Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | 8-K/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Document Fiscal Year Focus | 2022 |
Entity File Number | 000-56148 |
Entity Registrant Name | TRAQIQ, INC. |
Entity Central Index Key | 0001514056 |
Entity Tax Identification Number | 30-0580318 |
Entity Incorporation, State or Country Code | CA |
Entity Address, Address Line One | 1931 Austin Drive |
Entity Address, City or Town | Troy |
Entity Address, State or Province | MI |
Entity Address, Postal Zip Code | 48083 |
City Area Code | (248) |
Local Phone Number | 775-7400 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $.0001 per share |
Trading Symbol | TRIQ |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - Titan Trucking LLC [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 26,650 | $ 33,579 |
Accounts receivable, net | 517,583 | 413,723 |
Subscriptions receivable | 200,000 | |
Other receivables | 1,241 | 426,016 |
Prepaid expenses and other current assets | 128,689 | 88,314 |
Total Current Assets | 874,163 | 961,632 |
Property and equipment, net | 5,643,941 | 3,160,179 |
Intangible assets, net | 687,500 | |
Other assets | 8,251 | 8,251 |
Operating lease right-of-use asset, net | 194,112 | 276,370 |
Total Non-current Assets | 6,533,804 | 3,444,800 |
TOTAL ASSETS | 7,407,967 | 4,406,432 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 736,658 | 373,647 |
Accrued payroll and related taxes | 50,983 | 33,039 |
Notes payable, net | 1,118,605 | 4,905,070 |
Operating lease liability | 95,243 | 85,303 |
Total Current Liabilities | 1,981,042 | 5,397,059 |
Long-term notes, net of deferred financing costs | 2,785,531 | 837,219 |
Operating lease liability, net of current portion | 115,290 | 210,533 |
Total Non-current Liabilities | 2,900,821 | 1,047,752 |
Total Liabilities | 4,881,863 | 6,444,811 |
MEMBERS’ EQUITY (DEFICIENCY) | ||
Members’ equity (deficiency) | 2,526,104 | (2,038,379) |
Total Members’ Equity (Deficiency) | 2,526,104 | (2,038,379) |
TOTAL LIABILITIES AND MEMBERS’ EQUITY (DEFICIENCY) | 7,407,967 | 4,406,432 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Notes payable, net | 1,098,158 | 1,244,206 |
Related Party [Member] | ||
Current Liabilities: | ||
Notes payable, net | $ 3,660,864 |
Consolidated Statements of Oper
Consolidated Statements of Operations - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
REVENUE | $ 4,203,112 | $ 3,315,256 |
COST OF REVENUES | 4,207,852 | 3,317,225 |
GROSS LOSS | (4,740) | (1,969) |
OPERATING EXPENSES: | ||
Salaries and salary related costs | 475,512 | 395,395 |
Professional fees | 265,575 | 30,503 |
General and administrative expenses | 359,175 | 237,243 |
Total Operating Expenses | 1,100,262 | 663,141 |
OPERATING LOSS | (1,105,002) | (665,110) |
OTHER INCOME (EXPENSE): | ||
Interest expense, net of interest income | (199,453) | (140,812) |
Loss on sale of assets | (168,208) | (262,264) |
Employee Retention Credits | 422,845 | |
Forgiveness of Paycheck Protection Program loans | 812,305 | |
Other income | 1,696 | 57,291 |
Total other income (expense) | 446,340 | 77,060 |
NET LOSS | $ (658,663) | $ (588,050) |
LOSS PER UNIT (BASIC AND DILUTED) | ||
Weighted-average units outstanding basic | 100 | 100 |
Weighted-average units outstanding diluted | 100 | 100 |
Net loss per unit basic | $ (6,587) | $ (5,881) |
Net loss per unit diluted | $ (6,587) | $ (5,881) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Members' Equity (Deficiency) | Titan Trucking LLC [Member] USD ($) |
Balance at Dec. 31, 2020 | $ (1,450,329) |
Net loss | (588,050) |
Balance at Dec. 31, 2021 | (2,038,379) |
Net loss | (658,663) |
Contributions | 5,223,146 |
Balance at Dec. 31, 2022 | $ 2,526,104 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | |||
Net loss | $ (658,663) | $ (588,050) | |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||
Employee Retention Credits | (422,845) | $ (422,845) | |
Forgiveness of PPP loans | (812,305) | ||
Bad debt expense | 77,690 | ||
Depreciation and amortization | 325,382 | 304,175 | |
Loss on sale of property and equipment | 168,208 | 262,264 | |
Amortization of loan origination fees | 6,663 | ||
Change in assets and liabilities: | |||
Accounts receivable | (181,549) | (63,873) | |
Prepaid expenses and other current assets | (40,374) | (7,812) | |
Other receivables | 424,775 | ||
Other assets | 3,800 | ||
Operating lease right-of-use asset | 82,258 | 76,179 | |
Accounts payable and accrued expenses | 363,010 | (9,188) | |
Accrued payroll and payroll taxes | 17,944 | 14,862 | |
Operating lease liability | (85,303) | (76,172) | |
Total adjustments | 580,761 | (62,204) | |
Net cash used in operating activities | (312,264) | (506,660) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of property and equipment | (3,349,628) | (47,177) | |
Disposal of property and equipment | 371,819 | 211,965 | |
Net cash provided by (used in) investing activities | (2,977,809) | 164,788 | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Loan origination fees | (99,950) | ||
Proceeds from notes payable | 4,398,833 | 1,806,332 | |
Repayments of notes payable | (1,015,739) | (1,486,279) | |
Net cash provided by financing activities | 3,283,144 | 320,053 | |
NET DECREASE IN CASH | (6,929) | (21,819) | |
CASH – BEGINNING OF YEAR | 33,579 | 55,398 | |
CASH – END OF YEAR | 26,650 | 33,579 | $ 55,398 |
