TRANSPORTATION & LOGISTICS SYSTEMS, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02, Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

On January 4, 2022, Transportation and Logistics Systems, Inc. (OTCQB:TLSS),
(“TLSS” or the “Company”), a growing logistics service provider, retained the
services of Mr. Sebastian Giordano (age 64) as Chief Executive Officer of the
Company. In addition, Mr. Sebastian Giordano is appointed the Company’s
President. For the past twenty years, Mr. Sebastian Giordano has been CEO of
Ascentaur, LLC (“Ascentaur”), providing C-Level consulting services to a diverse
roster of predominantly technology-centric clients, including start-ups,
turnarounds and established businesses across many industries. From 2013 to
2018, he served as Chief Executive Officer of WPCS International Incorporated, a
NASDAQ-listed low-voltage contracting company. The Company and Mr. Sebastian
Giordano entered into an employment agreement with a term extending through
December 31, 2025, which provides for annual compensation of $400,000 as well as
annual discretionary bonuses based on the Company’s achievement of performance
targets, grants of options, restricted stock or other equity, potentially
constituting (with prior grants made to Ascentaur), at the discretion of the
Company’s Board of Directors, up to 5% of the outstanding common stock of the
Company, vesting over the term of the employment agreement, business expense
reimbursement and benefits as generally made available to the Company’s
executives. Mr. Sebastian Giordano replaces Mr. John Mercadante as the Company’s
Chief Executive Officer and President.

On January 4, 2022, Mr. Sebastian Giordano was appointed to the Board of
Directors of the Company to fill a vacancy and elected Chairman of the Board to
replace Mr. Mercadante in that role. Mr. Mercadante shall remain a member of the
Board. Mr. Sebastian Giordano shall hold office until a successor is elected at
an annual or a special meeting of the stockholders of the Company. Mr. Sebastian
Giordano was appointed to the Board based on his extensive experience in the
areas of mergers, acquisitions, capital raising, strategic alliances, and public
companies. Currently or within the last 5 years, he has served on the Boards of
Directors of AYRO, Inc., a NASDAQ listed electric vehicle manufacturer, WPCS
International Incorporated, and DropCar, a NASDAQ-listed micro-logistics
technology, mobility services and cloud-based SaaS software provider to the
automotive industry. Mr. Sebastian Giordano is a principal with Ascentaur, a
strategic consulting firm which has provided consulting services to the Company
during the preceding 2 years. Such consulting arrangement has been terminated
upon the Company’s employment of Mr. Sebastian Giordano.

On January, 3, 2022, the Company retained the services of Mr. James Giordano (age 52 and no relation to Mr. Sebastian Giordano) as Chief Financial Officer.
In addition, Mr. James Giordano is appointed the Company’s Treasurer.
Previously, Mr. James Giordano served as Chief Financial Officer and consultant
to Freight Connections, Inc., a LTL / line haul transportation services and
warehousing provider. Prior to that, he served as Chief Financial Officer for
Farren International, a global supplier of transportation and rigging services.
Mr. James Giordano’s employment with the Company is at will. He will receive
annual compensation of $250,000 as well as annual discretionary bonuses and
equity grants, business expense reimbursement and benefits as generally made
available to the Company’s executives. Mr. James Giordano replaces Mr.
Mercadante as Chief Financial Officer and Treasurer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.   Description

10.1            Offer Letter, dated November 10, 2021, between TLSS and Mr. James
              Giordano.

10.2            Employment Agreement, dated January 4, 2022, between TLSS and Mr.
              Sebastian Giordano

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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