Transportation & Logistics Systems, Inc.

Item 1A. Risk Factors.

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

RISKS ASSOCIRELATED WITHTO OUR BUSINESS AND INDUSTRY

We currently have no operating business and cannot determine, at this time, if we will be able to execute a go-forward restructuring of the Company.

Due to our inability to secure the requisite operating capital to meet our obligations, we ceased operations in the first quarter of 2024. Multiple of our operating subsidiaries have filed for bankruptcy under Chapter 7 of the United States Bankruptcy Code and the remaining former operating subsidiaries and the Company remain insolvent. In order to pursue a possible go-forward restructuring plan, the Company must maintain its compliance with its periodic reporting obligations. Our limited operating history and our proposed restructuring is subject to numerous risks, uncertainties, expenses, and difficulties associated with an insolvent company. Such risks include, but are not limited to:

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

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

We may be unable to successfully find a new business opportunity.

The Company currently intends to pursue thDuring 2025, we restructuring ofed our existing debts and obligations and eare currently exploreing new business opportunities. Exploration of potential new business opportunities, mergers or acquisitions requires significant attention to source and evaluate. In addition, we can expect to compete for new business opportunities with other companies, some of which may have greater financial and other resources than we do. We cannot ensure that we will have sufficient cash to start a new business, consummate a merger or acquisition, or otherwise be able to obtain financing under acceptable terms, or obtain financing at all, for any new business venture. If we are unable to access sufficient funding for a new business venture, we may not be able to complete transactions that we otherwise find advantageous. Any such acquisition will entail numerous risks, including:

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

we may experience difficulties managing and integrating new businesses;

we may underestimate the resources required to support a new business opportunity;

we may incur unanticipated costs to support a new business;

liabilities we assume could be greater than our original estimates or may not be disclosed to us at the time of closing a new business opportunity; and

we may incur additional indebtedness, or we may issue additional equity to finance a new business venture or acquisitions, which could be dilutive to our stockholders.

To the extent we do not successfully avoid or overcome the risks or problems resulting from any new business opportunity we undertake, there could be a material adverse effect on our Company.

We have ongoing capital requirements that necessitate obtaining financing on favorable terms.

We have depended primarily on convertible and nonconvertible debt and equity financing to fund the Company. Unless financing is secured, we will continue to face liquidity constraints and may have to seek protection under the United States Bankruptcy Code. Lack of funding will adversely impact our ability to implement a business plan.

We have never been profitable and, given the cessation of our business operations, may continue to not be profitable.

Historically, the Company has never been profitable and is currently insolvent and has no operating business. There can be no assurance that we will be able to implement a business plan, generate sustainable revenue or ever achieve consistently profitable operations. If the Company continues to be insolvent, the Company may need to seek protection under the United States Bankruptcy Code or otherwise liquidate its remaining assets.

RISKS RELATED TO OUR GENERAL OPERATING RISKONS

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

As a public company, we incur significant legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls as well as mandating certain corporate governance practices. In the past, our management and other personnel hasve devoted a substantial amount of time and financial resources to these compliance initiatives. However, due to significant cost cutting measures, the Company currently lacks the depth of management and personnel to meet such requirements.

We currently do not have a sufficiently staffed accounting and finance function to maintain internal control systems adequate to meet the demands that are placed upon us as a public company. As a result, we have been unable to report our financial results accurately or in a timely manner and our business and stock price, assuming that a market for our stock develops, has suffered, and may continue to suffer. The costs of being a public company, as well as the lack of management depth, may have a material adverse effect on our future business and financial condition.

We currently lack the funds to develop a business, which may adversely affect our future growth.

The Company currently has no operations that generate revenue. Unless and until we can generate a sufficient amount of revenue, if ever, we can only expect to finance our capital needs through public or private equity offerings or debt financings. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of, our plans to grow our revenues or to consummate one or more strategic acquisitions or otherwise to scale back or abandon our business plans. In addition, we could be forced to reduce or forego any new business opportunities or file for bankruptcy. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. In addition, debt financing, if available, may involve restrictive covenants. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time. Our access to the financial markets and the pricing and terms we receive in the financial markets could be adversely impacted by various factors, including changes in financial markets and interest rates.