CASH PAID DURING THE YEAR FOR: | |||
Interest expense | 219,404 | 112,423 | |
SUPPLEMENTAL NON-CASH DISCLOSURES OF CASH FLOW: | |||
Member contributions in exchange for loans payable | 4,505,646 | ||
Subscription receivable in exchange for equity | 200,000 | ||
Member contributions in exchange for intangible asset purchase | 517,500 | ||
Note payable in exchange for intangible asset purchase | $ 170,000 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Business Operations Titan Trucking, LLC (the “Company”) was incorporated in the State of Michigan on January 26, 2017 The Company is engaged in the full-service solution of waste management. The Company offers a comprehensive package of waste reduction, collection, recycling, and technology-enabled solutions to support customer demand. Senior Trucking, LLC (“Senior’) was established on March 14, 2017 with 100 Going Concern The Company’s consolidated financial statements as of December 31, 2022 and 2021, are prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates continuation of the Company as a going concern. This contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. For the year ended December 31, 2022, the Company had a net loss of $ 658,663 588,050 1,106,879 4,435,427 312,264 26,650 Management’s plans include raising capital through issuances of equity and debt securities and minimizing operating expenses of the business to improve the Company’s cash burn rate, in conjunction with the TraqIQ reverse-merger (Note 13). The combined companies, subsequent to the reverse merger, have been successful in attracting substantial capital from investors interested in the current public status of the Company, which has been used to support its ongoing cash outlays. In the second half of the year ended 2023, TraqIQ, its new legal parent company, obtained approximately $ 1 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the regulations of the United States Securities and Exchange Commission. The Company adopted a December 31 fiscal year-end for financial statement reporting purposes. The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented. Principles of Consolidation The consolidated financial statements include the accounts of Titan Trucking LLC and Senior Trucking LLC, its wholly owned affiliate. All material inter-company accounts and transactions have been eliminated. Basis of Accounting The Company’s policy is to prepare its combined financial statements on the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred. Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Business Combinations Under the guidance enumerated in FASB Accounting Standards Codification (“ASC”) 805, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asst or group of similar identifiable assets, the set is not considered a business and is accounted for as an asset acquisition at which point, the acquirer measures the assts acquired based on their cost, which is allocated on a relative fair value basis. Business combinations are accounted for utilizing the fair value of consideration determined by the Company’s management and external specialists. The Company recognizes estimated fair values of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Goodwill is recognized as any excess in fair value over the net value of assets acquired and liabilities assumed. TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Cash and cash equivalents The Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 Accounts Receivable, net Accounts receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company writes off bad debts as they occur during the year. As of the year ended December 31, 2022, the Company allocated $ 77,690 no Subscriptions Receivable Subscription receivable consists of members’ equity that have been issued with subscriptions that have not yet been settled. As of December 31, 2022 and 2021, there were $ 200,000 nil Property and Equipment, net Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations or the period in which the disposal occurred. The Company utilizes a useful life ranging from 5 25 Management regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of December 31, 2022. Finite Intangible Assets, net Finite intangible assets are recorded at their estimated fair value at the date of acquisition. They are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. The Company acquired the finite intangible asset, customer lists, as part of the asset acquisition of WTI Global, Inc. Customer lists are amortized over a remaining useful life of 10 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Management assessed and concluded that no impairment write-down would be necessary for the finite-lived intangible assets as of December 31, 2022. Fair Value of Financial Instruments The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and short-term notes payable. As of the consolidated balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments. Leases The Company assesses whether a contract is or contains a lease at inception of the contract and recognizes right-of-use assets (“ROU”) and corresponding lease liabilities at the lease commencement date. The lease term is used to calculate the lease liability, which includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The leases the Company currently holds do not have implicit borrowing