INFORMATION
STATEMENT
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Preliminary Information
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Confidential, for
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Definitive Information
Statement
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TRANSPORTATION
AND LOGISTICS SYSTEMS, INC.
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(Name
of Registrant as Specified In Its Charter)
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INFORMATION
STATEMENT OF TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
5500
Military Trail
Jupiter
Florida 33458
Telephone:
(561) 801-9188
NOTICE
OF ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING
Date
of First Mailing: June 30, 2020
To
the Stockholders of Transportation and Logistics Systems, Inc.:
The
attached Information Statement is furnished by the Board of Directors (the “Board”) of Transportation and Logistics
Systems, Inc. (the “Company,” “TLSS”, “we” or “us”).
The Company, a Nevada corporation, is a public company registered with the Securities and Exchange Commission.
On
June 26, 2020, 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
in the form attached hereto as Appendix A (the “2020 Amendment”). This consent was sufficient to approve the
2020 Amendment under Nevada law. The attached Information Statement describes the 2020 Amendment that the stockholders of the
Company have approved, which will authorize an increase of the number of shares of common stock that the Company may issue to
4,000,000,000 shares, par value $0.001.
This
Information Statement is prepared and delivered to meet the requirements of Section 78.390 of the Nevada Revised Statutes. This
Information Statement is first being mailed on or about June 30, 2020 to holders of record of common stock as of the close
of business on June 26, 2020 (the “Record Date”). The Company had 499,900,491 shares of common stock and 1
share of Series C Preferred Stock outstanding as of the Record Date. Each share of common stock was entitled to one (1) vote and
the share of Series C Preferred Stock was entitled to a number of votes equal to 51% of the voting power entitled to vote on the
2020 Amendment.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF
A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Under
Rule 14c-2(b) of the Securities Exchange Act of 1934, as amended, none of the actions described in the Information Statement may
be taken earlier than 20 calendar days after we have sent or given the Information Statement to our stockholders. We intend to
distribute this Notice and Information Statement to our stockholders on or about June 30, 2020. We expect the 2020 Amendment
to become effective on July 20, 2020.
The
control share acquisition and dissenter’s rights provisions of Chapter 78 of the Nevada Revised Statutes are not applicable
to the matters disclosed in this Information Statement. Accordingly, there are no stockholder dissenters’ or appraisal rights
in connection with any of the matters discussed in this Information Statement.
Please
read this Notice and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.
Although
you will not have an opportunity to vote on the approval of the 2020 Amendment, this Information Statement contains important
information about the 2020 Amendment.
BY
ORDER OF THE BOARD OF DIRECTORS
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/s/
John Mercadante
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John
Mercadante, Chairman of the Board of Directors
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Important
Notice Regarding the Availability of Information Statement Materials in connection with this Notice of Stockholder Action by Written
Consent:
The
Information Statement is available at: https://tlss-inc.com
INFORMATION
STATEMENT OF TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
5500
Military Trail
Jupiter
Florida 33458
Telephone:
(561) 801-9188
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is being furnished to the stockholders of Transportation and Logistics Systems, Inc., a Nevada corporation
(the “Company,” “we” or “us”), to advise them of the corporate action
that has been authorized by written consent of the holders of at least 51% of the voting power (the “Consenting Stockholders”)
of the Company’s outstanding capital stock entitled to vote thereon as of the record date of June 26, 2020 (the “Record
Date”). This action is being taken without notice, meetings or votes in accordance with the Nevada Revised Statutes
(“NRS”), Sections 78.315 and 78.320. This Information Statement is first being mailed to the stockholders of
the Company, as of the Record Date, on June 30, 2020.
The
Board of Directors has approved, and recommended to the stockholders for approval, an amendment to the Company’s Amended
and Restated Articles of Incorporation (the “2020 Amendment”) in substantially the form attached hereto
as Appendix A to increase the number of authorized shares of common stock that the Company may issue to 4,000,000,000 shares,
par value $0.001.
On
June 26, 2020, the Consenting Stockholders consented in writing to the 2020 Amendment. This consent was sufficient to approve
the 2020 Amendment under Nevada law.
