 between TLSS, as guarantor (the “Guarantor”),
and the Severance Trucking Lenders, which guaranty secured the Severance Trucking Note. The Severance Trucking Note became immediately
due and payable upon the Severance Trucking Debtors’ failure to make a payment in the amount of Fifty-Three Thousand Dollars ($53,000)
on January 1, 2024 due under the Severance Trucking Note (the “Severance Trucking January Payment”).
The
Severance Trucking Lenders demanded that the Severance Trucking Debtors and the Guarantor make the immediate full payment of (i) the
entire principal balance due under the Severance Trucking Note, together with all interest accrued thereon, and (ii) a late charge of
five percent (5%) of the Severance Trucking January Payment. The Severance Trucking Lenders also noted that if the full payment due under
the Severance Trucking Note was not made to the Severance Trucking Lenders, then the Severance Trucking Lenders could immediately thereafter
pursue all their rights and remedies under the Severance Trucking Note, including, without limitation, liquidation of all of the collateral
of the Severance Trucking Debtors. If the Severance Trucking Lenders took such action, then, the Severance Trucking Debtors would be
responsible for all costs and expenses in connection with the collection and enforcement (“Expenses”) of the payment due
under the Default Notices, and that such Expenses shall accrue interest at a rate of 18% per annum. On February 26, 2024, the Company
voluntarily surrendered the unencumbered owned fixed assets of Severance Trucking operations to the Severance Trucking Lenders.
Equipment
and auto notes payable
In
connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed several equipment notes payable due to entities
amounting to $15,096. On March 31, 2024 and December 31, 2023, equipment notes payable to these entities amounted to $0 and $712, respectively,
which is included in liabilities of discontinued operations on the accompanying unaudited consolidated balance sheets.
On
July 7, 2022, Cougar Express entered into a promissory note for the purchase of a truck in the amount of $46,416. The note is due in
sixty monthly installments of $1,019 which began in August 2022. The note was secured by the truck. On March 31, 2024 and December 31,
2023, the equipment note payable to this entity amounted to $0 (due to deconsolidation) and $34,847, respectively, which is included
in liabilities of discontinued operations on the accompanying unaudited consolidated balance sheets.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
On
September 22, 2022, JFK Cartage entered into a promissory note for the purchase of a truck in the amount of $61,979. The note is due
in forty-eight monthly installments of $1,645 which began in August 2022. The note was secured by the truck. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $41,624 and $42,783, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan
were forfeited and returned to the lender.
On
January 17, 2023, Cougar Express entered into a promissory note for the purchase of two trucks in the amount of $196,700. The note is
due in sixty monthly installments of $4,059 which began in August 2022. The note was secured by the trucks. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $0 (due to deconsolidation) and $166,748, which is included in liabilities
of discontinued operations on the accompanying unaudited consolidated balance sheets.
In
connection with the acquisition of the Severance entities, on January 31, 2023, the Company assumed an equipment note payable due to
an entity amounting to $23,000. On March 31, 2024 and December 31, 2023, equipment note payable to this entity amounted to $16,511, which
is included in liabilities of discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024,
the trucks securing this loan were forfeited and returned to the lender.
On
April 1, 2023, Severance Trucking entered into a promissory note for the purchase of a yard truck in the amount of $50,634. The note
is due in 48 monthly installments of $1,254 which began in April 2023. The note was secured by the truck. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $40,537 and $42,433, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan
were forfeited and returned to the lender.
On
April 14, 2023, Severance Trucking entered into a promissory note for the purchase of a truck in the amount of $53,275. The note is due
in 48 monthly installments of $1,379 which began in April 2023. The note was secured by the truck. On March 31, 2024 and December 31,
2023, the equipment note payable to this entity amounted to $45,079 and $46,038, respectively, which is included in liabilities of discontinued
operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan were forfeited
and returned to the lender.
On
July 13, 2023, Severance Trucking entered into a promissory note for the purchase of three trucks in the amount of $278,085. The note
is due in 60 monthly installments of $5,762 which began in August 2023. The note is secured by the trucks. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $253,277 and $259,335, respectively, which is included in liabilities
of discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this
loan were forfeited and returned to the lender.
On
September 8, 2023, Severance Trucking entered into a promissory note for the purchase of two trucks in the amount of $83,398. The note
is due in 48 monthly installments of $2,107 which began in October 2023. The note is secured by the trucks. On March 31, 2024 and December
31, 2023, the equipment note payable to this entity amounted to $76,149 and $79,084, respectively, which is included in liabilities of
discontinued operations on the accompanying unaudited consolidated balance sheets. As of March 31, 2024, the trucks securing this loan
were forfeited and returned to the lender.
In
December 2023, Cougar Express entered into two Merchant Loan (the “Merchant Loans”) with lenders in the aggregate principal
amount of $335,000 and received net proceeds of $307,050, net of fees of $27,950, which was reflected as a debt discount to be amortized
into interest expense over the term of the note. The Merchant Loans requires a weekly and daily payment of principal and interest of
$11,250 and $2,774, respectively, through May 2024. On March 31, 2024 and December 31, 2023, the aggregate principal amount due on the
Merchant Loans is $0 (due to deconsolidation) and $332,609, respectively, which is included in liabilities of discontinued operations
on the accompanying unaudited consolidated balance sheets.
Operating
and Financing Lease Right-Of-Use (“Rou”) Assets and Operating and Financing Lease Liabilities
As
a result of the acquisition of JFK Cartage and Freight Connections, the Company assumed several non-cancelable operating leases for the
lease of office, warehouse spaces, and parking spaces. Additionally, as a result of the acquisition of Severance Trucking, the Company
assumed several non-cancelable financing leases for revenue equipment.
Effective
January 1, 2023, Freight Connections entered into a lease agreement for warehouse space in Ridgefield, NJ. The lease was for a period
of 60 months, commencing on January 1, 2023 and expiring on December 31, 2027. Pursuant to the lease agreement, the lease required Freight
Connections to pay a monthly base rent of; (i) $41,071 in the first year; (ii) $42,303 in the second year; (iii) $43,572 in the third
year; (iv) $44,880 in the fourth year and; (v) $46,226 in the fifth year, plus a pro rata share of operating expenses beginning January
2023. In connection with this lease, on January 1, 2023, the Company had increased right of use assets and lease liabilities by $2,180,356.
Effective
February 1, 2023, Severance Trucking entered into a lease agreement for warehouse space in North Haven, CT. The lease is for a period
of 24 months, commencing on February 1, 2023 and expiring on January 31, 2025. Pursuant to this lease agreement, the lease required Severance
Trucking to pay a monthly base rent of $8,500. Additionally, effective February 1, 2023, Severance Trucking entered into a lease agreement
for warehouse space in Dracut, MA. The lease is for a period of 60 months, commencing on February 1, 2023 and expiring on January 31,
2028. Pursuant to this lease agreement, the lease requires Severance Trucking to pay a monthly base rent of $32,000. In connection with
these leases, on February 1, 2023, the Company increased right of use assets and lease liabilities by $2,180,356. In February 2024, Severance
Trucking received a Notice of Default and Demand for Rent for its failure to pay rent due on December 1, 2023, and January 1, 2024 under
the terms of a lease entered into on February 1, 2023 between Severance Trucking and the Severance Family Realty Trust. On February 26,
2024, Severance voluntarily vacated such premises.
On
December 1, 2023, in connection with the Freight Bankruptcy and the assignment of all of the TLSS-FC and Freight Connections assets to
the Freight Trustee for liquidation and unwinding of the business, Freight Connection abandoned all of its leased premises and during
the year ended December 31, 2023, the Company recognized a loss on deconsolidation of the Freight Connections right of use assets of
$7,774,566, which was included in loss from discontinued operations on the Company’s consolidated statements of operations and
offset by a gain from the deconsolidation of lease liabilities. Additionally, certain landlords of Freight Connections initiated litigation
against the Company for non-payment of lease amounts due which is part of the Freight Bankruptcy.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Additionally,
in February 2024, the Company abandoned all remaining leased premises and as of December 31, 2023, the Company wrote off its remaining
right of use assets and related security deposits and recorded an impairment loss of $2,127,807, which is included in loss from discontinued
operations on the Company’s consolidated statements of operations for the year ended December 31, 2023.
The
significant assumption used to determine the present value of the lease liabilities was discount rates ranging from 8% to 9% which was
based on the Company’s estimated average incremental borrowing rate.
