SecProbe.io

United States securities and exchange commission logo
February 16, 2022
Sebastian Giordano
Chief Executive Officer
Transportation and Logistics Systems, Inc.
5500 Military Trail, Suite 22-357
Jupiter, FL 33458
Re:Transportation and Logistics Systems, Inc.
Registration Statement on Form S-1
Filed January 28, 2022
File No. 333-262408
Dear Mr. Giordano:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed January 28, 2022
Cover Page
1.We note you are registering 984,687,500 shares of common stock issuable upon
conversion of 685,000 shares of outstanding Series G Convertible Preferred Stock.  Please
revise your disclosure to clarify how you calculated this share amount, including whether
the shares being registered include shares issuable as the Make Good Amount and how
you calculated the number of shares that represent the Make Good Amount.  In this
regard, we note you disclose that the shares of common stock issuable as the Make Good
Amount are based, in part, on the average prevailing market for the five trading days prior
to the date a holder delivers notice of conversion to the company.

 FirstName LastNameSebastian Giordano
 Comapany NameTransportation and Logistics Systems, Inc.
 February 16, 2022 Page 2
 FirstName LastName
Sebastian Giordano
Transportation and Logistics Systems, Inc.
February 16, 2022
Page 2
Principal and Selling Stockholders, page 54
2.Please revise the footnotes to your Principal and Selling Stockholders table to separately
disclose for each selling shareholder the number of shares of common stock issuable upon
conversion of the Series G Preferred Stock and, if applicable, issuable as the Make Good
Amount for such Series G Preferred Stock.
Exhibits
3.Please file an executed version of the legal opinion.
General
4.Please revise the registration statement to include updated financial statements in the
Form S-1 and not as an exhibit to the filing.  In addition, file an updated auditor's consent.
Refer to Rule 8-08 of Regulation S-X and Item 11 of Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael H. Sproule, Esq.