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

Raising capital in the future could cause dilution to our existing stockholders or require us to relinquish rights.

In the future, we may seek additional capital through a combination of private and public equity offerings and debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures, or declaring dividends.

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

Currently, we depend on the continued efforts and abilities of our sole executive officer, Sebastian Giordano (Mr. Giordano), to oversee the completion of the Companys SEC filings, restructuring, manage day-to-day business, and identify strategic opportunities. The loss of him could negatively affect our ability to execute our business strategy and adversely affect our business, financial condition, and business prospects. Competition for managerial talent with significant industry experience is high and we may lose access to executive officers for a variety of reasons, including more attractive compensation packages offered by our competitors. Although we had entered into an employment agreement with Mr. Giordano, we cannot guarantee that he or other key management personnel will remain employed by us for any length of time, especially since such employment agreement is and remains in default for nonpayment. Our inability to adequately fill vacancies in our senior executive positions on a timely basis could negatively affect our ability to implement our business strategy, which could adversely impact our results of operations and prospects.

Adverse publicity in connection with our Subsidiaries bankruptcy cases may negatively affect our current and future business prospects.

Adverse publicity or news coverage relating to us or our business, including, but not limited to, publicity or news coverage in connection with our Subsidiaries that have filed for bankruptcy, may negatively impact our efforts to establish and promote our business, including with respect to our prospective customers, suppliers, and service providers.

If our cybersecurity measures are compromised or unauthorized access to cuRISKS RELATED TO OUR FINANCIAL RESULTS AND FINANCING PLANS

We have a histomer or consumer data is otherwise obtained, our products and services ry of losses and may be perceived as not being secure, our reputation may be damaged and we may face further difficulties securing new business prospects.

Because our business required tcontinue to incur losses in the future.

The storage, transmission and utilization ofaccompanying consumer and customer information, we were routinely the target of attempted cybersecurity and other security threats by technically sophisticated and well-resourced outside third parties, among others, attempting to access or steal the data we store. We operated in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third partieolidated financial statements have been prepared on the basis or insiders, which may involve exploif conting securuity vulnerabilities or sophisticated attack methods. These threats include social engineering attackof operations, phishing attacks, and other cyber-attacks, including state-sponsored cyber-attacks, industrial espionage, insider threats, denial-of-service attacks, computer viruses, ransomwarerealization of assets and other malware, payment fraud or other cyber incidents. In addition, increased attent satisfaction on and use of artificial intelligence increases the risk of cyber-attackf liabilities and data breaches, which can occur more quickly and evolve more rapidly when artificial intelligence is used. Furcommitments in ther, use of artificial intelligence by  ordinary cour employees, whether authorized or unauthorized, increases the risk that our intellectual property and otherse of business.

Historically, we have proprietary information will be unintentionally disclosed.

Cybersecurity breaches could expose us to a risk of loss, the unauthorizimarily funded disclosure of consumer or customer informour operation, significant litigation, regulatory fines, penalties, loss of customers or reputational damage, indemnity obligations and other liability. There is no assurance that the programs, technologies, and processes that we had in place in an effort to maintain the security and protection of our non-public information and that of our customers was fully implemented,s with proceeds from sales of convertible debt, notes, and complied with or effective. If our cybersecurity measures were breached as a result of third-party action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to onvertible preferred stock. Since our systems or to consumer or customer informainception, sensitive data may we have been accessed, stolen, disclosed, or lost, our reputation may be damaged, our business may suffer and we could incur significant liability. Because tincurred recurring losses. During the techniques used to obtain unauthorized access, disable, or degrade service or to sabotage systems change frequently and generally are not recognized until launched against a target, or even for some time afteryear ended December 31, 2025, we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any intrusion on a timely or effective basis. Because a successful breach of our computer systems, software, networks, or other technology asset could occur and persist for an extended period of time before being detected, we may not be able to immediately address te had net income of $33,833, which was caused by the consequences of a cybersecurity incident.

