OTC: TLSS

On
February 21, 2021, we formed a wholly-owned subsidiary, Shyp CX, a company incorporated under the laws of the State of New York. Shyp
CX does not engage in any revenue-generating operations and is currently inactive.

On
August 4, 2022, Cougar Express closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics
provider specializing in pickup, warehousing, and delivery services in the tri-state area. In February 2024, due to lack of working capital
to conduct its business, JFK Cartage ceased its operations and no longer conducts any business, and all of its assets of the Company
were voluntarily conveyed to the Cougar Trustee.

On
August 17, 2022, the Company formed a wholly-owned subsidiary, TLSS-FC, under the laws of the State of Delaware. Effective September
16, 2022, TLSS-FC closed on an acquisition to acquire all outstanding stock of Freight Connections, a New Jersey-based company that offered
an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area.
On December 1, 2023, TLSS-FC and its wholly-owned subsidiary, Freight Connections, filed a Chapter 7 bankruptcy petition in the State
of New Jersey under the United States Bankruptcy Code, assigning all of the TLSS-FC and Freight Connections assets to Mr. Steven P. Kartzman,
Esq., as Trustee (the “TLSS Trustee”) for liquidation and unwinding of the business. The TLSS Trustee was charged with liquidating
the assets for the benefit of the TLSS-FC and Freight Connection’s creditors pursuant to the provisions of the Chapter 7 Statute.
As a result of TLSS-FC and Freight Connections filing of the Chapter 7 petition, the TLSS Trustee assumed all authority to manage TLSS-FC
and Freight Connections. Additionally, TLSS-FC and Freight Connections no longer conduct any business and are not permitted by the TLSS
Trustee to conduct any business. For these reasons, effective December 1, 2023, the Company relinquished control of TLSS-FC and Freight
Connections. Therefore, the Company deconsolidated TLSS-FC and Freight Connections effective with the filing of the Chapter 7 petition
on December 3, 2023.

On
January 27, 2023, the Company formed a wholly-owned subsidiary, TLSS-STI, under the laws of the State of Delaware. TLSS-STI does not
engage in any revenue-generating operations and is currently inactive. Effective January 31, 2023, TLSS-STI acquired all of the outstanding
stock of each of Severance Trucking, Severance Warehouse and McGrath, which together offered less-than-truckload (LTL) trucking services
throughout New England. In February 2024, due to the lack of working capital to conduct its business, Severance ceased its operations
and no longer conducts any business, and all fixed assets of the Company were voluntarily surrendered to the prior owners.

On
May 31, 2023, the Company formed TLSS Ops and TLSS-CE. Simultaneously with the formation of these entities, Cougar Express became a wholly-owned
subsidiary of TLSS-CE; Severance Warehousing and McGrath became wholly-owned subsidiaries of Severance Trucking; Severance Trucking became
a wholly-owned subsidiary of TLSS-STI; and each of TLSS-CE, TLSS-STI and TLSS-FC became wholly-owned subsidiaries of TLSS Ops.

Subsequent
to the cessation of all of the Company’s revenue generating operations in February 2024 and through the date of this Annual Report,
the Company continues to remain insolvent. The Company has obtained financing to enable it to complete the audit of the financial statements
for this Annual Report and its quarterly reports in 2025 and 2024. Following the filing of this Annual Report, we intend to continue
working to complete the necessary interim financial statements and timely file the Quarterly Reports on Form 10-Q due in the 2026 calendar
year (the “2026 Quarterly Reports”); however, the Company will require additional financing to fund the necessary costs related
to the preparation and filing of one or more of the 2026 Quarterly Reports.

In
addition, we are also evaluating a possible restructuring of our remaining existing debts and obligations, as well as assessing the possibility
of replacing our discontinued businesses and/or entering into new line(s) of business, whether by acquisition or otherwise. However,
there can be no assurance that we will, in fact, be able to replace our former business and/or enter into new line(s) of business, or
to do so profitably.