rates, therefore the Company utilizes its incremental borrowing rate to measure the ROU assets and liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU or liability. The Company has elected to apply the practical expedient to not separate the lease and non-lease components of a contract, which ultimately results in a higher amount of total lease payments being included within the present value calculation of the lease liability. Loan Origination Fees Loan origination fees represent loan fees relating to notes granted to the Company and are amortized over the life of the note. Amortization expense for the year ended December 31, 2022 was $ 6,663 93,745 Revenue Recognition The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers, which requires the following: 1. Identify the contract with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when the performance obligations are met or delivered. TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 The Company’s operating revenues are primarily generated from fees charged for the collection and disposal of waste. Revenues are recognized at a point in time immediately after completion of disposal of waste at a landfill or transfer station and billed out to customers. Rates charged for services performed are usually based on pre-negotiated amounts via contractual obligations and are billed on a performance satisfaction basis via invoice. Invoices usually contain a payment term of net 30 days. There are no significant financing operations with customers in relation to revenues generated and collected. Revenues from collection operations are influenced by factors such as collection frequency, type of collection furnished, type and volume or weight of the waste collected, distance to the disposal facility or material recovery facility and disposal costs. Fees charged at transfer stations are generally based on the weight or volume of waste deposited, including the cost of loading, transporting, and disposing of the solid waste at a disposal site. The fees charged for services generally include environmental, fuel charge and regulatory recovery fees, which are intended to pass through to customers direct and indirect costs incurred. Concentration Risk The Company performs a regular review of customer activity and associated credit risks. During the year ended December 31, 2022, one customer accounted for more than 63 77 During the year ended December 31, 2022, three customers accounted for more than 76 77 The Company maintains positive customer relationships and continually expands its customer base, mitigating the impact of any potential concentration risks that exist. Basic and Diluted Loss per Unit The Company presents both basic and diluted earnings per unit for the periods presented in the consolidated financial statements. Basic and diluted loss per unit is calculated by dividing the net loss attributable to the Company by the weighted average number of units outstanding during the periods presented. Income Taxes The Company, with consent from its members, has elected under the Internal Revenue Code to be an “S” corporation. In lieu of corporation income taxes, the shareholders of an “S” corporation are taxed on their proportionate share of the Company’s taxable income. Advertising and Marketing Costs Costs associated with advertising are charged to expense as occurred. For the years ended December 31, 2022 and 2021, the advertising and marketing costs were $ 11,336 3,394 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” This amendment replaces the incurred methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. In November 2019, the FASB issued No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect a material impact from the adoption of ASU 2016-13 on the consolidated financial statements. |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
OTHER RECEIVABLES | NOTE 4 - OTHER RECEIVABLES SCHEDULE OF OTHER RECEIVABLES December 31, December 31, Employee retention credit (1) $ - $ 422,845 Other receivables 1,241 3,171 Total $ 1,241 $ 426,016 (1) During 2021, the Company applied for the Employee Retention Credits (“ERC”) in the amount of $ 422,845 422,845 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 – PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following as of December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Containers $ 1,397,311 $ - Trucks and tractors 4,086,968 2,213,265 Trailers 1,197,357 1,829,853 Shop equipment 40,380 40,380 Leasehold improvements 19,589 19,589 Property and equipment , gross 6,741,605 4,103,087 Less: accumulated depreciation (1,097,664 ) (942,908 ) Net book value $ 5,643,941 $ 3,160,179 Depreciation expenses for the year ended December 31, 2022 and 2021 were $ 325,382 304,175 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 On June 10, 2022, the Company entered into an asset purchase agreement with Century Waste Management for consideration of approximately $ 1,805,000 |
INTANGIBLES, NET
