TLSS on OTC

Transportation & Logistics Systems, Inc.

Transportation & Logistics Systems, Inc. is an American transportation services company based in Jupiter, listed on OTC (TLSS).1

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Last updated Oct 20, 2026.

Overview

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  • TickerTLSS on OTC1
  • IndustryTransportation Services1
  • HeadquartersJupiter, Florida1
  • Incorporated inNV2
  • Business address5500 Military Trail, Suite 22-357, Jupiter, Fl 334582
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2022

32.6%Gross margin3
-54.4%Operating margin4
-104.3%Net margin4
40.9%Revenue growth, 20223
-146.8%Return on equity5
1.05×Debt to equity3
-$3.6MFree cash flow4

Where the money goes

Where each dollar of revenue went, fiscal 2022

  • Cost of revenue67¢$5.2M
  • Other costs33¢$2.5M

Out of $7.7M in revenue.34 The company lost money this year.

Financial statements

Revenue673$7.7M in 2022−75% since 2019
0$10.0M$20.0M$30.0M$40.0M2019: $31.4M$31.4M20192020: $25.8M$25.8M2020−18%2021: $5.5M$5.5M2021−79%2022: $7.7M$7.7M2022+41%
Gross profit673$2.5M in 2022−3% since 2019
0$1.0M$2.0M$3.0M2019: $2.6M$2.6M20192020: $2.5M$2.5M2020−2%2021: $87.0K$87.0K2021−97%2022: $2.5M$2.5M2022+2805%
Operating income6734-$4.2M in 2022−79% since 2019
-$30.0M-$20.0M-$10.0M02019: -$20.3M-$20.3M20192020: -$8.2M-$8.2M2020−60%2021: -$6.4M-$6.4M2021−22%2022: -$4.2M-$4.2M2022−35%
Net income6734-$8.1M in 2022−82% since 2019
-$60.0M-$40.0M-$20.0M0$20.0M2019: -$44.9M-$44.9M20192020: -$42.8M-$42.8M2020−5%2021: $6.3M$6.3M20212022: -$8.1M-$8.1M2022

Every line of the income statement as filed: the last 2 fiscal years, latest first.10

Period ending2025-12-312024-12-31
Compensation and related benefits$673.0K$1.2M
Legal and professional fees$714.9K$590.7K
General and administrative expenses$20.0K$129.5K
Total Operating Expenses$1.4M$1.9M
LOSS FROM OPERATIONS-$1.4M-$1.9M
Gain on debt extinguishment, net$2.0M
Total Other Income (Expenses), net$1.8M-$232.7K
INCOME (LOSS) BEFORE INCOME TAXES$441.6K-$2.1M
INCOME (LOSS) FROM CONTINUING OPERATIONS$441.6K-$2.1M
Loss from discontinued operations, net of tax-$407.8K-$1.7M
LOSS FROM DISCONTINUED OPERATIONS-$407.8K-$1.7M
NET INCOME (LOSS)$33.8K-$3.8M
Deemed contribution on exchange of equity instruments$800.4K
Accrued dividends-$730.9K-$310.3K
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS$103.3K-$4.1M
Net loss per share from continuing operations - basic$0$0
Net loss per share from continuing operations - diluted$0$0
Net loss per share from discontinued operations - basic$0$0
Net loss per share from discontinued operations - diluted$0$0
Net income (loss) per share - basic$0.00$0.00
Net income (loss) per share - diluted$0.00$0.00
Basic5.9B shares5.5B shares
Diluted5.9B shares5.5B shares

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What it owns

What Transportation & Logistics Systems, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$15.8K10 Dec 31, 2025$177.3K10 Dec 31, 2024−91.1%

Properties, in its own words

Our principal executive offices are located in the United States at 110 Chestnut Ridge Road, Montvale, New Jersey 07645.