On
March 31, 2024 and December 31, 2023, right-of-use asset (“ROU”) included in assets of discontinued operations is summarized
as follows:
SCHEDULE
OF RIGHT TO USE ASSET
| |
March 31, 2024 | | |
December 31, 2023 | |
Office leases and equipment right of use assets | |
$ | - | | |
$ | - | |
Less: accumulated amortization | |
| - | | |
| - | |
Balance of ROU assets | |
$ | - | | |
$ | - | |
On
March 31, 2024 and December 31, 2023, operating and financing lease liabilities related to the ROU assets are included in liabilities
of discontinued operations and are summarized as follows:
SCHEDULE
OF OPERATING LEASE LIABILITY TO ROU ASSET
| |
March 31, 2024 | | |
December 31, 2023 | |
Lease liabilities related to office leases and revenue equipment right of use assets | |
$ | 2,522,042 | | |
$ | 2,522,042 | |
Less: current portion of lease liabilities | |
| (2,522,042 | ) | |
| (2,522,042 | ) |
Lease liabilities – long-term | |
$ | - | | |
$ | - | |
|
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- DefinitionThe entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
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v3.24.4
SUBSEQUENT EVENTS
|
3 Months Ended |
Mar. 31, 2024 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
10 – SUBSEQUENT EVENTS
On
April 1, 2024, a judgment was entered against Severance Trucking on behalf of Emerson in the amount of $96,226, including prejudgment
interest, statutory costs and legal fees. Emerson, which was a customer of Severance Trucking, claimed that an employee of Severance
Trucking stole $75,209 of Emerson’s products while under Severance Trucking’s control. Such amount is recorded as a liability
of Severance Trucking and included in liabilities of discontinued operations.
On
April 30, 2024, Severance Trucking received a letter from Ryder Truck Rental, Inc. requesting payment in the amount of $581,507 comprised
of outstanding unpaid Truck Lease and Service Agreement charges of $55,136 in open invoices, $399,177 in early termination charges and
$134,194 in attorney’s fees. As of March 31, 2024 and December 31, 2023, such amounts are recorded as a liability of Severance
Trucking and included in liabilities of discontinued operations.
Due
to the Company’s financial condition, beginning on February 16, 2024, Mr. Giordano agreed to temporarily defer cash compensation
and receipt of benefits until a date that was to be mutually agreed upon; however, such compensation and other benefits due to Mr. Giordano
under the CEO Employment Agreement, continue to accrue. On May 15, 2024, the Company received the Termination Notice, for the nonpayment
of compensation and other benefits due under such CEO Employment Agreement. Under the terms of the CEO Employment Agreement, the Company
had until July 15, 2024 to cure such default or else Mr. Giordano’s termination pursuant to the Termination Notice would be effective
on July 15, 2024. The Company was unable to cure such default; however, on July 15, 2024, the Company and Mr. Giordano agreed to a extend
the termination date until August 15, 2024. On August 15, 2024, the Company and Mr. Giordano further extended the termination date to
November 15, 2024. On November 14, 2024, the parties further extended the termination date to February 15, 2025.
Through
the extended termination date, all existing wage and benefit provisions of the CEO Employment Agreement shall continue to accrue; however,
the claims under the Termination Notice remain in force, including that any granted, but unvested Restricted Stock Units, if any, have
been deemed fully vested under the Termination Notice. In addition, the remaining 30,531,608 of unvested Restricted Stock Units (“RSUs”)
of the 122,126,433 RSUs originally granted to Mr. Giordano in March 2022 will be deemed fully vested as of the date the CEO Employment
Agreement terminates.
In
connection with the extension of the term of the CEO Employment Agreement, the Company acknowledged that as of and through December 31,
2024 the amount of compensation and benefit amounts due to Mr. Giordano total:
SCHEDULE
OF COMPENSATION AND BENEFIT AMOUNT
(i) Unpaid base salary – February 16 – December 31, 2024 | |
$ | 378,875 | |
(ii) Accrued vacation pay – through December 31, 2024 | |
$ | 104,244 | |
(iii) Health insurance premium – (March – December 2024) | |
$ | 22,980 | |
Total | |
$ | 506,099 | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
above amounts do not include the severance payment that became due and payable under the terms of the CEO Employment Agreement as a result
of the Company’s failure to cure the default as discussed above, which is equal to Mr. Giordano’s annual base salary for
the one-year subsequent to the termination of the CEO Employment Agreement ($400,000).
On
May 21, 2024, the Company received default notices for its failure to pay outstanding principal and interest due on unsecured promissory
notes that were issued on April 17, 2023 to Mr. Mercadante and on April 21, 2023 to Mr. Giordano in the principal and interest amounts
of $542,575 and $108,708, respectively and due on December 31, 2023. As such, the interest rate on both notes was increased to 17% per
annum calculated as of January 1, 2024 (see Note 4).
On
July 1, 2024, the Company received a default notice for its failure to pay outstanding principal and interest due on an unsecured promissory
note that was issued on October 3, 2023 to John Mercadante in the principal amount of $500,000 and was due on June 30, 2024. As such,
the interest rate on such note was increased to 17% per annum as of July 1, 2024 (see Note 4).
On
July 17, 2024, our common stock, which was quoted on the OTC Pink Tier under the symbol “TLSS” was moved to the OTC Experts
Market.
On
August 12, 2024, the Company issued two (2) promissory notes (the “August 2024 Notes”) in the aggregate principal amount
of $150,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance, to Mercer Street Global Opportunity
Fund and Cavalry Fund I LP (each a “2024 Lender” and together the “2024 Lenders”).
If
the Company defaults on the August 2024 Notes, the 2024 Lenders have the right to demand repayment of the August 2024 Notes in full upon
five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day
period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the
entire amount of the August 2024 Notes outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the August 2024 Notes, the Company also entered into a letter agreement of even date (the “August 2024 Letter
Agreement”) with the August 2024 Lenders setting forth, among other items, the intended use of proceeds of the August 2024 Notes
which include: (i) the completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and
submission of any requisite filings with the SEC and OTC Expert Market; and (iii) maintaining good standing with requisite taxing authorities.
On
August 24, 2024, TLSS Ops received a Notice of Default and Demand for Payment from RxBenefits, Inc. (“RxBenefits”) due to
the Company’s failure to pay certain invoices, plus interest and late service charges due under the Administrative Services Agreement
by and between RxBenefits and TLSS Operations Holding, in the amount of $111,618. Such amount is recorded as an accrued expense of TLSS
Ops.
On
October 9, 2024, the Company issued two (2) unsecured non-convertible promissory notes (the “October 2024 Notes”) in the
aggregate principal amount of $100,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance,
to the 2024 Lenders. If the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the October
2024 Notes in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry
of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate
will apply to the entire amount of the October 2024 Notes outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the October 2024 Notes, the Company also entered into a letter agreement of even date (the “October 2024 Letter
Agreement”) with the 2024 Lenders setting forth, among other items, the intended use of proceeds of the October 2024 Notes which
include: (i) the completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and submission
of any requisite filings with the SEC and OTC Expert Market; (iii) maintaining good standing with requisite taxing authorities; and (iv)
fees for routine litigation matters in the ordinary course of business.
On
November 22, 2024, Company issued an unsecured non-convertible promissory note (the “November 2024 Note”) in the aggregate
principal amount of $50,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance, to the 2024
Lenders. If the Company defaults on the November 2024 Note, the 2024 Lenders have the right to demand repayment of the November 2024
Note in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of
a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate
will apply to the entire amount of the November 2024 Note outstanding, including any accrued but unpaid interest.
Concurrently
with the issuance of the November 2024 Note, the Company also entered into a letter agreement of even date (the “November 2024
Letter Agreement”) with the 2024 Lenders setting forth, among other items, the intended use of proceeds of the November 2024 Notes
which include: (i) the completion of the Company’s 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and
submission of any requisite filings with the SEC and OTC Expert Market; (iii) maintaining good standing with requisite taxing authorities;
and (iv) fees for routine litigation matters in the ordinary course of business.
From
April 1, 2024 and through January 13, 2025, the Company issued 711,458,441 shares of our common stock in connection with the conversion
of 24,163 shares of Series G Preferred and accrued dividends payable of $6,316. The conversion ratio was based on the Series G COD, as
amended. As of January 13, 2025, 406,500 shares of the Series G Preferred remain issued and outstanding.
|
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.24.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
Basis of presentation and principles of consolidation |
Basis
of presentation and principles of consolidation
The
unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange
Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures
necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited consolidated
financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements
be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2023 and notes thereto
included in the Company’s annual report on SEC Form 10-K, filed on December 6, 2024. The Company follows the same accounting policies
in the preparation of its annual and interim reports. The results of operations for the interim periods are not necessarily an indication
of operating results to be expected for the full year.
The
consolidated financial statements of the Company include the accounts of TLSS and its wholly-owned subsidiaries, TLSSA, TLSS Ops, Shyp
FX, Shyp CX, TLSS-FC, Freight Connection since its acquisition on September 16, 2022 through its deconsolidation on December 1, 2023,
TLSS-CE, Cougar Express through its deconsolidation on February 27, 2024, JFK Cartage since its acquisition on July 31, 2022, TLSS-STI,
and Severance since its acquisition on January 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation.
References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.
|
Discontinued Operations |
Discontinued
Operations
The
Company has classified the related assets and liabilities associated with its logistics and transportation services business as discontinued
operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented
as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business
had a major effect on its operations and financial results. Unless otherwise noted, discussion in the notes to consolidated financial
statements refers to the Company’s continuing operations. See Note 9 — Discontinued Operations for additional information.
|
Deconsolidation of subsidiaries |
Deconsolidation
of subsidiaries
The
Company accounts for a gain or loss on deconsolidation of subsidiaries or derecognition of a group of assets in accordance with ASC 810-10-40-5.
The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair
value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the
date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying
amount of the group of assets.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
|
Going concern |
Going
concern
These
unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated
financial statements, the Company had a net loss of $2,064,920 and $1,645,916 for the three months ended March 31, 2024 and 2023, respectively.