No
Vote Required
We
are not soliciting consents to approve the 2020 Amendment. Nevada law permits the Company to take any action which may be taken
at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the voting power entitled
to vote on such action sign and deliver a written consent to the action to the Company.
No
Appraisal Rights
Under
Nevada law, stockholders have no appraisal or dissenters’ rights in connection with the 2020 Amendment.
Interests
of Certain Parties in the Matters to be Acted Upon
John
Mercadante, the chairman and chief executive officer of the
Company is also the holder of 100% of the issued and outstanding shares of Series C Preferred Stock and 1,400,000 shares of common
stock. The Series C Preferred Stock has voting power equal to 51% of the number of votes eligible to vote at any special or annual
meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting)
for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of
shares of common stock that the Company is authorized to issue. Upon the effectiveness of the 2020 Amendment, the Series C Preferred
Stock will be automatically cancelled. The Series C Preferred Stock is not entitled to vote on any other matter, is not entitled
to dividends and is not entitled to any distributions upon liquidation of the Company.
Other
than Mr. Mercadante, none of the existing or former officers or directors of the Company or associates of such persons have any
substantial interest resulting from the 2020 Amendment that is not shared by all other stockholders pro rata, and in accordance
with their respective interests.
Householding
of Stockholder Materials
In
some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If
requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder.
Requests by phone should be directed to our Chief Executive Officer at (561) 801-9188, and requests in writing should be sent
to Transportation and Logistics Systems, Inc., Attention Chief Executive Officer, 5500 Military Trail, Jupiter, Florida 33458.
Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their
broker or send a signed, written request to us at the above address.
NOTICE
TO STOCKHOLDERS OF ACTIONS APPROVED
BY CONSENTING STOCKHOLDERS
AMENDMENT
TO THE ARTICLES OF INCORPORATION
Amendment
to the Amended and Restated Articles of Incorporation to Increase the Authorized Shares of Common Stock of the Company to 4,000,000,000
Shares
The
Company’s Board of Directors has unanimously adopted a resolution seeking stockholder approval to authorize the Board of
Directors to increase the number of authorized shares of common stock from 500,000,000 shares to 4,000,000,000 shares. The Board
of Directors believes that authorizing it to effectuate this increase in the number of authorized shares is in the best interest
of the Company and its stockholders because it will enable the Company to meet certain commitments made to stockholders, convertible
note holders and warrant holders in conjunction with capital raising efforts in the summer and fall of 2019 and during the first
quarter of 2020 to issue, or keep available for issuance, additional shares of its common stock. The Company does not currently
have sufficient authorized common stock to satisfy all of such commitments. Upon effectiveness of the 2020 Amendment, the Company
will cause all committed shares to be issued, or reserved for issuance, as applicable.
Pursuant
to Section 4.9 of the Securities Purchase Agreement, dated as of August 30, 2019, by and among the Company and the investors named
therein (the “Investors”), the Company is required to keep reserved for issuance to the Investors three times
the number of shares of common stock issuable to the Investors upon conversion or exercise, as applicable, of the Investors’
convertible notes and warrants (the “Reserve Requirement”). If the Company fails to meet the Reserve Requirement
within 45 days after written notice from an Investor, the Company must, inter alia, sell to the Lead Investor (as defined
in the Securities Purchase Agreement) for $100 a series of preferred stock which holds voting power equal to 51% of the number
of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action
by written consent in lieu of a shareholders meeting) for the sole purpose of amending the Company’s Amended and Restated
Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue, which such
preferred stock shall be automatically cancelled upon the effectiveness of the resulting increase in the Company’s authorized
stock. By letter agreement dated, June 4, 2020, the Lead Investor assigned this contract right to John Mercadante, the chief
executive officer of the Company.
As
the Company was unable to comply with the Reserve Requirement within 45 days after written notice from an Investor, the Company
sold to John Mercadante 1 share of Series C Preferred Stock which has voting power equal to 51% of the number of votes eligible
to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent
in lieu of a shareholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation
to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the 2020 Amendment,
the Series C Preferred Stock will be automatically cancelled. The Series C Preferred Stock is not entitled to vote on any other
matter, is not entitled to dividends and is not entitled to any distributions upon liquidation of the Company.