INTANGIBLES, NET | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INTANGIBLES, NET | NOTE 6 – INTANGIBLES, NET Intangible assets acquired consisted of the following as of December 31, 2022 and 2021: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS December 31, December 31, Customer lists $ 687,500 $ - Less: accumulated amortization - - Net book value $ 687,500 $ - For the years ended December 31, 2022 and 2021, there were no amortization expenses recorded. Amortization is expected to be $ 68,750 On December 9, 2022, the Company entered into a purchase agreement with WTI Global, Inc. (the “seller”) for consideration of approximately $ 687,500 687,500 170,000 517,500 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Detail of accounts payable and accrued expenses as of December 31, 2022 and 2021 is as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, Accounts payable $ 669,231 $ 309,833 Credit card payable 29,454 28,683 Accrued interest 12,298 35,131 Accrued expenses and other 25,675 - Total accounts payable and accrued expenses $ 736,658 $ 373,647 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
LEASE PAYABLE
LEASE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
LEASE PAYABLE | NOTE 8 – LEASE PAYABLE The Company leases both its headquarters office and operational warehouse in Troy, Michigan. Leases with an initial term of 12 months or less or are immaterial are not included on the consolidated balance sheets. During the year ended December 31, 2019, the Company entered into a 62-month lease which expires on January 15, 2025 8,251 after a 2-month rent abatement period. Straight rent was calculated at $ 8,479 per month. The total remaining operating lease expenses through the expected termination date is approximately $ 211,963 . Total operating lease expenses for the years ended December 31, 2022 and 2021 were $ 112,753 and $ 112,198 , respectively. SCHEDULE OF LEASE PAYABLE As of December 31, 2022 2021 Weighted average remaining lease term (in years) 2.08 3.08 Weighted average discount rate 7.57 % 7.57 % Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of December 31, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Fiscal Year Operating Lease Payments 2023 $ 107,930 2024 111,168 2025 9,287 Total minimum lease payments 228,385 Less: imputed interest (17,852 ) Present value of future minimum lease payments $ 210,533 Current operating lease liabilities 95,243 Non-current operating lease liabilities 115,290 On April 1, 2023, the Company entered into a 60-month lease in Detroit, Michigan with a related party, which terminates on March 31, 2028 33,564 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
NOTES PAYABLE | NOTES 9 – NOTES PAYABLE The Company borrows funds from various creditors to finance equipment and vehicles and acquisitions consisting of the following: SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 Lender Maturity Interest Monthly Payment Short-Term Long-Term Short-Term Long-Term % $ $ $ $ $ Loans Fifth Third Bank (PPP) ** 2/8/22 - 5/24/22 - - - - 812,304 - WTI Global On demand 7.00 - 170,000 - - - Collateralized Loans Peoples United 11/10/23 5.75 16,614 177,539 - 165,337 177,539 M&T Bank 2/23/25 8.78 13,000 121,927 321,192 128,191 443,120 Daimler Truck 5/14/23 - 9/29/23 4.95 - 6.00 2,487 - 2,762 74,873 53,429 138,374 216,560 Ascentium Capital 5/5/27 - 6/5/27 3.75 - 5.82 4,812 - 5,935 152,467 587,991 - - Balboa Capital 8/13/27 9.68 4,860 38,895 179,433 - - Blue Bridge Financial 8/10/27 12.18 1,442 10,394 50,951 - - Financial Pacific 7/15/27 - 10/15/27 7.49 - 9.87 1,585 - 1,906 29,187 133,220 - - M2 Equipment 8/10/27 8.68 4,739 39,527 178,039 - - Meridian Equipment 7/12/27 9.32 3,118 25,518 113,606 - - Navitas 7/23/27 7.99 4,257 36,791 158,723 - - Pawnee 8/15/27 10.19 5,296 41,480 193,759 - - Signature 9/15/27 - 6/30/28 6.93 - 8.25 3,901 - 4,842 73,973 374,921 - - Trans Lease 2/20/27 9.75 4,838 40,524 157,569 - - Verdant 4/27/27 6.25 4,702 44,324 169,390 - - Western Equipment 8/15/27 8.93 4,989 41,186 186,605 - - Related Parties Titan Property On demand - - - - 1,204,532 - C. and M. Rizzo On demand 3.00 - - - 500,000 - M. Rizzo On demand 1.90 - - - 1,785,451 - J. Rizzo On demand 5.00 - - - 170,881 - 1,118,605 2,858,828 4,905,070 837,219 ** The Company applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $ 406,152 406,153 812,305 Principal maturities for the next five years and thereafter: SCHEDULE OF PRINCIPAL MATURITIES PAYMENT 2023 1,118,605 2024 806,510 2025 857,789 2026 723,597 2027 442,419 Thereafter 28,514 Total principal payments 3,977,434 Less: debt issuance costs (93,745 ) Total notes payable 3,883,689 ** The Company applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $ 406,152 406,153 812,305 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
RELATED PARTY TRANSACTIONS | NOTES 10 – RELATED PARTY TRANSACTIONS The Company had various related party notes payable outstanding at December 31, 2021. The notes were payable to the owner, entities related to the owner, and family members (Note 9). During the year ended December 31, 2022, the Company conducted several related party transactions in exchange for equity ownership in Titan Trucking LLC. As a result of the transactions, a net balance of $ 4,505,646 517,500 As of December 31, 2022, there was $ 200,000 |
BENEFIT PLAN
BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Multiemployer Plan [Line Items] | |
BENEFIT PLAN | NOTE 11 – BENEFIT PLAN The Company offers a 401(k) plan. Employees are eligible to participate in the plan on the first day of the month following the date of hire. Employees may defer up to $ 22,500 50 3 100% Employer contributions for the year ended December 31, 2022 and 2021 was $ 11,164 10,957 |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