Risks Related to Our Financial Results and Financing Plans

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

The accompanyrecording of a gain on debt exting consolidated financial stateuishments have been prepared on the basis of continuity of operations, realization of assets and t of $1,988,931. During the satisfaction of liabilities and commitments in the ordinary course of business.

Historically, we have primarily fuyear ended our operations with proceeds from sales of convertible debt, notes, and convertible preferred stock. Since our inception, December 31, 2024, we have incurred recurring losses, including d a net loss of $3,824,470 and $14,264,646 for the years ended December 31, 2024 and 2023, respectively. Until such time that we implement business operations, either internally or through an acquisition, we expect to continue to generate operatingnet losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. These losses may increase, and we may never achieve profitability for a variety of reasons, including due to a lack of revenue generating operations, and other factors described elsewhere in this Risk Factors section.

As of April 11March 27, 20256 and December 31, 20245, we had a cash balance of $96,60211,246 and $177,2575,835, respectively. Our cash balance as of April 11March 27, 20256, will not be sufficient to fund our operations for at least the next twelve months from the date of this Annual Report and we will need to raise additional working capital.

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

We have historically had a small internal accounting and finance staff with limited experience in public reporting. This lack of adequate accounting resources has resulted in the identification of material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. In connection with the preparation of our consolidated financial statements for the years ended December 31, 20245 and 20234, our management team identified material weaknesses relating to, among other matters:

We plan to take steps to seek to remediate these material weaknesses and to improve our financial reporting systems and implement new policies, procedures, and controls. However, as of the date of this Annual Report, due to cost cutting measures, we only have one employee dedicated to our financial and other public reporting obligations and have been untimely in reporting our financial results. If we continue to be unsuccessful in remediating the material weaknesses described above, or if other material weaknesses or other deficiencies arise in the future, we continue to be unable to accurately report our financial results on a timely basis. In addition, due to our lack of accounting and finance personnel, our reported financial results may be materially misstated and require restatement which could result in the loss of investor confidence, delisting and/or cause the market price of our common stock to decline.

The control deficiencies in our internal control over financial reporting may, until remedied , may cause errors in our financial statements or cause our filings with the SEC to not be timely.

There may be errors in our consolidated financial statements that could require a restatement, or our filings may not be timely made with the SEC. Based on the work undertaken and performed by us, however, we believe the consolidated financial statements contained in our reports filed with the SEC are fairly stated in all material respects in accordance with generally accepted accounting principles (GAAP) for each of the periods presented. At present, our internal control over financial reporting or disclosure controls and procedures are not effective. We identified material weaknesses including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting.

We intend to implement additional corporate governance and control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives. We may identify material weaknesses and control deficiencies in our internal control over financial reporting in the future that may require remediation and could lead investors to losinge confidence in our reported financial information, which could lead to a decline in our stock price.

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

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

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

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

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

A further decline in our available cash could result in our liquidation.

If we were to sustain a further decline in our or available cash, we could experience future difficulties in complying with our various financial obligations. The failure to comply with such obligations could result in an event of default under the various financial instruments that may then become immediately due and payable. In addition, should an event of default occur, such lenders could elect to terminate their commitments thereunder, cease making loans and institute foreclosure proceedings against our assets.

RISKS RELATED TO OWNERSHIP OF OURUR STATUS AS A SHELL COMMON STOCK

As a result of our ceasing of operationPANY

We are a shell company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, which imposes significant restrictions and limitations on our ability to raise capital, attract investors, we may beand execute a business consideredmbination or acquisition.

Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act) defines a shell company in which case shares of our common stock will subject to restrictions on res as a registrant that has no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivale.

Due to our ceasing of operations, we may currentlnts, or assets consisting of any amount of cash and cash equivalents and nominal other assets. As of the date of this Annual Report, the Company have nominals no revenue-generating operations with our a, one employee, and assets consisting mostof approximately of$11,246 in cash, and/or. These characteristics cash equivalents. Accordingly, we may be deemed a shelluse the Company to meet the definition of a shell company. Our status as a shell company materially restricts our ability to raise capital from investors who require shorter liquidity timelines, may deter potential business company as defined in Rule 12b-2 of the 34 Act. If wbination partners, and imposes ongoing regulatory burdens that may be difficult for us to satisfy given our limited resources and personnel. There can be no assurance that the Company will be are deemedble to cease being a shell company, until we  within a timeframe, or at all, that would be acceptable to current or prospective investors.

