Sec Form 4 Filing - GIORDANO SEBASTIAN @ Transportation & Logistics Systems, Inc. - 2022-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GIORDANO SEBASTIAN 2. Issuer Name and Ticker or Trading Symbol Transportation & Logistics Systems, Inc. [ TLSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 149 SCHWEITZER LANE 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2022 (Street) BARDONIA, NY10954 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock( 1 ) 03/11/2022 A 122,126,433 A $ 0.011 122,126,433 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant( 2 ) $ 0.06 02/21/2020 A 1 06/16/2020 06/16/2025 Common Stock 25,000,000 $ 0 25,000,000 I See Footnote( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIORDANO SEBASTIAN 149 SCHWEITZER LANE BARDONIA, NY10954 X President & CEO Signatures /s/ SEBASTIAN GIORDANO 06/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 3/11/22, pursuant to an employment agreement dated 1/4/22, the Company granted the Reporting Person 122,126,433 shares of Company common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company's common stock on the measurement date. These shares vest in four (4) equal annual installments with the first installment of 30,531,608 shares vesting on 1/3/22, and 30,531,608 additional shares vesting on January 3rd of each subsequent year through 1/3/25. ( 2 )In 2020, the Company retained the services of a consultant, Ascentaur, LLC ("Ascentaur"), pursuant to a Consulting Agreement between the Company and Ascentaur dated 2/21/20, as amended (the "Consulting Agreement"). Under the Consulting Agreement, the Reporting Person, who is the CEO and principal of Ascentaur, provided management services to the Company. Pursuant to the Consulting Agreement, in 2020, Ascentaur received a warrant to purchase up to 25,000,000 shares of common stock of the Company exercisable at $0.06 per share, in whole or in part, at any time between 6/16/2020 and 6/16/2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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