CONTINGENCIES | NOTE 12 - CONTINGENCIES From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. The Company is in an ongoing lawsuit with Wolverine Transfer Station over a contractual dispute and property damages. Wolverine is countersuing the Company for losses from the cancellation of contractual obligations. It is the position of the Company that net losses arising from Wolverine’s claims are not estimable nor probable at the time of this filing. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Subsequent events were evaluated through September 28, 2023, which is the date the consolidated financial statements were issued. In April 30, 2023, the Company entered into a notes payable agreement with Titan Holdings 2 in the amount of $ 592,470 April 30, 2028 Interest accrues at 10.5 On May 19, 2023, pursuant to the terms of the Titan Merger Agreement, the Company completed the Titan Merger. Under the terms of the Titan Merger Agreement, the Company agreed to pay the Titan owners 630,900 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - Titan Trucking LLC [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the regulations of the United States Securities and Exchange Commission. The Company adopted a December 31 fiscal year-end for financial statement reporting purposes. The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Titan Trucking LLC and Senior Trucking LLC, its wholly owned affiliate. All material inter-company accounts and transactions have been eliminated. |
Basis of Accounting | Basis of Accounting The Company’s policy is to prepare its combined financial statements on the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred. |
Accounting Estimates | Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Business Combinations | Business Combinations Under the guidance enumerated in FASB Accounting Standards Codification (“ASC”) 805, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asst or group of similar identifiable assets, the set is not considered a business and is accounted for as an asset acquisition at which point, the acquirer measures the assts acquired based on their cost, which is allocated on a relative fair value basis. Business combinations are accounted for utilizing the fair value of consideration determined by the Company’s management and external specialists. The Company recognizes estimated fair values of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Goodwill is recognized as any excess in fair value over the net value of assets acquired and liabilities assumed. TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 |
Accounts Receivable, net | Accounts Receivable, net Accounts receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company writes off bad debts as they occur during the year. As of the year ended December 31, 2022, the Company allocated $ 77,690 no |
Subscriptions Receivable | Subscriptions Receivable Subscription receivable consists of members’ equity that have been issued with subscriptions that have not yet been settled. As of December 31, 2022 and 2021, there were $ 200,000 nil |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations or the period in which the disposal occurred. The Company utilizes a useful life ranging from 5 25 Management regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of December 31, 2022. |
Finite Intangible Assets, net | Finite Intangible Assets, net Finite intangible assets are recorded at their estimated fair value at the date of acquisition. They are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. The Company acquired the finite intangible asset, customer lists, as part of the asset acquisition of WTI Global, Inc. Customer lists are amortized over a remaining useful life of 10 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Management assessed and concluded that no impairment write-down would be necessary for the finite-lived intangible assets as of December 31, 2022. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and short-term notes payable. As of the consolidated balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments. |
Leases | Leases The Company assesses whether a contract is or contains a lease at inception of the contract and recognizes right-of-use assets (“ROU”) and corresponding lease liabilities at the lease commencement date. The lease term is used to calculate the lease liability, which includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The leases the Company currently holds do not have implicit borrowing rates, therefore the Company utilizes its incremental borrowing rate to measure the ROU assets and liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU or liability. The Company has elected to apply the practical expedient to not separate the lease and non-lease components of a contract, which ultimately results in a higher amount of total lease payments being included within the present value calculation of the lease liability. |
Loan Origination Fees | Loan Origination Fees Loan origination fees represent loan fees relating to notes granted to the Company and are amortized over the life of the note. Amortization expense for the year ended December 31, 2022 was $ 6,663 93,745 |