Item 2 of the 10-K filed Mar 30, 2026.11

Leadership

Who has led Transportation & Logistics Systems, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Frederic D. Knight2011–2012
  2. Steven Yariv2018
  3. John Mercadante Jr.2019
  4. Sebastian Giordano2022–now

President

  1. Sebastian Giordano2022

Chief financial officer

  1. James Paul Giordano2022
  2. Sebastian Giordano2025–now

Chief operating officer

  1. Kurt Reinecke2014–2016
201520202025
Board members and other officers (8)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorJohn Mercandante named Jan 13, 202223

Former names

  • PETROTERRA CORP.Dec 30, 2011 to Jul 10, 20182
  • LORAN CONNECTION CORPMay 28, 2009 to Jan 17, 20122

Timeline

  1. Oct 8, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed24
  2. Sep 23, 20268-K Entered a material agreement25
  3. Aug 24, 20268-K Entered a material agreement26
  4. Aug 12, 20268-K Shareholder vote27
  5. Aug 6, 20268-K Other events28
  6. Aug 5, 20268-K Executive or director change29
  7. Jul 21, 20268-K Entered a material agreement; New debt or obligation30
  8. Jul 10, 20268-K Entered a material agreement31
  9. Jun 5, 20268-K Entered a material agreement32
  10. Apr 28, 20268-K Entered a material agreement; New debt or obligation33
  11. Apr 7, 20268-K Entered a material agreement34
  12. Jan 13, 20268-K Entered a material agreement; New debt or obligation35
  13. May 3, 2022New chief executive Sebastian Giordano becomes CEO12
  14. Apr 26, 2019New chief executive John Mercadante Jr. becomes CEO13
  15. Jul 10, 2018New chief executive Steven Yariv becomes CEO14
  16. Dec 22, 2011New chief executive Frederic D. Knight becomes CEO15

Filings

129 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 61 major events, 19 insider forms, 1 private raises, 28 other. The latest 20:

  1. Oct 8, 20268-K EDGAR
  2. Sep 23, 20268-K EDGAR
  3. Aug 24, 20268-K EDGAR
  4. Aug 19, 202610-Q EDGAR
  5. Aug 14, 2026NT 10-Q EDGAR
  6. Aug 12, 20268-K EDGAR
  7. Aug 6, 20268-K EDGAR
  8. Aug 5, 20268-K EDGAR
  9. Jul 21, 20268-K EDGAR
  10. Jul 10, 20268-K EDGAR
  11. Jun 29, 2026DEF 14A EDGAR
  12. Jun 18, 2026PRE 14A EDGAR
  13. Jun 5, 20268-K EDGAR
  14. May 14, 202610-Q EDGAR
  15. Apr 28, 20268-K EDGAR
  16. Apr 7, 20268-K EDGAR
  17. Mar 30, 202610-K EDGAR
  18. Feb 6, 2026424B3 EDGAR
  19. Feb 4, 2026EFFECT EDGAR
  20. Jan 30, 2026CORRESP EDGAR

The 129 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

4 open-market trades by officers, directors and large owners since October 2021: 4 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2022Newton Norman Francis Jr.DirectorBuy1,330,033$10,235.70$13.6BForm 4
Sep 2, 2022GIORDANO JAMES PAULCFOBuy1,388,889$10,000.00$13.9BForm 4
Sep 2, 2022GIORDANO SEBASTIANChief Executive OfficerBuy1,412,313$9,886.19$14.0BForm 4
Sep 1, 2022BENTON CHARLES FDirectorBuy428,500$2,999.50$1.3BForm 4

From Forms 4 filed with the SEC.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Dec 31, 2021Raised $6.2 million in a private offering of equity Form D: $10 million offered in all Form D

