UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
one)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



or



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ___________ to ___________



Commission
File No. 001-34970



|Transportation
    and Logistics Systems, Inc.            
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Nevada                                       |  | 26-3106763             
|-------------------------------------------- |  | -----------------------
|(State
    or other jurisdiction             |  | (IRS
    Employer      
|of
    incorporation)                        |  | Identification
    No.)
|                                             |  |                        
|5500
    Military Trail, Suite 22-357        |  |                        
|Jupiter,
    FL                              |  | 33458                  
|(Address
    of principal executive offices) |  | (zip
    code)         



(833)
764-1443

(Registrant’s
telephone number, including area code)



|                                                                                       
|---------------------------------------------------------------------------------------
|(Former
    name, former address and former fiscal year, if changed since last report.)



Securities
Registered Pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Trading
    Symbol |  | Name
    of each exchange on which registered
|----------------------- |  | ------------------ |  | ---------------------------------------------
|N/A                     |  | N/A                |  | N/A                                          



Securities
Registered Pursuant to Section 12(g) of the Act:



Common
Stock, $ 0.001 Par Value



Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X].



Indicate
by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ]
No [X].



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes: [  ] No: [X]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files. Yes [X] No [  ]



Indicate
by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



| | Large
    accelerated filer | [  ] | Accelerated
    filer         | [  ]
| | --------------------------- | ---- | ----------------------------- | ----
| | Non-accelerated
    filer   | [X]  | Smaller
    reporting company | [X] 
| |                             |      | Emerging
    growth company   | [  ]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [  ] No [X]



The
aggregate market value of the voting and non-voting common equity held by non-affiliates based upon the closing price of $12.00
per share of common stock as of June 28, 2019 (the last business day of the registrant’s most recently completed second
fiscal quarter), was $46,248,300.



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



As
of May 22, 2020, registrant had outstanding 306,416,819 shares of common stock.



DOCUMENTS
INCORPORATED BY REFERENCE



None.




















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed to amend the Annual Report on Form 10-K of
Transportation and Logistics Systems, Inc. (the “Company”) for the year ended December 31, 2019 (the “Original
Report”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on May 29, 2020. The Amendment adds the following requisite disclosure under the heading “Note Regarding Reliance on SEC
Order” pertaining to reliance by the Company on the SEC Order issued March 25, 2020 (the “SEC Order”),
pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions
from specified provisions of the Exchange Act and certain rules thereunder (Release No. 34-88465). In connection with the filing
of this Amendment, the Company is also including certain currently dated certifications. Except as otherwise set forth in this
Explanatory Note, no other information included in the Original Report is amended or changed by this Amendment.



Note
Regarding Reliance on SEC Order



The
Company filed its Annual Report on Form 10-K for the year ended December 31, 2019 after the March 30, 2020 deadline applicable
to the Company for the filing of its Annual Report on Form 10-K in reliance on the SEC Order, permitting the delay in filing due
to circumstances related to the COVID-19 outbreak.



On
March 26, 2020, the Company filed a Current Report on Form 8-K (the “Form 8-K) to indicate its intention to rely
on the SEC Order to delay the filing of its Annual Report on Form 10-K because the Company’s operations and business were
experiencing disruption due to the unprecedented conditions surrounding the COVID-19 pandemic and thus the Company would be unable
to timely review and prepare the Company’s financial statements for the 2019 fiscal year. Consistent with the Company’s
statements in the Form 8-K, the Company was unable to file its Annual Report on Form 10-K on or before March 30, 2020 because
it was unable to timely review and prepare the Company’s financial statements for the 2019 fiscal year as a result of the
disruptions of the Company’s business operations caused by the COVID-19 pandemic. On May 14, 2020, the Company filed a “Notification
of Late Filing” on Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act to further delay the filing of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019.



In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently
dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer
and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does
not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Report, and
the Company has not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should
be read in conjunction with the Original Report and with our other filings made with the SEC subsequent to the filing of the Original
Report.











Item
15. Exhibits and Financial Statement Schedules.



(a)(3)
The following exhibits are filed with this Amendment:



|Exhibit
    Number |  | Description                                                         
|------------------ |  | --------------------------------------------------------------------
|                   |  |                                                                     
|31.1*              |  | Certification of Principal Executive Officer pursuant to Section 302
|                   |  |                                                                     
|31.2*              |  | Certification of Principal Financial Officer pursuant to Section 302



*
Filed herewith.











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                 | TRANSPORTATION
    AND LOGISTICS SYSTEMS, INC. CORP.
|---------------- | ----------------------------------------------------
|June
    5, 2020 |                                                     
|                 | By:                                                 
|                 |                                                     



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Signature               |  | Title                                                                                                                              |  | Date            
|----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|                        |  |                                                                                                                                    |  |                 
|/s/
    John Mercadante |  | Chief
                                         Executive Officer, Chief Financial Officer,
        President,
        and Director |  | June
    5, 2020
|John
    Mercadante     |  | (principal
    executive officer, principal financial officer and                                                                  |  |                 
|                        |  | principal
    accounting officer)                                                                                                  |  |                 
|                        |  |                                                                                                                                    |  |                 
|/s/
    Doug Cerny      |  | Director                                                                                                                           |  | June
    5, 2020
|Doug
    Cerny          |  |                                                                                                                                    |  |