Revenue Recognition | Revenue Recognition The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers, which requires the following: 1. Identify the contract with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when the performance obligations are met or delivered. TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 The Company’s operating revenues are primarily generated from fees charged for the collection and disposal of waste. Revenues are recognized at a point in time immediately after completion of disposal of waste at a landfill or transfer station and billed out to customers. Rates charged for services performed are usually based on pre-negotiated amounts via contractual obligations and are billed on a performance satisfaction basis via invoice. Invoices usually contain a payment term of net 30 days. There are no significant financing operations with customers in relation to revenues generated and collected. Revenues from collection operations are influenced by factors such as collection frequency, type of collection furnished, type and volume or weight of the waste collected, distance to the disposal facility or material recovery facility and disposal costs. Fees charged at transfer stations are generally based on the weight or volume of waste deposited, including the cost of loading, transporting, and disposing of the solid waste at a disposal site. The fees charged for services generally include environmental, fuel charge and regulatory recovery fees, which are intended to pass through to customers direct and indirect costs incurred. |
Concentration Risk | Concentration Risk The Company performs a regular review of customer activity and associated credit risks. During the year ended December 31, 2022, one customer accounted for more than 63 77 During the year ended December 31, 2022, three customers accounted for more than 76 77 The Company maintains positive customer relationships and continually expands its customer base, mitigating the impact of any potential concentration risks that exist. |
Basic and Diluted Loss per Unit | Basic and Diluted Loss per Unit The Company presents both basic and diluted earnings per unit for the periods presented in the consolidated financial statements. Basic and diluted loss per unit is calculated by dividing the net loss attributable to the Company by the weighted average number of units outstanding during the periods presented. |
Income Taxes | Income Taxes The Company, with consent from its members, has elected under the Internal Revenue Code to be an “S” corporation. In lieu of corporation income taxes, the shareholders of an “S” corporation are taxed on their proportionate share of the Company’s taxable income. |
Advertising and Marketing Costs | Advertising and Marketing Costs Costs associated with advertising are charged to expense as occurred. For the years ended December 31, 2022 and 2021, the advertising and marketing costs were $ 11,336 3,394 TITAN TRUCKING, LLC AND SUBSIDIARY A LIMITED LIABILITY COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” This amendment replaces the incurred methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. In November 2019, the FASB issued No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect a material impact from the adoption of ASU 2016-13 on the consolidated financial statements. |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF OTHER RECEIVABLES | SCHEDULE OF OTHER RECEIVABLES December 31, December 31, Employee retention credit (1) $ - $ 422,845 Other receivables 1,241 3,171 Total $ 1,241 $ 426,016 (1) During 2021, the Company applied for the Employee Retention Credits (“ERC”) in the amount of $ 422,845 422,845 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consists of the following as of December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Containers $ 1,397,311 $ - Trucks and tractors 4,086,968 2,213,265 Trailers 1,197,357 1,829,853 Shop equipment 40,380 40,380 Leasehold improvements 19,589 19,589 Property and equipment , gross 6,741,605 4,103,087 Less: accumulated depreciation (1,097,664 ) (942,908 ) Net book value $ 5,643,941 $ 3,160,179 |
INTANGIBLES, NET (Tables)
INTANGIBLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS | Intangible assets acquired consisted of the following as of December 31, 2022 and 2021: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS December 31, December 31, Customer lists $ 687,500 $ - Less: accumulated amortization - - Net book value $ 687,500 $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Detail of accounts payable and accrued expenses as of December 31, 2022 and 2021 is as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, Accounts payable $ 669,231 $ 309,833 Credit card payable 29,454 28,683 Accrued interest 12,298 35,131 Accrued expenses and other 25,675 - Total accounts payable and accrued expenses $ 736,658 $ 373,647 |
LEASE PAYABLE (Tables)