The net cash used in operations was $78,634 and $704,254 for the three months ended March 31, 2024 and 2023, respectively. Additionally,
the Company had an accumulated deficit and working capital deficit of $144,477,980 and $9,992,239, respectively, on March 31, 2024. Furthermore,
as of February 2024, the Company has ceased operation of all its logistics and transportation services business and currently has no
operating business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period
of twelve months from the issuance date of this Quarterly Report. While the Company is working towards getting current in its requisite
past due periodic reports with the U.S. Securities and Exchange Commission (the “SEC”), it is also evaluating a possible
restructuring of its existing debts and obligations, as well as assessing the possibility of replacing its discontinued businesses and/or
enter into new line(s) of business, whether by acquisition or otherwise. However, there can be no assurance that it will, in fact, be
able to replace its former business and/or enter into new line(s) of business, or to do so profitably. Management cannot provide assurance
that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital.
The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although
the Company has historically raised capital from sales of preferred shares, from the issuance of promissory notes and convertible promissory
notes, and from the exercise of warrants, there is no assurance that it will be able to continue to do so. If the Company is unable to
raise additional capital or secure additional lending in the near future, management expects that the Company will need to further curtail
its operations. These unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification
of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.
|
Risks and uncertainties |
Risks
and uncertainties
The
Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31,
2024 and December 31, 2023, the Company had no cash in the bank in excess of FDIC insured levels.
|
Use of estimates |
Use
of estimates
The
preparation of the consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation
of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired
and liabilities assumed in a business combination, the valuation of right of use assets and related liabilities, assumptions used in
assessing impairment of long-lived assets, valuation of assets and liabilities of discontinued operations, estimates of current and deferred
income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, and the value of claims against the
Company.
|
Fair value of financial instruments |
Fair
value of financial instruments
The
Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures, which defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not
recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information
available to the Company on March 31, 2024. Accordingly, the estimates presented in these consolidated financial statements are not necessarily
indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation
techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market
data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable
inputs (Level 3 measurement).
The
three levels of the fair value hierarchy are as follows:
|
● |
Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
|
|
|
|
● |
Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from
or corroborated by observable market data. |
|
|
|
|
● |
Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available information. |
The
Company measures certain financial instruments at fair value on a recurring basis. As of March 31, 2024 and December 31, 2023, the Company
had no assets and liabilities measured at fair value on a recurring basis.
ASC
825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless
a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding
instruments.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
carrying amounts reported in the unaudited consolidated balance sheets for cash, prepaid expenses and other current assets, assets of
discontinued operations, accounts payable, accrued expenses, insurance payable, liabilities of discontinued operations, 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.
|
Business acquisitions |
Business
acquisitions
The
Company accounted for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed
are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the
net assets acquired was recorded as goodwill. Determining the fair value of certain acquired assets and liabilities was subjective in
nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate
valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of
terminal values. Business acquisitions were included in the Company’s consolidated financial statements as of the date of the acquisition.
|
Cash and cash equivalents |
Cash
and cash equivalents
For
purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months
or less at the purchase date and money market accounts to be cash equivalents. On March 31, 2024 and December 31, 2023, the Company did
not have any cash equivalents.
|
Accounts receivable |
Accounts
receivable
Accounts
receivable were presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated
losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt
as to the collectability of individual balances along with general reserves for current accounts receivable that are projected to become
uncollectable. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the
age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts
are written off after exhaustive efforts at collection.
|
Property and equipment |
Property
and equipment
Property
and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of one to twenty
years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Revenue
equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more
than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period
of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. In addition to
purchasing new revenue equipment, the Company may rebuild the engines of its tractors. Because rebuilding an engine increases its useful
life, the Company capitalizes these costs and depreciates the cost over the remaining useful life of the unit. Maintenance and repairs
are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the
accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of
decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be
recoverable.
|
Goodwill and other intangible assets |
Goodwill
and other intangible assets
Intangible
assets were carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less
any impairment charges.
The
Company’s business acquisitions typically resulted in the recording of goodwill and other intangible assets, which affected the
amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods.
Goodwill
represented the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is
subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually,
or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected
future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets
is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value.
Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine
whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required
to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely
than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets
are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital,
which are derived from internal projection and operating plans. The Company performed its annual testing for goodwill during the fourth
quarter of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the
fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Other
intangibles, net consisted of covenants not to compete and customer relationships. All intangible assets determined to have finite lives
were amortized over their estimated useful lives. The useful life of an intangible asset was the period over which the asset is expected
to contribute directly or indirectly to future cash flows. In connection with the discontinuation of the Company’s logistic and
transportation business, all intangible assets and goodwill were either impaired or deconsolidated and any such impairment is included
in discontinued operations in fiscal 2023.
See
Note 9 for additional information regarding intangible assets and goodwill.
|
Leases |
Leases
The
Company uses Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance requires lessees to recognize
lease assets and lease liabilities for most operating leases. In addition, the 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 represented the right to use the leased asset for the lease term and operating lease liabilities were 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 used 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 was amortized on a straight-line basis over the lease
term. In connection with the discontinuation of the Company’s logistic and transportation business, all ROU assets were either
impaired or deconsolidated and any such impairment is included in discontinued operations as of December 31, 2023. Currently, all leased
premises have been abandoned (see Note 9).
|
Impairment of long-lived assets |
Impairment
of long-lived assets
In
accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss
when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured
as the difference between the asset’s estimated fair value and its book value.
|
Segment reporting |
Segment
reporting
The
Company uses “the management approach” in determining reportable operating segments. The management approach considers the
internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing
performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker
is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing
performance for the entire Company. During the three months ended March 31, 2024 and 2023, the Company believes that it operated in one
operating segment related to its full suite of logistics and transportation services.
|
Revenue recognition and cost of revenue |
Revenue
recognition and cost of revenue
The
Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle
that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature,
amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments.
The
Company recognized 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 recognized revenue on a gross basis. Our payment terms
were generally net 30 days from acceptance of delivery. The Company did not incur incremental costs obtaining service orders from its
customers, however, if the Company did, because all the Company’s customer contracts are less than a year in duration, any contract
costs incurred would be expensed rather than capitalized. The revenue that the Company recognized arose from deliveries of freight on
behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders corresponded
to each delivery of freight that the Company made under the service agreements. Control of the freight transfers to the recipient upon
delivery. Once this occurred, the Company satisfied its performance obligation and the Company recognized revenue.
The
Company’s revenues were primarily derived from the transportation services it provided through the delivery of goods over the duration
of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability was probable this
document serves as the contract as its basis to recognized revenue under ASC 606- Revenue Recognition. The Company elected to expense
initial direct costs as incurred because the average shipment cycle is less than five days. The Company recognized revenue and substantially
all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally included compensation and related
benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directed the use of the transportation
service provided and remained responsible for the complete and proper shipment. The Company recognized revenue for its performance obligations
under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition.
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Revenue
generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate.
Inherent
within the Company’s revenue recognition practices were estimates for revenue associated with shipments in transit. For shipments
in transit, the Company recorded revenue based on the percentage of service completed as of the period end and recognizes delivery costs
as incurred. The percentage of service completed for each shipment was based on how far along in the shipment cycle each shipment is
in relation to standard transit days. The estimated portion of revenue for all shipments in transit was accumulated at period end and
recognized as revenue within discontinued operations. The significance of in transit shipments to the consolidated financial statements
was limited due to the short duration, generally less than five days, of the average shipment cycle. As of March 31, 2024, any reductions
to operating revenue and accounts receivable to reflect in transit shipments were insignificant.
For
the three months ended March 31, 2024 and 2023, all revenues and cost of revenues are included in discontinued operations.
|
Stock-based compensation |
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which
requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for
an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange
for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee
services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures
as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
|
Basic and diluted loss per share |
Basic
and diluted loss per share
Pursuant
to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average
number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss attributable
to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities
outstanding during the period. Potentially dilutive shares of common stock consist of common stock issuable for stock options and warrants
(using the treasury stock method) and shares issuable for Series E, G and H preferred shares (using the as-if converted method). These
common stock equivalents may be dilutive in the future.
Potentially
dilutive shares of common stock were excluded from the computation of diluted shares outstanding for the three months ended March 31,
2024 and 2023 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 COMPUTING OF DILUTED SHARES OUTSTANDING
| |
March 31, 2024 | | |
March 31, 2023 | |
Stock warrants | |
| 948,403,679 | | |
| 1,258,008,109 | |
Stock options | |
| 80,000 | | |
| 80,000 | |
Series E convertible preferred stock | |
| 95,238,667 | | |
| 28,571,600 | |
Series G convertible preferred stock | |
| 2,153,315,000 | | |
| 546,000,000 | |
Series H convertible preferred stock | |
| 323,740,000 | | |
| 323,740,000 | |
Antidilutive securities
excluded from computation of earnings per share | |
| 3,520,777,346 | | |
| 2,156,399,709 | |
|
Recent accounting pronouncements |
Recent
accounting pronouncements
In
August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in
an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required
under current U.S. 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
adoption of this standard on January 1, 2024 had no impact on the Company’s consolidated financial statements.