Holders of our restricted share no longers of common stock will not be able to use Rule 144 to resell their shares for so long as we remain a shell company, and for twelve months, hol thereafter, even if we cease to be a shell company in the future.

Rule 144 unders  the Securities Act of our comm1933, as amended (the Securities Act), provides a safe harbor from the registration stock holdingrequirements of the Securities Act for the resale of restricted, non-registered shar and control securities. However, Rule 144 is not available for the resale of securities will not be able to use tinitially issued by a shell company, or a former shell company, unless and until: (i) the issuer is no longer a shell company; (ii) the issuer has been subject to the exempreporting requirements of Sections provided  13 or Section 15(d) of the Exchange Act for at least twelve months; (iii) the issuer has filed all required reports under Rule 144 fSection 13 or tSection 15(d) of the resale ofExchange Act during the preceding twelve months; and (iv) at least one year has elapsed from their shares of comm date that the issuer filed current Form 10 information stock. Preclusion from with the SEC reflecting its status as an entity that is no longer a shell company. As a result, for so long as we remain a shell company prospecti, holders of our restricted shares of common stock will have investor using no ability to resell their shares pursuant to Rule 144, regardless of how long the exemptions provided by y have held such shares or the volume of shares involved. Even after we cease to be a shell company, holders of restricted shares will not be able to rely on Rule 144 may be m until all four of the conditions described above have been satisfied. This restriction significantly impairs the liquidity available to existing stockholders holding restricted shares and may make it substantially more difficult for us to sell equity securities or equity-related the Company to attract future investors who would otherwise rely on the Rule 144 safe harbor for resale of their securities.

As a shell company, we are subject to significant restrictions on our ability to register the resale of our securities, which may adversely affect the liquidity and marketability of our securities inand our ability to raise capital.

Under the future to investorsSECs rules and interpretive guidance, a company that requireis currently a shorter period before liquidity or may require us ell company, or that was formerly a shell company and has not yet satisfied all of the conditions for reliance on Rule 144(i)(2) of the Securities Act of 1933, as amended (the Securities Act), is subject to significant restrictions on its ability to expend limited funds to register their shareffect a registered resale of its securities. While Rule 415(a)(1)(i) under the Securities Act generally permits the registration of securities for resale ion a future prospectus.

Ccontinuous or delayed basis by persons other than the issuer without restrictionvers as to the form of registration and/or exercise of our preferred stock and/or warrants, has, andstatement used the SEC staff has consistently taken the position that, where an issuer is a shell company, a purported resale registration statement filed on Form S-1 on behalf of selling stockholders is likely to continue to dilute be recharacterized as an indirect primary offering by the ownership interestissuer. If so recharacterized, the registered of our exisfering cannot be made at prevailing market prices on a conting stockholders, including holders who had previously converteduous basis unless the issuer is eligible to use Form S-3 for primary offerings, which generally requires a public float of at least $75 million eligibility that we do not currently satisfy. In making this determination, the SEC staff applies their notes multi-factor analysis set forth in Compliance and preferred stock or exercised Disclosure Interpretation 612.09 of the Securities Act Rules CDIs (their warrants CDI Analysis), which requires an assessment of, and has and may conmong other factors, whether the selling stockholders are actinue to depress g as conduits for the issuer and whethe price of our common stock, and may ir the offering is in substance a distribution of securities on behalf of the issuer rather than a genuine secondary transaction.

The compedebined effect of our ability to raise fshell company status unds iner Rule 144(i) and the future.