Stockholder
approval for the 2020 Amendment was obtained on June 26, 2020 from stockholders that hold at least 51% of the voting power of
the stock of the Company entitled to vote thereon, as of the Record Date of June 26, 2020. These consents constituted a sufficient
number of votes to approve the 2020 Amendment under the Company’s Amended and Restated Articles of Incorporation, bylaws
and Nevada law.
Section
320 of Chapter 78 of the NRS provides that, unless otherwise provided in a corporation’s articles of incorporation or bylaws,
any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without
a vote, if consents in writing shall be signed by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting. Our bylaws contain a provision that expressly permits
stockholders to take actions by written consent of the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting. Accordingly, the written consent of the holders of
a majority of the outstanding voting power entitled to vote on an increase of the number of authorized shares of common stock
is sufficient to approve the matter listed above.
The
increased capital will provide the Board of Directors with the ability to issue additional shares of stock without further vote
of the stockholders of TLSS, except as provided under Nevada corporate law or under the rules of any national securities exchange
on which shares of stock of TLSS are then listed. Under the Company’s Amended and Restated Articles of Incorporation, the
Company stockholders do not have preemptive rights to subscribe to additional securities which may be issued by the Company, which
means that current stockholders do not have a prior right to purchase any new issue of capital stock of the Company in order to
maintain their proportionate ownership of the Company’s stock.
Issuance
of any additional shares of common stock may both dilute the equity interest and the earnings per share of existing holders of
the common stock. Such dilution may be substantial depending upon the amount of shares issued. The newly authorized shares will
have voting and other rights identical to those of the currently issued common stock. However, the increase can have a dilutive
effect on the voting power of existing stockholders.
The
authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although this is not the intent
of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer
of control of TLSS by causing such additional authorized shares to be issued to holders who might side with the Board of Directors
in opposing a takeover bid that the Board of Directors determines is not in the best interests of TLSS and our stockholders. The
increased authorized capital therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the increased capital may limit the opportunity for Company stockholders
to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger
proposal. The increased authorized capital may have the effect of permitting the Company’s current management, including
the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders
may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors did
not propose the increase in the Company’s authorized capital with the intent that it be utilized as a type of antitakeover
device.
The
relative voting and other rights of holders of the common stock will not be altered by the authorization of additional shares
of common stock. Each share of common stock will continue to entitle its owner to one vote.
As
a result of the increased authorization, the potential number of shares of common stock outstanding will be increased.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. As of June
26, 2020, 499,900,491 shares of the Company’s common stock and 1 share of Series C Preferred Stock were outstanding.
The address of all of our executive officers and directors is in care of Transportation and Logistics Systems, Inc. at 5500 Military
Trail, Jupiter, Florida 33458. The Series C Preferred Stock has voting power equal to 51% of the number of votes eligible to vote
at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu
of a shareholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation
to increase the number of shares of common stock that the Company is authorized to issue.
The
following table sets forth certain information regarding beneficial ownership of our common stock as of June 26, 2020 by:
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by
each person who is known by us to beneficially own more than 5% of our common stock;
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by
each of our officers and directors; and
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by
all of our officers and directors as a group.
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The
information in the table is based upon information supplied by executive officers and directors and Schedules 13D and 13G, if
any, filed with the SEC. There are no persons known by us to beneficially own more than 5% of our common stock.
Name
And Address Of Beneficial Owner
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Number
of Shares Owned
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Percentage
of Class
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Officers and Directors
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John Mercadante
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1,400,000
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*
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Douglas M. Cerny
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1,000,000
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*
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All officers and directors as a group
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2,400,000
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*
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The
following table sets forth certain information regarding beneficial ownership of our Series C Preferred Stock as of June 26, 2020
by:
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by
each person who is known by us to beneficially own more than 5% of our Series C Preferred Stock other than our officers
and directors;
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by
each of our officers and directors; and
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by
all of our officers and directors as a group.