There
are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact
on our consolidated financial position, results of operations or cash flows upon adoption.
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v3.24.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTING OF DILUTED SHARES OUTSTANDING |
Potentially
dilutive shares of common stock were excluded from the computation of diluted shares outstanding for the three months ended March 31,
2024 and 2023 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 COMPUTING OF DILUTED SHARES OUTSTANDING
| |
March 31, 2024 | | |
March 31, 2023 | |
Stock warrants | |
| 948,403,679 | | |
| 1,258,008,109 | |
Stock options | |
| 80,000 | | |
| 80,000 | |
Series E convertible preferred stock | |
| 95,238,667 | | |
| 28,571,600 | |
Series G convertible preferred stock | |
| 2,153,315,000 | | |
| 546,000,000 | |
Series H convertible preferred stock | |
| 323,740,000 | | |
| 323,740,000 | |
Antidilutive securities
excluded from computation of earnings per share | |
| 3,520,777,346 | | |
| 2,156,399,709 | |
|
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v3.24.4
ACQUISITIONS (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Two Thousand Twenty Three Acquisition [Member] |
|
Business Acquisition [Line Items] |
|
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
SCHEDULE
OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| |
Severance | |
Assets acquired: | |
| | |
Cash | |
$ | 207,471 | |
Accounts receivable | |
| 836,886 | |
Other assets | |
| | |
Prepaid expenses and other assets | |
| 25,454 | |
Property and equipment, net | |
| 1,186,198 | |
Right of use assets | |
| | |
Financing lease right of use assets | |
| 457,239 | |
Intangible assets | |
| 430,152 | |
Goodwill | |
| | |
Total assets acquired at fair value | |
| 3,143,400 | |
Liabilities assumed: | |
| | |
Notes payable | |
| 23,000 | |
Accounts payable and accrued expenses | |
| 376,636 | |
Accrued expenses | |
| | |
Lease liabilities | |
| 457,239 | |
Total liabilities assumed | |
| 856,875 | |
Net assets acquired | |
$ | 2,286,525 | |
Purchase consideration paid: | |
| | |
Cash paid | |
$ | 713,586 | |
Promissory note | |
| 1,572,939 | |
Notes payable | |
| | |
Common stock and Series H preferred stock issued | |
| | |
Total purchase consideration paid | |
$ | 2,286,525 | |
|
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v3.24.4
SHAREHOLDERS’ EQUITY (DEFICIT) (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
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 Non-Vested Shares | | |
Weighted Average Grant Date Fair Value | |
Non-vested, December 31, 2023 | |
| 61,063,216 | | |
$ | 0.011 | |
Shares vested | |
| (30,531,608 | ) | |
| (0.008 | ) |
Non-vested, March 31, 2024 (1) | |
| 30,531,608 | | |
$ | 0.011 | |
(1) |
On
August 15, 2024, the remaining 30,531,608 shares vested. |
|
SUMMARY OF WARRANT ACTIVITIES |
Warrant
activities for the three months ended March 31, 2024 are summarized as follows:
SUMMARY OF WARRANT ACTIVITIES
| |
Number of Shares Issuable Upon Exercise of Warrants | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Balance Outstanding December 31, 2023 | |
| 948,452,679 | | |
$ | 0.008 | | |
| 2.81 | | |
$ | 0 | |
Expired | |
| (49,000 | ) | |
| (1.00 | ) | |
| - | | |
| - | |
Balance Outstanding March 31, 2024 | |
| 948,403,679 | | |
$ | 0.008 | | |
| 2.56 | | |
$ | 0 | |
Exercisable, March 31, 2024 | |
| 948,403,679 | | |
$ | 0.008 | | |
| 2.56 | | |
$ | 0 | |
|
SUMMARY OF STOCK OPTION ACTIVITIES |
Stock
option activities for the three months ended March 31, 2024 are summarized as follows:
SUMMARY OF STOCK OPTION ACTIVITIES
| |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Balance Outstanding December 31, 2023 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.33 | | |
$ | - | |
Granted/Cancelled | |
| - | | |
| - | | |
| - | | |
| - | |
Balance Outstanding March 31, 2024 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.08 | | |
$ | - | |
Exercisable, March 31, 2024 | |
| 80,000 | | |
$ | 8.85 | | |
| 0.08 | | |
$ | - | |
|
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v3.24.4
DISCONTINUED OPERATIONS (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
SCHEDULE OF ASSETS AND LIABILITIES OPERATIONS OF THE DISCONTINUED OPERATIONS |
The
following table presents the major classes of assets and liabilities of the discontinued operations related to the Subsidiaries:
SCHEDULE
OF ASSETS AND LIABILITIES OPERATIONS OF THE DISCONTINUED OPERATIONS
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets of discontinued operations: | |
| | | |
| | |
Accounts receivable, net | |
$ | 67,511 | | |
$ | 807,838 | |
Prepaid expenses and other current assets | |
| - | | |
| 158,216 | |
Property and equipment, net | |
| - | | |
| 891,139 | |
Assets of discontinued operations, current portion | |
| 67,511 | | |
| 1,857,193 | |
| |
| | | |
| | |
Total assets of discontinued operations | |
$ | 67,511 | | |
$ | 1,857,193 | |
| |
| | | |
| | |
Liabilities of discontinued operations: | |
| | | |
| | |
Notes payable, current portion | |
$ | 2,467,432 | | |
$ | 3,010,866 | |
Accounts payable | |
| 1,137,303 | | |
| 1,119,433 | |
Accrued expenses | |
| 127,049 | | |
| 391,780 | |
Lease liabilities, current portion | |
| 2,522,042 | | |
| 2,522,042 | |
Liabilities of discontinued operations, current portion | |
| 6,253,826 | | |
| 7,044,121 | |
| |
| | | |
| | |
Total liabilities of discontinued operations | |
$ | 6,253,826 | | |
$ | 7,044,121 | |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
The
following table summarizes the results of operations of the discontinued operations:
| |
2024 | | |
2023 | |
| |
Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Revenues | |
$ | 1,371,993 | | |
$ | 5,594,896 | |
Cost of revenues, excluding depreciation and amortization | |
| 1,383,829 | | |
| 3,626,353 | |
Gross profit (loss) | |
| (11,836 | ) | |
| 1,968,543 | |
Operating expenses | |
| (592,995 | ) | |
| (2,391,243 | ) |
Impairment loss | |
| (555,628 | ) | |
| - | |
Other expenses | |
| (26,617 | ) | |
| (149,705 | ) |
| |
| | | |
| | |
Loss from discontinued operations | |
$ | (1,187,076 | ) | |
$ | (572,405 | ) |
|
Discontinued Operations [Member] |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
SCHEDULE OF ACCOUNTS RECEIVABLE NET FROM DISCONTINUED OPERATIONS |
On
March 31, 2024 and December 31, 2023, accounts receivable, net included in assets from discontinued operations consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE NET FROM DISCONTINUED OPERATIONS
| |
March 31, 2024 | | |
December 31, 2023 | |
Accounts receivable | |
$ | 159,263 | | |
$ | 1,065,024 | |
Allowance for doubtful accounts for estimated losses | |
| (91,752 | ) | |
| (257,186 | ) |
Accounts receivable, net | |
$ | 67,511 | | |
$ | 807,838 | |
|
SCHEDULE OF PROPERTY AND EQUIPMENT INCLUDING ASSETS FROM DISCONTINUED OPERATIONS |
As
of March 31, 2024 and December 31, 2023, property and equipment included in assets from discontinued operations consisted of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT INCLUDING ASSETS FROM DISCONTINUED OPERATIONS
| |
Useful Life | |
March 31, 2024 | | |
December 31, 2023 | |
Revenue equipment | |
3 - 20 years | |
$ | - | | |
$ | 1,841,546 | |
Machinery and equipment | |
1 - 10 years | |
| - | | |
| 204,665 | |
Office equipment and furniture | |
1 - 3 years | |
| - | | |
| 22,260 | |
Leasehold improvements | |
1 - 3 years | |
| - | | |
| 63,710 | |
Subtotal | |
| |
| - | | |
| 2,132,181 | |
Less: accumulated depreciation | |
| |
| - | | |
| (1,241,042 | ) |
Property and equipment, net | |
| |
$ | - | | |
$ | 891,139 | |
|
SCHEDULE OF NOTES PAYABLE INCLUDED IN LIABILITIES |
On
March 31, 2024 and December 31, 2023, notes payable included in liabilities of discontinued operations consisted of the following:
SCHEDULE
OF NOTES PAYABLE INCLUDED IN LIABILITIES
| |
March 31, 2024 | | |
December 31, 2023 | |
Principal amounts | |
$ | 2,467,432 | | |
$ | 3,010,866 | |
Less: current portion of notes payable | |
| (2,467,432 | ) | |
| (3,010,866 | ) |
Notes payable – long-term | |
$ | - | | |
$ | - | |
|
SCHEDULE OF RIGHT TO USE ASSET |
On
March 31, 2024 and December 31, 2023, right-of-use asset (“ROU”) included in assets of discontinued operations is summarized
as follows:
SCHEDULE
OF RIGHT TO USE ASSET
| |
March 31, 2024 | | |
December 31, 2023 | |
Office leases and equipment right of use assets | |
$ | - | | |
$ | - | |
Less: accumulated amortization | |
| - | | |
| - | |
Balance of ROU assets | |
$ | - | | |
$ | - | |
|
SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET |
On
March 31, 2024 and December 31, 2023, operating and financing lease liabilities related to the ROU assets are included in liabilities
of discontinued operations and are summarized as follows:
SCHEDULE
OF OPERATING LEASE LIABILITY TO ROU ASSET
| |
March 31, 2024 | | |
December 31, 2023 | |
Lease liabilities related to office leases and revenue equipment right of use assets | |