SEC filer profile

How Transportation & Logistics Systems, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTransportation & Logistics Systems, Inc.1
  • CIK0001463208
  • Employer ID (EIN)26-310676311
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company11
  • Incorporated inNevada11
  • Fiscal year endsDecember 311
  • Industry code (SIC)4700 Transportation Services1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address5500 Military Trail, Suite 22-357, Jupiter, FL 334581
  • Phone1.833.764.14431
  • Shares outstanding5,889,437,474 as of Aug 18, 20269
  • Public float$0 as of Dec 31, 202510
  • AuditorSALBERG & COMPANY, P.A., Boca Raton, Florida PCAOB ID 106; no auditor attestation of internal control over financial reporting11
  • On EDGAR sinceMay 28, 20091
  • Filings366 in all: 8-K (114), 10-Q (53), 4 (30), 10-K (16), NT 10-Q (16), UPLOAD (16), CORRESP (15), 3 (14)1
    All 33 form types

    NT 10-K (9), S-1/A (9), 10-Q/A (8), D (8), EFFECT (7), 8-K/A (6), DEF 14C (6), PRE 14C (6), S-1 (6), SC 13G (4), 10-K/A (3), D/A (3), SC 13G/A (3), POS AM (2), SC 14F1 (2), 3/A (1), 424B3 (1), 424B5 (1), 8-A12B (1), DEF 14A (1), NTN 10Q (1), PRE 14A (1), PRER14C (1), RW (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 19, 2026
    Proxy statement (DEF 14A) Jun 29, 2026
    Latest 8-K (8-K) Oct 8, 2026

Risk factors and legal proceedings

The risks Transportation & Logistics Systems, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 31 risks under these headings, as written.11

  • RISKS RELATED TO 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.
  • We may be unable to successfully find a new business opportunity.
  • We have ongoing capital requirements that necessitate obtaining financing on favorable terms.
  • We have never been profitable and, given the cessation of our business operations, may continue to not be profitable.
  • RISKS RELATED TO OUR GENERAL OPERATIONS
  • 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.
  • We currently lack the funds to develop a business, which may adversely affect our future growth.
  • Raising capital in the future could cause dilution to our existing stockholders or require us to relinquish rights.
  • 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.
  • Adverse publicity in connection with our Subsidiaries bankruptcy cases may negatively affect our current and future business prospects.
  • RISKS RELATED TO OUR FINANCIAL RESULTS AND FINANCING PLANS
The other 22 risks
  • We have a history of losses and may continue to incur losses in the future.
  • 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.
  • The control deficiencies in our internal control over financial reporting, until remedied, may cause errors in our financial statements or cause our filings with the SEC to not be timely.
  • Our preferred stock securities purchase agreements impose restrictions on us that may prevent us from engaging in beneficial transactions.
  • Actual results could differ from the estimates and assumptions that we use to prepare our consolidated financial statements.
  • A further decline in our available cash could result in our liquidation.
  • RISKS RELATED TO OUR STATUS AS A SHELL COMPANY
  • 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, and execute a business combination or acquisition.
  • Holders of our restricted shares 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 thereafter, even if we cease to be a shell company in the future.
  • 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 and our ability to raise capital.
  • 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 Company’s ability to complete any such transaction.
  • 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 Company’s shell company status may adversely affect the trading market for, and the price of, our common stock.
  • RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
  • Our stockholders will experience significant dilution as a result of the issuance of shares of our Common Stock upon conversion of shares of Series J Preferred.
  • Our shares of common stock are currently quoted on the OTCID basic market and there is a limited trading market for our common stock.
  • 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.
  • 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.
  • FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.
  • We could 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.
  • We do not intend to pay cash dividends in the foreseeable future.
  • If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our common stock price and trading volume could decline.
  • You may experience future dilution as a result of issuance of the Shares, issuance of shares of common stock pursuant to any price protection features under the terms of our outstanding securities, future equity offerings by us and other issuances of our common stock or other securities. In addition, the issuance of the Shares and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.
  • Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

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.

The opening of Item 3, Legal Proceedings.11

Sources

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    SEC EDGAROther events
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