In conjunctiSEC staffs recharacterization with capital raising efrisk under the CDI Analysis is that, forts duri so long 2022 and 2021, the Cas we remain a shell company made commitments to stockholderand have not satisfied all of the Rule 144(i)(2) conditions, preferwe will not be able to provide a conventional registered stockholders, and warrresale path whether pursuant to Form S-1 or pursuant hto Rule 144 for the holders to issue, or keep availaof our restricted securities, including holders of our Series J Senior Convertible for issuance, additionalPreferred Stock (the Series J Preferred) and the shares of our common stock ofissuable upon the Company. On December 31, 2024 andconversion thereof. As of March 2023, the closing trading price6, an aggregate of approximately 11,042,400,000 shares of our common stock as quoted on the OTC PINK was $0.0001 and $0.0008, respectively. Anti-diluwere issuable upon conversion of the then-outstanding shares of Series J Preferred, not including dividends accrued as of such date. Holders of our restricted securities who wish to resell those securities during this period may need to rely on other available exemption prots from registration, such as Section featur4(a)(7) of the Securities contained in our preferred Act, offshore resales pursuant to Regulation S, or Rule 144A resales to Qualified Institutional Buyers, each of which is subject to its own material conditions, limitations, and investock securitiesr eligibility requirements and may significantly constrain the universe of potential purchase agreementsrs.

The unavailability of both a registered resale path and warrants only provide for one-w the Rule 144 safe harbor may have a material adverse effect on us and our securityholders. In particular, the inability to register the shares of common stock issuable upon conversion of the Series J Preferred may adjustment. If we issue or sell, oversely affect the marketability and liquidity of the Series J Preferred and the underlying common stock, impair our are deemed to have issued or sold, additional shares of common stock, opbility to raise additional capital through the issuance of securities that require registration rights as a condition of investment, increase the cost and complexity of any future capital-raising efforts, and require us to offer more favorable economic terms to future investors to compensate for the lack of a registrations, warrants of convertible instruments, other than certain exempt issuances, for a  pathway, resulting in greater dilution to our existing stockholders.

Our shell company status may deter potential acquisition or merger targets from entering into a business combination with us and may complicate or delay the Companys ability to complete any such transaction.

We are currently exploring the possibility of replacing our disconsideration per share (the Base Shatinued businesses and entering into new lines of business, whether by acquisition, merger, or otherwise. Our status as a shell company may make it more Price) less than difficult to attract suitable acquisition or merger candidates, as many target companies and their shareholders may be unwilling to become a price equal to theublicly traded entity through a business combination with a shell conversion price in effect immediately prior to such issuance or sale or deemed issuance or sale (thmpany due to the regulatory burdens, investor perception, and securities law restrictions associated with shell company status described herein. In addition, a business combination with the Company would not cause us to cease being a shell company absent the filing with the SEC of Form 10 information reflecting our status as a non-shell company, which would trigger an additional one-year waiting period before foregoing a Dilutive Issuance),mer shell company restrictions are lifted under Rule 144(i). Target companies and then immediateir advisors may view these conditions as overly after such Dilutive Iburdensome and elect to pursue other transaction structures or counterparties. There can be no assurance, the at we will be able to identify or conversion price then in effect shasummate a business combination with a suitable candidate on acceptable terms, or at all, and our shell company status may be reduced to an amount equal to the Base Share Pa contributing factor in our failure to do so.

SEC enforcement and regulatory scrutiny may be heightened as a result of our shell company status, which could result in delays in the filing of SEC reports or adverse regulatory consequences.

The SEC has historice. As aally devoted significant enforcement and result,view resources to the existing stockholderregulation of shell companies, including holders who earlier convertedcompanies that have checked Yes to shell company status on Exchange Act periodic reports. SEC Staff review of Annual Reports or other filings by shell companies may be more frequent or more extensive than for operating companies. In addition, their notes or preferr SEC has broad authority under Exchange Act Section 12(j) to revoke the registration of a security if the issuer has failed stock, or exercised to comply with provisions of the Exchange Act, a risk that is heightened in their warrants, will continue to be subject to substantial dilution context of shell companies that have limited resources to maintain reporting compliance. Given our current financial condition including an accumulated deficit of $147,165,109 and a working capital deficit of $7,934,095 as of December 31, 2025 our ability to maintain timely and complete SEC reporting is uncertain. Any SEC inquiry, comment letter, or enforcement action arising from our shell company status or related disclosures could materially divert managements limited attention and financial resources and could have an adverse effect on our ability to consummate a business combination or raise capital.