$ | 2,522,042 | | |
$ | 2,522,042 | |
Less: current portion of lease liabilities | |
| (2,522,042 | ) | |
| (2,522,042 | ) |
Lease liabilities – long-term | |
$ | - | | |
$ | - | |
|
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v3.24.4
SUBSEQUENT EVENTS (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Subsequent Events [Abstract] |
|
SCHEDULE OF COMPENSATION AND BENEFIT AMOUNT |
SCHEDULE
OF COMPENSATION AND BENEFIT AMOUNT
(i) Unpaid base salary – February 16 – December 31, 2024 | |
$ | 378,875 | |
(ii) Accrued vacation pay – through December 31, 2024 | |
$ | 104,244 | |
(iii) Health insurance premium – (March – December 2024) | |
$ | 22,980 | |
Total | |
$ | 506,099 | |
|
X |
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v3.24.4
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTING OF DILUTED SHARES OUTSTANDING (Details) - shares
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share |
3,520,777,346
|
2,156,399,709
|
Warrant [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share |
948,403,679
|
1,258,008,109
|
Share-Based Payment Arrangement, Option [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share |
80,000
|
80,000
|
Series E Convertible Preferred Stock [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share |
95,238,667
|
28,571,600
|
Series G Convertible Preferred Stock [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share |
2,153,315,000
|
546,000,000
|
Series H Convertible Preferred Stock [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share |
323,740,000
|
323,740,000
|
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v3.24.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative)
|
3 Months Ended |
|
Mar. 31, 2024
USD ($)
Segment
|
Mar. 31, 2023
USD ($)
Segment
|
Dec. 31, 2023
USD ($)
|
Property, Plant and Equipment [Line Items] |
|
|
|
Net loss |
$ 2,064,920
|
$ 1,645,916
|
|
Net cash used in operations |
78,634
|
$ 704,254
|
|
Accumulated deficit |
144,477,980
|
|
$ 142,333,298
|
Working capital deficit |
$ 9,992,239
|
|
|
Number of operating segments | Segment |
1
|
1
|
|
Minimum [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Property and equipment, estimated useful lives |
1 year
|
|
|
Maximum [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Property and equipment, estimated useful lives |
20 years
|
|
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v3.24.4
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Severance [Member] - USD ($)
|
|
3 Months Ended |
Jan. 31, 2023 |
Mar. 31, 2024 |
Business Acquisition [Line Items] |
|
|
Cash |
|
$ 207,471
|
Accounts receivable |
|
836,886
|
Prepaid expenses and other assets |
|
25,454
|
Property and equipment, net |
|
1,186,198
|
Financing lease right of use assets |
|
457,239
|
Intangible assets |
|
430,152
|
Total assets acquired at fair value |
|
3,143,400
|
Notes payable |
|
23,000
|
Accounts payable and accrued expenses |
|
376,636
|
Lease liabilities |
|
457,239
|
Total liabilities assumed |
|
856,875
|
Net assets acquired |
|
2,286,525
|
Cash paid |
$ 713,586
|
713,586
|
Promissory note |
$ 1,572,939
|
1,572,939
|
Total purchase consideration paid |
|
$ 2,286,525
|
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v3.24.4
ACQUISITIONS (Details Narrative) - Severance [Member] - USD ($)
|
|
|
3 Months Ended |
Nov. 08, 2023 |
Jan. 31, 2023 |
Mar. 31, 2024 |
Business Acquisition [Line Items] |
|
|
|
Purchase price |
|
$ 2,250,000
|
|
Closing expense |
|
36,525
|
|
Cash paid for consideration |
|
713,586
|
$ 713,586
|
Promissory note issued for consideration |
|
$ 1,572,939
|
$ 1,572,939
|
Interest rate |
|
12.00%
|
|
Maturity date |
Feb. 01, 2025
|
Aug. 01, 2024
|
|
Note principal amount |
$ 171,887
|
|
|
X |
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v3.24.4
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - USD ($)
|
Mar. 31, 2024 |
Feb. 23, 2024 |
Feb. 15, 2024 |
Feb. 06, 2024 |
Dec. 31, 2023 |
Nov. 28, 2023 |
Oct. 03, 2023 |
Apr. 21, 2023 |
Apr. 17, 2023 |
Apr. 14, 2023 |
Oct. 01, 2024 |
Jul. 31, 2024 |
Feb. 21, 2024 |
Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable to related parties |
$ 1,547,838
|
|
|
|
$ 1,160,000
|
|
|
|
|
|
|
|
|
Accrued interest payable to related parties |
114,654
|
|
|
|
68,875
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest rate |
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured promissory notes issued |
|
|
|
|
|
|
|
|
$ 542,575
|
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured promissory notes issued |
|
|
|
|
|
|
|
$ 108,708
|
|
|
|
|
|
Mr Mercadante [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured promissory notes issued |
|
|
$ 319,195
|
$ 64,534
|
|
$ 60,000
|
$ 500,000
|
|
|
|
|
|
|
Accrued interest rate |
|
|
12.00%
|
12.00%
|
|
12.00%
|
12.00%
|
|
|
|
|
|
|
Norman Newton [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured promissory notes issued |
|
$ 3,109
|
|
|
|
|
|
|
|
|
|
|
$ 1,000
|
Accrued interest rate |
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
Norman Newton [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest rate |
|
|
|
|
|
|
|
|
|
|
17.00%
|
|
|
Mr Benton [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest rate |
|
|
|
|
|
|
|
|
|
|
17.00%
|
|
|
Credit Facility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt borrowing capacity |
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
Default interest rate |
|
|
|
|
|
|
|
|
|
17.00%
|
|
|
|
Maturity date |
|
|
|
|
|
|
|
|
|
Dec. 31, 2023
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
$ 1,547,838
|
|
|
|
$ 1,160,000
|
|
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
$ 500,000
|
|
$ 500,000
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Mercadante [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
$ 319,195
|
$ 64,534
|
|
$ 60,000
|
$ 500,000
|
|
|
|
|
|
|
Accrued interest rate |
|
|
12.00%
|
12.00%
|
|
12.00%
|
12.00%
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Benton [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
$ 3,109
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest rate |
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
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v3.24.4
SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES (Details)
|
3 Months Ended |
Mar. 31, 2024
$ / shares
shares
|
Equity [Abstract] |
|
|
Number of Non Vested Shares, Beginning | shares |
61,063,216
|
|
Weighted Average Grant Date Fair Value, Beginning | $ / shares |
$ 0.011
|
|
Number of Non Vested Shares, Vested | shares |
(30,531,608)
|
|
Weighted Average Grant Date Fair Value Shares Vested | $ / shares |
$ (0.008)
|
|
Number of Non Vested Shares, Beginning | shares |
30,531,608
|
[1] |
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v3.24.4
SUMMARY OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2024 |
Dec. 31, 2023 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
Number of Warrants Balance Outstanding Beginning |
948,452,679
|
|
Weighted Average Exercise Price Balance Outstanding Beginning |
$ 0.008
|
|
Weighted Average Remaining Contractual Term (Years), Outstanding |
2 years 6 months 21 days
|
2 years 9 months 21 days
|
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$ 0
|
|
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(49,000)
|
|
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$ (1.00)
|
|
Number of Warrants Balance Outstanding Beginning |
948,403,679
|
948,452,679
|
Weighted Average Exercise Price Balance Outstanding Beginning |
$ 0.008
|
$ 0.008
|
Aggregate Intrinsic Value Balance Outstanding, Beginning |
$ 0
|
$ 0
|
Number of Warrants, Exercisable |
948,403,679
|
|
Weighted Average Exercise Price, Exercisable |
$ 0.008
|
|
Weighted Average Remaining Contractual Term (Years), Exercisable, |
2 years 6 months 21 days
|
|
Aggregate Intrinsic Value, Exercisable |
$ 0
|
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v3.24.4
SUMMARY OF STOCK OPTION ACTIVITIES (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2024 |
Dec. 31, 2023 |
Equity [Abstract] |
|
|
Number of Options Outstanding, Beginning Balance |
80,000
|
|
Weighted Average Exercise Price, Beginning Balance |
$ 8.85
|
|
Weighted Average Remaining Contractual Term (Years), Beginning Balance |
29 days
|
3 months 29 days
|
Aggregate Intrinsic Value, Beginning Balance |
|
|
Number of Options Outstanding, Granted/Cancelled |
|
|
Weighted Average Exercise Price, Granted |
|
|
Number of Options Outstanding, Beginning Balance |
80,000
|
80,000
|
Weighted Average Exercise Price, Beginning Balance |
$ 8.85
|
$ 8.85
|
Aggregate Intrinsic Value, Beginning Balance |
|
|
Number of Options Outstanding, Exercisable |
80,000
|
|
Weighted Average Exercise Price, Exercisable |
$ 8.85
|
|
Weighted Average Remaining Contractual Term (Years), Exercisable |
29 days
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|
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|
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- DefinitionWeighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