1

Corporate
History

TLSS
was incorporated under the name “PetroTerra Corp.” in the State of Nevada on July 25, 2008. Prior to March 2017, TLSS was
an independent oil or gas exploration and development company focused on the acquisition or lease of properties that potentially contained
extractable oil or gas. However, at that time, we had not generated any revenues and, due to a decline in the oil and gas markets, elected
to seek other business opportunities.

On
March 30, 2017, TLSS entered into an agreement to acquire Save on Transport Inc., a Florida-based non-asset provider of integrated transportation
management solutions, including brokerage and logistics services related to the transportation of automobiles and other freight (“Save
on Transport”), as a wholly owned subsidiary. On June 18, 2018, TLSS completed the acquisition of all outstanding membership interests
of Prime EFS from its members. On July 24, 2018, TLSS formed Shypdirect LLC, a company organized under the laws of New Jersey.

Between
June 18, 2018 and September 30, 2020, we operated through Prime EFS and Shypdirect. The great bulk of Prime EFS’s business prior
to September 30, 2020 was conducted pursuant to the Delivery Service Provider program of Amazon Logistics, Inc., a subsidiary of Amazon.com,
Inc. (“Amazon”), but the program was terminated effective September 30, 2020. As a result, Prime EFS ceased operations on
September 30, 2020. Shypdirect conducted its business as a carrier under a relay program service agreement with Amazon (the “Program
Agreement”), but the Program Agreement expired on May 14, 2021. In June 2021, Shypdirect ceased its tractor trailer and box truck
delivery services to Amazon, and in July 2021, Shypdirect ceased all operations.

On
November 13, 2020, TLSS formed a wholly-owned subsidiary, Shyp FX, under the laws of the State of New Jersey. On January 15, 2021, through
Shyp FX, we simultaneously executed an asset purchase agreement and closed a transaction to acquire substantially all the assets and
certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express
over the past 25 years (“DDTI”). On April 28, 2022, we entered into an asset purchase agreement with an unrelated third party
to sell substantially all of the assets and specific liabilities of Shyp FX. On June 21, 2022, we closed the transaction and sold substantially
all the assets of Shyp FX in an all-cash transaction.

On
November 16, 2020, we formed a wholly owned subsidiary, TLSSA, under the laws of the State of Delaware. On March 24, 2021, TLSSA, acquired
all the issued and outstanding shares of capital stock of Cougar Express, a New York-based full-service logistics provider specializing
in pickup, warehousing, and delivery services in the New York City tri-state area.

On
August 16, 2021, Prime EFS and Shypdirect executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant
to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman
as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit
of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised
corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process pursuant to the United States Bankruptcy Code. On September
7, 2021, the ABCs were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Surrogate Court, Bergen County,
initiating judicial proceedings. Effective September 7, 2021, we relinquished control of Prime EFS and Shypdirect. Further, on October
13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, we deconsolidated Prime
EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021.

On
August 4, 2022, Cougar Express closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics
provider specializing in pickup, warehousing, and delivery services in the tri-state area. On August 17, 2022, the Company formed a wholly-owned
subsidiary, TLSS-FC, under the laws of the State of Delaware. Effective September 16, 2022, TLSS-FC closed on an acquisition to acquire
all outstanding stock of Freight Connections, a New Jersey-based company that offered an array of transportation, warehousing, consolidating,
distribution, and local cartage services throughout the New York tri-state area.

On
January 27, 2023, the Company formed a wholly-owned subsidiary, TLSS-STI, under the laws of the State of Delaware. Effective January
31, 2023, TLSS-STI acquired all of the outstanding stock of each of Severance Trucking, Severance Warehouse and McGrath, which together
offered less-than-truckload (LTL) trucking services throughout New England.

On
May 31, 2023, the Company formed TLSS Ops and TLSS-CE. Simultaneously with the formation of these entities, Cougar Express became a wholly-owned
subsidiary of TLSS-CE; Severance Warehousing and McGrath became wholly-owned subsidiaries of Severance Trucking; Severance Trucking became
a wholly-owned subsidiary of TLSS-STI; and each of TLSS-CE, TLSS-STI and TLSS-FC became wholly-owned subsidiaries of TLSS Ops.