LEASE PAYABLE (Tables) - Titan Trucking LLC [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF LEASE PAYABLE | SCHEDULE OF LEASE PAYABLE As of December 31, 2022 2021 Weighted average remaining lease term (in years) 2.08 3.08 Weighted average discount rate 7.57 % 7.57 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of December 31, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Fiscal Year Operating Lease Payments 2023 $ 107,930 2024 111,168 2025 9,287 Total minimum lease payments 228,385 Less: imputed interest (17,852 ) Present value of future minimum lease payments $ 210,533 Current operating lease liabilities 95,243 Non-current operating lease liabilities 115,290 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) - Titan Trucking LLC [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF NOTES PAYABLE | The Company borrows funds from various creditors to finance equipment and vehicles and acquisitions consisting of the following: SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 Lender Maturity Interest Monthly Payment Short-Term Long-Term Short-Term Long-Term % $ $ $ $ $ Loans Fifth Third Bank (PPP) ** 2/8/22 - 5/24/22 - - - - 812,304 - WTI Global On demand 7.00 - 170,000 - - - Collateralized Loans Peoples United 11/10/23 5.75 16,614 177,539 - 165,337 177,539 M&T Bank 2/23/25 8.78 13,000 121,927 321,192 128,191 443,120 Daimler Truck 5/14/23 - 9/29/23 4.95 - 6.00 2,487 - 2,762 74,873 53,429 138,374 216,560 Ascentium Capital 5/5/27 - 6/5/27 3.75 - 5.82 4,812 - 5,935 152,467 587,991 - - Balboa Capital 8/13/27 9.68 4,860 38,895 179,433 - - Blue Bridge Financial 8/10/27 12.18 1,442 10,394 50,951 - - Financial Pacific 7/15/27 - 10/15/27 7.49 - 9.87 1,585 - 1,906 29,187 133,220 - - M2 Equipment 8/10/27 8.68 4,739 39,527 178,039 - - Meridian Equipment 7/12/27 9.32 3,118 25,518 113,606 - - Navitas 7/23/27 7.99 4,257 36,791 158,723 - - Pawnee 8/15/27 10.19 5,296 41,480 193,759 - - Signature 9/15/27 - 6/30/28 6.93 - 8.25 3,901 - 4,842 73,973 374,921 - - Trans Lease 2/20/27 9.75 4,838 40,524 157,569 - - Verdant 4/27/27 6.25 4,702 44,324 169,390 - - Western Equipment 8/15/27 8.93 4,989 41,186 186,605 - - Related Parties Titan Property On demand - - - - 1,204,532 - C. and M. Rizzo On demand 3.00 - - - 500,000 - M. Rizzo On demand 1.90 - - - 1,785,451 - J. Rizzo On demand 5.00 - - - 170,881 - 1,118,605 2,858,828 4,905,070 837,219 ** The Company applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $ 406,152 406,153 812,305 ** The Company applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $ 406,152 406,153 812,305 |
SCHEDULE OF PRINCIPAL MATURITIES PAYMENT | Principal maturities for the next five years and thereafter: SCHEDULE OF PRINCIPAL MATURITIES PAYMENT 2023 1,118,605 2024 806,510 2025 857,789 2026 723,597 2027 442,419 Thereafter 28,514 Total principal payments 3,977,434 Less: debt issuance costs (93,745 ) Total notes payable 3,883,689 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Incorporated date | Jan. 26, 2017 | |
Net loss | $ 658,663 | $ 588,050 |
Working capital deficit | 1,106,879 | 4,435,427 |
Operating activities | 312,264 | 506,660 |
Cash | 26,650 | $ 33,579 |
Investor [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash | $ 1,000,000 | |
Titan Trucking LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Ownership percentage | 100% |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Cash FDIC amount | $ 250,000 | |
Allowance for doubtful accounts | 77,690 | |
Subscriptions receivable | $ 200,000 | |
Finite intangible assets net | 10 years | |
Amortization expense | $ 6,663 | |
Long term debt | 93,745 | |
Advertising and marketing costs | $ 11,336 | $ 3,394 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 63% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 77% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 76% | 77% |
Trailers,Tractors, Shop Equipment Leasehold Improvements and Container [Member] | Minimum [Member] | ||
Product Information [Line Items] | ||
Trailers | 5 years | |
Trailers,Tractors, Shop Equipment Leasehold Improvements and Container [Member] | Maximum [Member] | ||
Product Information [Line Items] | ||
Trailers | 25 years |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - Titan Trucking LLC [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Employee retention credit | [1] | $ 422,845 | |
Other receivables | 1,241 | 3,171 | |
Total | $ 1,241 | $ 426,016 | |
[1]During 2021, the Company applied for the Employee Retention Credits (“ERC”) in the amount of $ 422,845 422,845 |
SCHEDULE OF OTHER RECEIVABLES_2
SCHEDULE OF OTHER RECEIVABLES (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Titan Trucking LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee retention credits | $ 422,845 | $ 422,845 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - Titan Trucking LLC [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | $ 6,741,605 | $ 4,103,087 |
Less: accumulated depreciation | (1,097,664) | (942,908) |
Net book value | 5,643,941 | 3,160,179 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 1,397,311 | |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 4,086,968 | 2,213,265 |
Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 1,197,357 | 1,829,853 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 40,380 | 40,380 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | $ 19,589 | $ 19,589 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | ||
Jun. 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Depreciation expense | $ 325,382 | $ 304,175 | |
Payments to acquire property, plant, and equipment | $ 3,349,628 | $ 47,177 | |
Asset Purchase Agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments to acquire property, plant, and equipment | $ 1,805,000 |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - Titan Trucking LLC [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Customer lists | $ 687,500 | |
Less: accumulated amortization | ||