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X |
- DefinitionWeighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Subparagraph (e)(1) -Name Accounting Standards Codification -Paragraph 2 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
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v3.24.4
SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
|
|
Jul. 14, 2023 |
Jun. 22, 2023 |
Jan. 03, 2023 |
Sep. 20, 2022 |
Sep. 16, 2022 |
Dec. 28, 2020 |
Jul. 20, 2020 |
Aug. 16, 2019 |
Jul. 27, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2021 |
Jul. 17, 2023 |
Jun. 30, 2023 |
Dec. 28, 2021 |
Oct. 06, 2020 |
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, authorized |
|
|
|
|
|
|
|
|
|
10,000,000
|
|
10,000,000
|
|
|
|
|
|
Preferred stock, par value |
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
|
Common stock, par or stated value per share |
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
50,000,000,000
|
50,000,000,000
|
|
50,000,000,000
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
|
|
|
|
5,177,979,033
|
|
4,481,102,346
|
|
|
|
|
|
Number of shares vested |
|
|
|
|
|
|
|
|
|
30,531,608
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
$ 27,987
|
$ 117,292
|
|
|
|
|
|
|
Unrecognized compensation expense |
|
|
|
|
|
|
|
|
|
$ 83,962
|
|
|
|
|
|
|
|
Unrecognized compensation expense recognition period |
|
|
|
|
|
|
|
|
|
5 months
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for warrant exercises, shares |
|
|
|
|
|
|
|
|
|
|
|
309,555,430
|
|
|
|
|
|
Common stock, voting rights |
|
|
|
|
|
|
|
|
the stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon (the “Consenting
Stockholders”) consented in writing to amend the Company’s Amended
|
|
|
|
|
|
|
|
|
Chief Operating Officer [Member] | On March 31, 2023 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares vested |
|
|
5,408,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Operating Officer [Member] | Each Year Quarter Through December 31, 2023 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares vested |
|
|
5,408,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Operating Officer [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued price per share |
|
|
$ 0.0042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for compensation |
|
|
21,634,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of shares issued for compensation |
|
|
$ 90,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, authorized |
|
|
|
|
|
|
|
1,700,000
|
|
1,700,000
|
|
1,700,000
|
|
|
|
|
|
Preferred stock, par value |
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
|
Preferred stock, stated value |
|
|
|
|
|
|
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
Preferred stock, conversion term |
|
|
|
|
|
|
|
Each share of Series B Preferred stock is convertible into one share of common stock at
the option of the holder subject to beneficial ownership limitation. A holder of Series B Preferred may not convert any shares of Series
B Preferred into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with
the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock
outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms
of the Series B Preferred 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 B Preferred 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.
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
|
|
|
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, stated value |
|
|
|
|
|
|
$ 6.00
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, conversion term |
|
|
|
|
|
|
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D Preferred
is convertible into 1,000 shares of common stock. A holder of Series D Preferred may not convert any shares of Series D Preferred into
common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or
any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately
after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However,
upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed
9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership
limitation will not take effect until 61 days following notice to the Company.
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
1,250,000
|
|
|
0
|
|
0
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
|
|
|
|
Shares iisuable upon conversion |
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Series E Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, authorized |
|
|
|
|
|
|
|
|
|
562,250
|
|
562,250
|
|
|
|
|
562,250
|
Preferred stock, par value |
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
|
Preferred stock, stated value |
|
|
|
|
|
$ 13.34
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
21,418
|
|
21,418
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
21,418
|
|
21,418
|
|
|
|
|
|
Redemption price precentage |
|
|
|
|
|
115.00%
|
|
|
|
|
|
|
|
|
|
|
|
Triggering event conversion amount percentage |
|
|
|
|
|
125.00%
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividend rate percentage |
|
|
|
|
|
6.00%
|
|
|
|
|
|
|
|
|
|
|
|
Accrued dividends payable |
|
|
|
|
|
|
|
|
|
$ 182,509
|
|
$ 178,235
|
|
|
|
|
|
Series E Convertible Preferred Stock [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, authorized |
|
|
|
|
|
562,250
|
|
|
|
|
|
|
|
|
|
|
|
Series E Convertible Preferred Stock [Member] | Secretary [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, conversion term |
|
|
|
|
|
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E Preferred
shall be convertible into that number of shares of common stock calculated by dividing the Series E Stated Value of each share of Series
E Preferred being converted by the conversion price. The initial conversion price was $0.01, subject to certain adjustment as provided
below. In addition, the Company shall issue any holder of Series E Preferred converting all or any portion of their Series E Preferred
an additional sum (the “Make Good Amount”) equal to $210 for each $1,000 of Series E Stated Value of the Series E Preferred
converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Series E Stated Value during the Triggering
Event Period (the “Extra Amount”). Subject a beneficial ownership limitation of 4.99% or 9.99%, the Make Good Amount shall
be paid in shares of common stock, as follows: The number of shares of common stock issuable as the Make Good Amount shall be calculated
by dividing the Extra Amount by the product of 80% times the average VWAP for the five trading days prior to the date a holder delivered
a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of
common stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average
VWAP for the five trading days prior to the Conversion Date.
|
|
|
|
|
|
|
|
|
|
|
|
Redemption price precentage |
|
|
|
|
|
115.00%
|
|
|
|
|
|
|
|
|
|
|
|
Triggering event conversion price |
|
|
|
|
|
$ 0.006
|
|
|
|
|
|
|
|
|
|
|
|
Series E And Series G Preferred Stock [Member] | Eligible Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant to purchase |
|
977,912,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued price per share |
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price |
|
$ 0.002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
$ 619,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds |
|
619,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series E And Series G Preferred Stock [Member] | Minimum [Member] | Eligible Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
$ 500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
21,418
|
|
21,418
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
21,418
|
|
21,418
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
|
|
|
|
Series E Preferred Stock [Member] | Eligible Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price |
|
$ 0.003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series G Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, authorized |
|
|
|
|
|
|
|
|
|
1,000,000
|
|
1,000,000
|
1,000,000
|
|
|
1,000,000
|
|
Preferred stock, par value |
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
|
Preferred stock, conversion term |
|
|
|
|
|
|
|
|
|
|
|
|
Subject
to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G Preferred
shall be convertible into that number of shares of common stock calculated by dividing the Series G Stated Value of each share of Series
G Preferred being converted by the applicable conversion price. The initial conversion price of the Series G Preferred is $0.01, subject
to adjustment as provided below. In addition, the Company will issue a holder of Series G Preferred converting all or any portion of
their Series G Preferred an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Series G Stated
Value converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to a 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 of Series G Preferred delivered a notice of conversion to the Company (the “Conversion
Date”).