On
December 1, 2023, TLSS-FC and Freight Connections, filed a Chapter 7 bankruptcy petition in the State of New Jersey under the United
States Bankruptcy Code, assigning all of the TLSS-FC and Freight Connections assets to Mr. Steven P. Kartzman, Esq., as Trustee (the
“TLSS Trustee”) for liquidation and unwinding of the business. The TLSS Trustee was charged with liquidating the assets for
the benefit of the TLSS-FC and Freight Connection’s creditors pursuant to the provisions of the Chapter 7 Statute. As a result
of TLSS-FC and Freight Connections filing of the Chapter 7 petition, the TLSS Trustee assumed all authority to manage TLSS-FC and Freight
Connections. Additionally, TLSS-FC and Freight Connections no longer conduct any business and was not permitted by the TLSS Trustee to
conduct any business. For these reasons, effective December 1, 2023, the Company relinquished control of TLSS-FC and Freight Connections.
Therefore, the Company deconsolidated TLSS-FC and Freight Connections effective with the filing of the Chapter 7 petition on December
3, 2023.

On
February 27, 2024, Cougar Express, filed a Chapter 7 bankruptcy petition in the State of New York under the United States Bankruptcy
Code, assigning all of the Cougar Express assets to Mr. Andrew M. Thaler, Esq., as Trustee (the “Cougar Express Trustee”)
for liquidation and unwinding of the business. The Cougar Express Trustee has been charged with liquidating the assets for the benefit
of the Cougar Express creditors pursuant to the provisions of the Chapter 7 Statute. As a result of Cougar Express filing the Chapter
7 petition, the Trustee assumed all authority to manage Cougar Express. Additionally, as of February 27, 2024, Cougar Express no longer
conducts any business and is not permitted by the Trustee to conduct any business. For these reasons, effective February 27, 2024, the
Company relinquished control of Cougar Express. Therefore, the Company deconsolidated Cougar Express, effective with the filing of the
Chapter 7 bankruptcy petition on February 27, 2024.

In
February 2024, due to the lack of working capital to conduct its business, Severance Trucking ceased its operations and no longer conducts
any business, and all fixed assets of the Company were voluntarily surrendered to the prior owners. JFK Cartage, the Severance entities,
TLSSA, TLSS Ops, Shyp CX, TLSS-CE, TLSS-FC, and TLSS-STI have all ceased operations since mid-February 2024.

Our
principal executive offices are located in the United States at 110 Chestnut Ridge Road, Suite 444, Montvale NJ 07645, and our telephone
number is (833) 764-1443. The Company’s website is www.tlss-inc.com.

2

Economic
Factors

Our
restructuring efforts and possible new business opportunities are subject to a number of general economic factors that may have a material
effect on such results, many of which are largely out of our control, including our success in completing such restructuring, securing
necessary financing as well as finding and closing on any new business opportunities.

Employees

As
of the date of this Annual Report, we only have one employee who serves as our Chief Executive Officer and Chief Financial Officer. Since
February 2024, other professional and executive services have been procured by TLSS through independent contractors.

Depending
upon the outcome of our restructuring and if it leads to a new business opportunity, the Company will continue to evaluate its use of
human capital measures or objectives in managing its business, such as the factors we employ or seek to employ in the development, attraction
and retention of personnel and maintenance of diversity in its workforce.

Information
Systems

Subsequent
to the cessation of our operations and for reasons of nonpayment due to the Company’s insolvency, information systems used in the
trucking business are no longer available to the Company.

How
to Obtain our SEC Filings

We
file annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (SEC).
Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of
the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC’s website
at www.sec.gov. You may also obtain our recent filings with the Securities and Exchange Commission from the “Investors—Regulatory
Filings” section of our website www.tlss-inc.com.