The past and potential future dilutionCompanys shell company status may adversely affect the trading market for, and the potential lackrice of, our common stock.

Investors and market participants are generally aware of sufficient authoriz the restrictions and risks associated sharwith shell companies, could make it more difficult for uincluding the limitations on the use of Rule 144 and the restriction on the use of Form S-1 registration statements described above. This awareness may cause some investors to raise funds through future offeringsavoid purchasing shares of our common stock in the secondary market, reduce the overall demand for and liquidity of our common stock, warrants or convertible securitiesand further depress the already limited trading market that exists for our shares. Our common stock is currently traded on the OTCID Basic Market under the symbol TLSS, and could adverselythere can be no assurance that the trading market for our shares will impact the terms under which werove or be sustained. A reduced investor base, combined with the regulatory restrictions associated with our shell could obtain additional capital. In addimpany status, may result in greater volatility in the trading price of our common stock, increased difficulty in selling shares at or above the price at which they were acquired, and a higher risk of loss of the entire value of your investment.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Our stockholders will experience significant dilution, as a result of the existenceissuance of shares of our Common Stock upon conversion of our cshares of Series J Preferred.

Our outstanding shares of Series J Preferred are each initially convertible notfor 100,000 shares may encourage short selling byof common stock based on the conversion price of $0.001 per share of common stock and a stated value per share of Series J Preferred of $100. Furthermore, the shares of Series J Preferred accrue dividends on a daily basis at a rate of 10% per annum, which markety be participants because tid in cash or shares of common stock, thereby increasing the number of shares of common stock issuable upon conversion. The conversion of any convertible notes or preferred shares could be us some or all of the Series J Preferred Stock will result in the issuance of a substantial number of shares of common stock and, as a result, the percentage ownership and voting power held by our existing stockholders will be significantly reduced to satisfy short positions.

and our stockholders will experience significant dilution. As of March 30, 2026, an aggregate of 11,042,400,000 shares of common stock were issuable upon conversion of the then-outstanding Series J Preferred, not including all dividends accrued as of such date.

Our shares of common stock are currently quoted on the OTC PINK aID basic market and there is a limited trading market for our common stock.

We were previously quoted on the OTC PINK beginning on August 21, 2022, but were downgraded to the OTC Expert Market on July 17, 2024. As of February 26March 30, 20256, our shares of common stock resumedare trading on the OTC PINKID basic market.

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

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

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

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

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

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

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

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

We do not intend to pay cascould issue blank check preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.

Our Articles of Incorporation, as amended (the Articles of Incorporation) authorizes the issuance of blank check preferred stock with designations, rights and preferences as may be determined from time to time by the Board. The Board is empowered, without stockholder approval, to issue a series of preferred stock with dividends in , liquidation, conversion, voting or othe foreseeable futurer rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for the Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our Company.

We do not intend to pay cash dividends in the foreseeable future.

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

AllIf of our debt osecurities or industry analysts do not publigations will hash research or reports about our business, or publish negative priority over reports about our business, our common stock with respect to paymentprice and trading volume could decline.

The trading market for our common stock may depend in tpart on the event of a bankruptcy, liquidation dissolutionresearch and reports that securities or winding upustry and the convertible notes may be accelerated upon certain events of default.

In any bankruptcy, liquidation, dissolution or winding up alysts may publish about us or our business, our market and our competitors. We do not have any control over such analysts. If one or more such analysts downgrade or publish a negative opinion of the Company, shares ofour common stock, the common stock price would rank in right of payment or distribution below all debt claims against us. As a result, holders oflikely decline. If analysts do not cover us or do not regularly publish reports on us, we may not be able to attain visibility in the financial markets, which could have a negative impact on our common stock will not be entitled to receive any payment or distribution in respprice or trading volume.