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The
information in the table is based upon information supplied by executive officers and directors and Schedules 13D and 13G, if
any, filed with the SEC. Other than Mr. Mercadante, there are no persons known by us to beneficially own more than 5% of our
Series C Preferred Stock.
Name
And Address Of Beneficial Owner
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Number
of Shares Owned
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Percentage
of Class
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Officers and Directors
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John Mercadante
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1
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(1)
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100
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%
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All officers and directors as a group
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1
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(1)
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100
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%
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(1)
As the Company was unable to comply with the Reserve Requirement within 45 days after written notice from an Investor, the Company
sold to John Mercadante 1 share of Series C Preferred Stock which has voting power equal to 51% of the number of votes eligible
to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent
in lieu of a shareholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation
to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the 2020 Amendment,
the Series C Preferred Stock will be automatically cancelled. The Series C Preferred Stock is not entitled to vote on any other
matter, is not entitled to dividends and is not entitled to any distributions upon liquidation of the Company.
Changes
in Control
We
are not aware of any arrangement the operation of which may at a subsequent date result in a change of control of our Company.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Statements
in this Information Statement regarding the Company 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, these risks and uncertainties include: our ability to successfully execute our business
strategies, including integration of acquisitions and the future acquisition of other businesses to grow our Company; customers’
cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure
to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled
labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability
to bid for and successfully complete contracts; the ultimate geographic spread, duration and severity of the coronavirus outbreak
and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate
its effects; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded
to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies
and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history
of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability;
material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial
reporting in the future; our substantial indebtedness could adversely affect our business, 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 release 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 Information Statement. Given these uncertainties, you should not place undue
reliance on these forward-looking statements and should consider various factors, including the risks described, among other places,
in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed
with the Securities and Exchange Commission.
ADDITIONAL
INFORMATION
This
Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including our:
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, as amended by the First Amendment to Annual Report on Form
10-K for the fiscal year ended December 31, 2019; and
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Quarterly
Report on Form 10-Q for the three months ended March 31, 2020.
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The
reports we file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference Section of
the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained
from the SEC at prescribed rates. The SEC also maintains a Web site that contains reports, proxy and information statements and
other information regarding public companies that file reports with the SEC. Copies of the reports may be obtained from the SEC’s
EDGAR archives at http://www.sec.gov and from our website at https://tlss-inc.com. We will also mail copies of our prior reports
to any stockholder upon written request.
By
Order of the Board of Directors,
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/s/
John Mercadante
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John
Mercadante
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Chief
Executive Officer
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June
30, 2020
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APPENDIX
A
CERTIFICATE
OF AMENDMENT
TO
THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC.
Pursuant
to the provisions of Chapter 78 of the Nevada Revised Statutes (the “Nevada Corporations Act”), the undersigned
corporation adopts the following Amendment to Amended and Restated Articles of Incorporation.
1.
NAME OF CORPORATION. The name of the corporation is Transportation and Logistics Systems, Inc. (the “Corporation”).
2.
AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION. The amendment adopted by the Corporation is set out in full
as follows:
Section A of Article III of the Amended
and Restated Articles of Incorporation is amended by deleting the existing Section A of Article III in its entirety
and replacing it with the new Section A of Article III stated in its entirety below and identified or referenced as follows:
ARTICLE
III
A.
Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common
Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue
is 4,010,000,000 shares. 4,000,000,000 shares shall be Common Stock, par value $0.001 per share, and 10,000,000 shares shall be
Preferred Stock, par value $0.001 per share.
3.
STOCKHOLDER APPROVAL. This Certificate of Amendment to the Amended and Restated Articles of Incorporation has been approved
by the Stockholders pursuant to the Nevada Corporations Act.
4.
EFFECTIVE DATE OF FILING. This Certificate of Amendment to the Amended and Restated Articles of Incorporation shall be
effective at 12:01 A.M. Pacific Time on July 20, 2020.
IN
TESTIMONY HEREOF, the undersigned has executed this Certificate of Amendment to the Amended and Restated Articles of Incorporation
as of June [___], 2020.
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John
Mercadante
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Chief
Executive Officer
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