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
430,663
|
|
475,500
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
430,663
|
|
475,500
|
|
|
|
|
|
Redemption price precentage |
|
|
|
|
|
|
|
|
|
|
|
|
115.00%
|
|
|
|
|
Preferred stock dividend rate percentage |
|
|
|
|
|
|
|
|
|
|
|
|
6.00%
|
|
|
|
|
Accrued dividends payable |
|
|
|
|
|
|
|
|
|
$ 574,571
|
|
$ 620,975
|
|
|
|
|
|
Preferred stock stated par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.00
|
|
Proceeds from subsequent financing percentage |
|
|
|
|
|
|
|
|
|
|
|
|
40.00%
|
|
|
|
|
Series G Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock, shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
710,000
|
|
|
|
|
Series G Offering [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
$ 7,100,000
|
|
|
|
|
Series G Offering [Member] | Securities Purchase Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant to purchase |
|
|
|
|
|
|
|
|
|
|
|
|
700,000,000
|
|
|
|
|
Warrant exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
|
Series G Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
430,663
|
|
475,500
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
430,663
|
|
475,500
|
430,663
|
|
|
|
|
Redemption price precentage |
|
|
|
|
|
|
|
|
|
|
|
|
115.00%
|
|
|
|
|
Accrued dividends payable |
|
|
|
|
|
|
|
|
|
$ 121,892
|
$ 20,056
|
|
|
|
|
|
|
Warrant exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.002
|
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
$ 619,111
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
|
44,837
|
29,000
|
|
|
|
|
|
|
Number of warrants exercised |
|
|
|
|
|
|
|
|
|
|
|
309,555,430
|
|
|
|
|
|
Series G Preferred Stock [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares of common stock issued upon conversion |
|
|
|
|
|
|
|
|
|
696,876,687
|
43,684,680
|
|
|
|
|
|
|
Series G Preferred Stock [Member] | Eligible Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.002
|
|
|
Series H Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
35,000
|
|
|
|
|
|
32,374
|
|
32,374
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
32,374
|
|
32,374
|
|
|
|
|
|
Number of shares of common stock issued upon conversion |
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse split description |
|
|
|
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock
outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H Preferred
held by such holder. The holder of Series H Preferred and the Company, by mutual consent, may increase or decrease the Beneficial
Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock
upon conversion of the Series H Preferred held by the Holder.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquisitions |
|
|
|
|
32,374
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquisitions, value |
|
|
|
|
$ 1,910,066
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par or stated value per share |
|
|
|
|
$ 0.0059
|
|
|
|
|
|
|
|
|
|
|
|
|
Series I Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, par value |
$ 0.001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares issued |
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
50,000,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, voting rights |
Solely with respect to the Authorized Share Increase Proposal, the Series I Preferred had 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series I Preferred Stock [Member] | Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
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v3.24.4
ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Details Narrative) - USD ($)
|
|
3 Months Ended |
12 Months Ended |
|
Oct. 03, 2023 |
Mar. 31, 2024 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Assignment For Benefit Of Creditors |
|
|
|
|
Loss contingency accural payments |
$ 50,000
|
$ 200,000
|
$ 200,000
|
|
Gain loss related to litigation settlement |
|
|
$ 200,000
|
|
Settlement amount not paid |
|
50,000
|
|
|
Accrued expenses |
|
$ 50,000
|
|
$ 50,000
|
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v3.24.4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
|
|
|
|
|
|
3 Months Ended |
6 Months Ended |
Apr. 01, 2024 |
Oct. 19, 2023 |
Mar. 11, 2022 |
Jan. 04, 2022 |
Feb. 09, 2021 |
Aug. 04, 2020 |
Mar. 31, 2024 |
Mar. 31, 2020 |
Retention amount |
|
|
|
|
|
|
$ 250,000
|
|
Damage value to pay |
|
|
|
|
|
|
$ 750,000
|
|
Debt instrument default charges by plaintiff description |
|
18% per annum plus late
charges of 5% each delinquent payment
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
Theft by an employee of severance trucking |
$ 75,209
|
|
|
|
|
|
|
|
Payments for legal settlements |
$ 96,226
|
|
|
|
|
|
|
|
FC Promissory Note [Member] |
|
|
|
|
|
|
|
|
Loss contingency estimate of possible loss |
|
$ 4,544,671
|
|
|
|
|
|
|
Shypdirect LLC [Member] |
|
|
|
|
|
|
|
|
Plaintiff exceeding amount |
|
|
|
|
|
$ 789,000
|
|
|
Six Month Consulting Agreement [Member] |
|
|
|
|
|
|
|
|
Theft by an employee of severance trucking |
|
|
|
|
$ 42,000
|
|
|
$ 42,000
|
Employment Agreement [Member] | Mr. Sebastian Giordano [Member] |
|
|
|
|
|
|
|
|
Debt Instrument, description |
|
|
|
the Company and Mr. Sebastian Giordano entered into an employment agreement for the Chief Executive Officer (the “CEO
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 (with prior grants made to Ascentaur), at the discretion of the Board, up to 5% of the outstanding common stock of the
Company, vesting over the term of the CEO 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
|
|
|
|
|
|
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v3.24.4
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
|
Oct. 01, 2024 |
Jul. 01, 2024 |
Mar. 31, 2024 |
Feb. 23, 2024 |
Feb. 21, 2024 |
Feb. 15, 2024 |
Feb. 06, 2024 |
Jan. 01, 2024 |
Dec. 31, 2023 |
Nov. 28, 2023 |
Oct. 03, 2023 |
Apr. 21, 2023 |
Apr. 17, 2023 |
Apr. 14, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Jul. 31, 2024 |
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate percent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate increases |
|
|
|
|
|
|
|
17.00%
|
|
|
|
|
|
|
|
|
|
Mr Mercadante [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate percent |
|
|
|
|
|
12.00%
|
12.00%
|
|
|
12.00%
|
12.00%
|
|
|
|
|
|
|
Mr Benton [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate percent |
17.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Notes [Member] | Director [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate increases |
|
17.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt borrowing capacity |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
Default interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
17.00%
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
$ 1,547,838
|
|
|
|
|
|
$ 1,160,000
|
|
|
|
|
|
|
|
|
Total Interest payable |
|
|
114,654
|
|
|
|
|
|
68,875
|
|
|
|
|
|
$ 114,654
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
$ 500,000
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Mercadante [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
$ 319,195
|
$ 64,534
|
|
|
$ 60,000
|
$ 500,000
|
|
|
|
|
|
|
Interest rate percent |
|
|
|
|
|
12.00%
|
12.00%
|
|
|
12.00%
|
12.00%
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Norman Newton [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate percent |
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Date |
|
|
|
|
Sep. 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Norman Newton [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate increases |
17.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Benton [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
$ 3,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate percent |
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Mr Benton [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate increases |
17.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility [Member] | Promissory Notes [Member] | Benton [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Date |
|
|
|
Sep. 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freight Connections [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside trucking expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
$ 770,707
|
|
Freight Connections [Member] | Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to related parties |
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
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v3.24.4
SCHEDULE OF ASSETS AND LIABILITIES OF THE DISCONTINUED OPERATIONS (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Assets of discontinued operations: |
|
|
Accounts receivable, net |
$ 67,511
|
$ 807,838
|
Prepaid expenses and other current assets |
|
158,216
|
Property and equipment, net |
|
891,139
|
Assets of discontinued operations, current portion |
67,511
|
1,857,193
|
Total assets of discontinued operations |
67,511
|
1,857,193
|
Liabilities of discontinued operations: |
|
|
Notes payable, current portion |
2,467,432
|
3,010,866
|
Accounts payable |
1,137,303
|
1,119,433
|
Accrued expenses |
127,049
|
391,780
|
Lease liabilities, current portion |
2,522,042
|
2,522,042
|
Liabilities of discontinued operations, current portion |
6,253,826
|
7,044,121
|
Total liabilities of discontinued operations |
$ 6,253,826
|
$ 7,044,121
|
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v3.24.4
SCHEDULE OF OPERATIONS OF THE DISCONTINUED OPERATIONS (Details) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] |
|
|
Revenues |
$ 1,371,993
|
$ 5,594,896
|
Cost of revenues, excluding depreciation and amortization |
1,383,829
|
3,626,353
|
Gross profit (loss) |
(11,836)
|
1,968,543
|
Operating expenses |
(592,995)
|
(2,391,243)
|
Impairment loss |
(555,628)
|
|
Other expenses |
(26,617)
|
(149,705)
|
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$ (1,187,076)
|
$ (572,405)
|
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|
Mar. 31, 2024 |
Dec. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] |
|
|
Accounts receivable |
$ 159,263
|
$ 1,065,024
|
Allowance for doubtful accounts for estimated losses |
(91,752)
|
(257,186)
|
Accounts receivable, net |
$ 67,511
|
$ 807,838
|
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v3.24.4
SCHEDULE OF PROPERTY AND EQUIPMENT INCLUDING ASSETS FROM DISCONTINUED OPERATIONS (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Minimum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
1 year
|
|
Maximum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
20 years
|
|
Discontinued Operations [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Subtotal |
|
$ 2,132,181
|
Less: accumulated depreciation |
|
(1,241,042)
|
Property and equipment, net |
|
891,139
|
Discontinued Operations [Member] | Revenue Equipment [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Subtotal |
|
$ 1,841,546
|
Discontinued Operations [Member] | Revenue Equipment [Member] | Minimum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
3 years
|
3 years
|
Discontinued Operations [Member] | Revenue Equipment [Member] | Maximum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
20 years
|
20 years
|
Discontinued Operations [Member] | Machinery and Equipment [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Subtotal |
|
$ 204,665
|
Discontinued Operations [Member] | Machinery and Equipment [Member] | Minimum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
1 year
|
1 year
|
Discontinued Operations [Member] | Machinery and Equipment [Member] | Maximum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
10 years
|
10 years
|
Discontinued Operations [Member] | Furniture and Fixtures [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Subtotal |
|
$ 22,260
|
Discontinued Operations [Member] | Furniture and Fixtures [Member] | Minimum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
1 year
|
1 year
|
Discontinued Operations [Member] | Furniture and Fixtures [Member] | Maximum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
3 years
|
3 years
|
Discontinued Operations [Member] | Leasehold Improvements [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Subtotal |
|
$ 63,710
|
Discontinued Operations [Member] | Leasehold Improvements [Member] | Minimum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
1 year
|
1 year
|
Discontinued Operations [Member] | Leasehold Improvements [Member] | Maximum [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Property, plant and equipment, useful life |
3 years
|
3 years
|
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v3.24.4