You may experience future dilution as a result of issuance of the Shares, issuance of shares of common stock pursuant to any price protect of ion features under their shares prior to  terms of our outstanding securities, future equity offerings by us and othe discharger issuances of all debt claims against us. Aour common stock or other securities. In addition, the issuance of the Shares a result, holders of sharnd future equity offerings and other issuances of our common stock will not be entitled to receive any paymenor other securities may adversely affect or othur common stock price.

In order distributo raise addition of assetsal capital, we may in the event of a bankruptcy or upon a liquidation or dissolution until after all offuture offer additional shares of our Common Stock or other securities convertible into or exchangeable for our obligationcommon stock at prices to our debt holders. Accordingly, holderhat may not be the same as the price per share as prior issuances of common stock . We may lose not be able to sell shares or otheir entirer securities investment in the event of a bankruptcy, liquidation, dissolution or wi any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, the terms of certain of our outstanding up of the Company.

Fusecurities may contain price protection feature sales that allow holders of oursuch securities could adversely affect tto acquire the market pricesame number of our shares of common stock and our future capital-raising activities coult a lower price if certain events occur, and involve the issuance of equityestors purchasing shares or other securities, which w in the future could dilute your investment and could result in a decline in the trading pricehave rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock.

We may or sell securities in the public or private equity markets if and when condiconvertible into common stock in future transactions are favorable, or atmay be higher or lower than the prices per share below the  for previous issuances of common stock or securrent market pricities convertible into common stock paid by certain investors. You will incur dilution upon exercise of any our cotstanding stock options, warrants or upon the issuance of shares of common stock, even if we do not have an immediate need for additional capital at that time. S under our equity incentive programs. In addition, the issuance of the Shares, the issuance of shares of common stock pursuant to our outstanding securities, and any future sales of a substantial amountsnumber of shares of our common stock in the public market, or the perception that such salissuances couldor sales may occur, could adversely affect the prevailing market priice of our shares and our ability to raise capital. Wecommon stock. We cannot predict the effect, if any, that may issue additionalrket sales of those shares of common stock in future financing transactions or the availability of those shares for as incentive compensation for osale will have on the market price of our common stock.

Substantial future sales of shares of our executive management and ocommon stock could cause ther key personnel, market price of our consultants, and advisors. Issuing any equity securities wouldmmon stock to decline.

We expect that significant additional capital will be dilutive toneeded in the equity interests represented by near future to continue our then-outstanding shares of common stock. Moreover, splanned operations. Sales of a substantial amountsnumber of shares of our common stock in the public market, or the perception that suchthese sales couldmight occur, may adversely affect could depress the prevailing market price of our common stock, and make it more difficult for us to raise could impair our ability to raise capital through the sale of additional capital. In addition, we equity securities. We are unable to predict the effect that such sales may have exist on the prevailing seriesmarket price of preferred stock outstanding thatour shares.

We have financed our operations, and we expect to continue to finance our operations, acquisitions, if converted into shares of ouany, and the development of strategic relationships by issuing equity, warrants and/or common stocknvertible securities, which could cause additional dilution tosignificantly reduce the percentage ownership of our existing stockholders. In future offerFurther, any additional financings, that we secure may also be required to the grant potential investors new securing of rights, preferences or privileges senior to, or pari passu with, those of common stock. Addities rights, prefereonally, we may acquire other technologies or finance strategic alliances, or privileges senior to those possessed by issuing our equity or equity-linked securities, which may result in additional dilution. Any issuances by our then-existing us of equity securities may be at or below the prevailing market price of our common stockholders to induc and in any event may have a dilutive impact on your ownership interest, which could cause them market price of our common stock to invest in our company. Tdecline. We may also raise additional funds through the incurrence of debt or the issuance of r sale of othese senior securities or instruments senior to our sechares of common stock. The holders of any securities mor instruments we may adversely affectissue may have rights superior to the horights of our holders of our common stock as a result of preferenti. If we experience dilution from issuance of additional dividesecurities and and liquidationwe grant superior rights over the to new securities over common stock and dilution ofholders, it may negatively impact the vottrading powerrice of the our shares of common stock.