SCHEDULE OF NOTES PAYABLE INCLUDED IN LIABILITIES (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Less: current portion of notes payable |
$ 2,467,432
|
$ 3,010,866
|
Discontinued Operations [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Principal amounts |
2,467,432
|
3,010,866
|
Less: current portion of notes payable |
2,467,432
|
3,010,866
|
Notes payable – long-term |
|
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v3.24.4
SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Less: current portion of lease liabilities |
$ (2,522,042)
|
$ (2,522,042)
|
Discontinued Operations [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Lease liabilities related to office leases and revenue equipment right of use assets |
2,522,042
|
2,522,042
|
Less: current portion of lease liabilities |
(2,522,042)
|
(2,522,042)
|
Lease liabilities – long-term |
|
|
X |
- DefinitionAmount classified as other liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
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v3.24.4
DISCONTINUED OPERATIONS (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
Jul. 31, 2025 |
Jul. 31, 2024 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Jul. 28, 2023 |
Feb. 01, 2023 |
Feb. 01, 2023 |
Jan. 31, 2023 |
Jan. 01, 2023 |
Jul. 31, 2022 |
Jul. 31, 2022 |
Dec. 31, 2023 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Aug. 31, 2024 |
Jan. 26, 2024 |
Jan. 01, 2024 |
Dec. 01, 2023 |
Sep. 08, 2023 |
Jul. 13, 2023 |
Apr. 14, 2023 |
Apr. 01, 2023 |
Jan. 17, 2023 |
Dec. 30, 2022 |
Sep. 22, 2022 |
Jul. 07, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expenses |
|
|
|
|
|
|
|
|
|
|
|
|
$ 39,018
|
|
$ 112,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
$ 0
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of interest |
|
|
|
|
$ 1,571
|
|
|
|
|
$ 6,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of amount |
|
|
|
199,495.67
|
|
|
|
|
|
|
|
$ 199,495.67
|
|
$ 199,495.67
|
|
$ 199,495.67
|
|
|
$ 53,000
|
|
|
|
|
|
|
|
|
|
Late charge rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.00%
|
|
|
|
|
|
|
|
|
|
|
Lease term |
|
|
|
|
|
|
|
|
60 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in lease liability |
|
|
|
|
|
$ 2,180,356
|
|
|
$ 2,180,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease impairment loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,127,807
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease discount rate |
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease discount rate |
|
|
9.00%
|
|
|
|
|
|
|
|
|
|
9.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
$ 41,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
42,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
43,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
44,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fifth Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
46,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Year [Member] | Lease Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease term |
|
|
|
|
|
24 months
|
24 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
$ 8,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease expiring |
|
|
|
|
|
|
Jan. 31, 2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two Year [Member] | Lease Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease term |
|
|
|
|
|
60 months
|
60 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly base rent expense |
|
|
|
|
|
|
$ 32,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forecast [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
Payment of amount |
$ 99,499.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of principal |
$ 9,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of amount |
|
$ 199,495.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of principal |
|
$ 11,637.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 83,398
|
$ 278,085
|
$ 53,275
|
$ 50,634
|
$ 196,700
|
|
$ 61,979
|
$ 46,416
|
Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
$ 598,487
|
598,487
|
|
|
|
|
|
|
|
598,487
|
598,487
|
598,487
|
|
598,487
|
|
|
|
|
|
|
|
|
|
|
|
|
Sixty Monthly Installments [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,059
|
|
|
$ 1,019
|
Forty Monthly Installments [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,107
|
$ 5,762
|
$ 1,379
|
$ 1,254
|
|
|
$ 1,645
|
|
Merchant Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
335,000
|
|
|
|
|
|
|
|
335,000
|
|
335,000
|
|
335,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of interest |
|
|
|
|
|
|
|
|
|
|
|
2,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of principal |
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance costs |
|
|
|
|
|
|
|
|
|
|
|
307,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees amount |
|
|
|
27,950
|
|
|
|
|
|
|
|
27,950
|
|
27,950
|
|
27,950
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payable |
|
|
0
|
332,609
|
|
|
|
|
|
|
|
332,609
|
0
|
332,609
|
|
332,609
|
|
|
|
|
|
|
|
|
|
|
|
|
JFK Cartage [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory notes |
|
|
|
|
|
|
|
|
|
696,935
|
$ 696,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 98,448
|
|
|
Debt instrument payment terms, description |
|
|
|
|
|
|
|
|
|
|
The remaining balance of $598,487 was payable in three annual installments of
$199,496, with interest at 5% per annum, payable on July 31, 2023, July 31, 2024 and July 31, 2025, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining balance |
|
|
|
|
|
|
|
|
|
|
$ 598,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual installments |
|
|
|
|
|
|
|
|
|
$ 199,496
|
$ 199,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
5.00%
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JFK Cartage [Member] | Equipment Notes Payable One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
0
|
712
|
|
|
|
|
|
$ 15,096
|
$ 15,096
|
712
|
0
|
712
|
|
712
|
|
|
|
|
|
|
|
|
|
|
|
|
JFK Cartage [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
0
|
34,847
|
|
|
|
|
|
|
|
34,847
|
0
|
34,847
|
|
34,847
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking Sellers [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory notes |
|
|
1,395,768
|
1,391,279
|
|
|
|
$ 1,572,939
|
|
|
|
1,391,279
|
1,395,768
|
1,391,279
|
|
1,391,279
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
Debt instrument, description |
|
|
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|
|
|
|
The Secured Severance Note is a secured promissory which
accrues interest at the rate of 12% per annum. The entire unpaid principal under the Secured Severance Note was originally due and payable
in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest
thereunder, unless paid sooner.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
181,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking Sellers [Member] | Equipment Notes Payable One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
|
|
|
|
|
$ 23,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking Sellers [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
16,511
|
16,511
|
|
|
|
|
|
|
|
16,511
|
16,511
|
16,511
|
|
16,511
|
|
|
|
|
|
|
|
|
|
|
|
|
Freight Connections [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
41,624
|
42,783
|
|
|
|
|
|
|
|
42,783
|
41,624
|
42,783
|
|
42,783
|
|
|
|
|
|
|
|
|
|
|
|
|
Cougar Express [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
0
|
166,748
|
|
|
|
|
|
|
|
166,748
|
0
|
166,748
|
|
166,748
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
40,537
|
42,433
|
|
|
|
|
|
|
|
42,433
|
40,537
|
42,433
|
|
42,433
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking One [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
45,079
|
46,038
|
|
|
|
|
|
|
|
46,038
|
45,079
|
46,038
|
|
46,038
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking Two [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
253,277
|
259,335
|
|
|
|
|
|
|
|
259,335
|
253,277
|
259,335
|
|
259,335
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Trucking Three [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and loans payable |
|
|
76,149
|
$ 79,084
|
|
|
|
|
|
|
|
$ 79,084
|
76,149
|
$ 79,084
|
|
$ 79,084
|
|
|
|
|
|
|
|
|
|
|
|
|
Cougar Express [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
$ 296,493
|
|
|
|
|
|
|
|
|
|
296,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment loss |
|
|
|
|
|
|
|
|
|
|
|
|
555,628
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
|
$ 263,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TLSS-FC and Freight Connections [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 7,774,566
|
|
|
|
|
|
|
|
|
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v3.24.4
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 Months Ended |
|
|
|
|
|
Nov. 22, 2024 |
Nov. 14, 2024 |
Oct. 09, 2024 |
Aug. 24, 2024 |
Aug. 12, 2024 |
Jul. 01, 2024 |
Apr. 30, 2024 |
Apr. 01, 2024 |
Mar. 31, 2024 |
Jan. 01, 2024 |
Dec. 31, 2023 |
Oct. 03, 2023 |
Apr. 21, 2023 |
Apr. 17, 2023 |
Jan. 13, 2025 |
Nov. 15, 2024 |
Jan. 26, 2024 |
Apr. 14, 2023 |
Mar. 31, 2023 |
Dec. 31, 2021 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.00%
|
|
|
|
Series G Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued dividend payable |
|
|
|
|
|
|
|
|
$ 121,892
|
|
|
|
|
|
|
|
|
|
$ 20,056
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
430,663
|
|
475,500
|
|
|
|
|
|
|
|
|
430,663
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
430,663
|
|
475,500
|
|
|
|
|
|
|
|
|
|
Forecast [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
711,458,441
|
|
|
|
|
|
Accrued dividend payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,316
|
|
|
|
|
|
Forecast [Member] | Series G Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,163
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406,500
|
|
|
|
|
|
Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406,500
|
|
|
|
|
|
Credit Facility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Default interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.00%
|
|
|
Credit Facility [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
|
|
$ 1,547,838
|
|
$ 1,160,000
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 108,708
|
|
|
|
|
|
|
|
Increase in interest rate |
|
|
|
|
|
|
|
|
|
17.00%
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer [Member] | Credit Facility [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 542,575
|
|
|
|
|
|
|
Director [Member] | Credit Facility [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured senior debt |
|
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
$ 500,000
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for legal settlements |
|
|
|
|
|
|
|
$ 96,226
|
|
|
|
|
|
|
|
|
|
|
|
|
Theft by an employee of severance trucking |
|
|
|
|
|
|
|
$ 75,209
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual base salary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 400,000
|
|
|
|
|
Subsequent Event [Member] | August 2024 Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
$ 150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Default interest rate |
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | October 2024 Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Default interest rate |
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | November 2024 Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Default interest rate |
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Director [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in interest rate |
|
|
|
|
|
17.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested restricted stock remaining |
|
30,531,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested restricted stock granted |
|
122,126,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Ryder Truck Rental Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for rent |
|
|
|
|
|
|
$ 581,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease rent |
|
|
|
|
|
|
55,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination charges |
|
|
|
|
|
|
399,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal fees |
|
|
|
|
|
|
$ 134,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Rx Benefits [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adminstrative fees |
|
|
|
$ 111,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Transportation and Logis... (CE) (USOTC:TLSS)
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From Dec 2024 to Jan 2025
Transportation and Logis... (CE) (USOTC:TLSS)
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From Jan 2024 to Jan 2025