Net book value | $ 687,500 |
INTANGIBLES, NET (Details Narra
INTANGIBLES, NET (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Amortization expense | $ 68,750 | ||
Note payable in exchange for intangible asset purchase | 170,000 | ||
Member contributions in exchange for intangible asset purchase | $ 517,500 | ||
Purchase Agreement [Member] | WTI Global Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments for intangible assets | $ 687,500 | ||
Note payable in exchange for intangible asset purchase | 170,000 | ||
Member contributions in exchange for intangible asset purchase | $ 517,500 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Titan Trucking LLC [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Accounts payable | $ 669,231 | $ 309,833 |
Credit card payable | 29,454 | 28,683 |
Accrued interest | 12,298 | 35,131 |
Accrued expenses and other | 25,675 | |
Total accounts payable and accrued expenses | $ 736,658 | $ 373,647 |
SCHEDULE OF LEASE PAYABLE (Deta
SCHEDULE OF LEASE PAYABLE (Details) - Titan Trucking LLC [Member] | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Operating lease, weighted average remaining lease term | 2 years 29 days | 3 years 29 days |
Operating lease, weighted average discount rate, percent | 7.57% | 7.57% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) - Titan Trucking LLC [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
2023 | $ 107,930 | |
2024 | 111,168 | |
2025 | 9,287 | |
Total minimum lease payments | 228,385 | |
Less: imputed interest | (17,852) | |
Present value of future minimum lease payments | 210,533 | |
Current operating lease liabilities | 95,243 | $ 85,303 |
Non-current operating lease liabilities | $ 115,290 | $ 210,533 |
LEASE PAYABLE (Details Narrativ
LEASE PAYABLE (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | ||||
Apr. 01, 2023 | Feb. 15, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Lease expiration date | Jan. 15, 2025 | ||||
Payments for rent | $ 8,251 | ||||
Straight rent | $ 8,479 | ||||
Operating Lease, Expense | $ 112,753 | $ 112,198 | $ 211,963 | ||
Subsequent Event [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Lease expiration date | Mar. 31, 2028 | ||||
Straight rent | $ 33,564 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Line of Credit Facility [Line Items] | |||
Notes payable, current | $ 1,118,605 | $ 4,905,070 | |
Notes payable, noncurrent | 2,785,531 | 837,219 | |
Notes payable, noncurrent | 2,858,828 | 837,219 | |
Related Party [Member] | |||
Line of Credit Facility [Line Items] | |||
Notes payable, current | 3,660,864 | ||
Fifth Third Bank (PPP) [Member] | Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | [1] | ||
Debt instrument, periodic payment | [1] | ||
Notes payable, current | [1] | 812,304 | |
Notes payable, noncurrent | [1] | ||
Fifth Third Bank (PPP) [Member] | Minimum [Member] | Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | [1] | Feb. 08, 2022 | |
Fifth Third Bank (PPP) [Member] | Maximum [Member] | Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | [1] | May 24, 2022 | |
WTI Global Inc. [Member] | Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 7% | ||
Debt instrument, periodic payment | |||
Notes payable, current | 170,000 | ||
Notes payable, noncurrent | |||
Debt instrument, maturity date | On demand | ||
Peoples United [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Nov. 10, 2023 | ||
Debt instrument, interest rate, stated percentage | 5.75% | ||
Debt instrument, periodic payment | $ 16,614 | ||
Notes payable, current | 177,539 | 165,337 | |
Notes payable, noncurrent | 177,539 | ||
M&T Bank [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Feb. 23, 2025 | ||
Debt instrument, interest rate, stated percentage | 8.78% | ||
Debt instrument, periodic payment | $ 13,000 | ||
Notes payable, current | 121,927 | 128,191 | |
Notes payable, noncurrent | 321,192 | 443,120 | |
Daimler Truck [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Notes payable, current | 74,873 | 138,374 | |
Notes payable, noncurrent | $ 53,429 | 216,560 | |
Daimler Truck [Member] | Minimum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | May 14, 2023 | ||
Debt instrument, interest rate, stated percentage | 4.95% | ||
Debt instrument, periodic payment | $ 2,487 | ||
Daimler Truck [Member] | Maximum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Sep. 29, 2023 | ||
Debt instrument, interest rate, stated percentage | 6% | ||
Debt instrument, periodic payment | $ 2,762 | ||
Ascentium Capital [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Notes payable, current | 152,467 | ||
Notes payable, noncurrent | $ 587,991 | ||
Ascentium Capital [Member] | Minimum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | May 05, 2027 | ||
Debt instrument, interest rate, stated percentage | 3.75% | ||
Debt instrument, periodic payment | $ 4,812 | ||
Ascentium Capital [Member] | Maximum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Jun. 05, 2027 | ||
Debt instrument, interest rate, stated percentage | 5.82% | ||
Debt instrument, periodic payment | $ 5,935 | ||
Balboa Capital [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Aug. 13, 2027 | ||
Debt instrument, interest rate, stated percentage | 9.68% | ||
Debt instrument, periodic payment | $ 4,860 | ||
Notes payable, current | 38,895 | ||
Notes payable, noncurrent | $ 179,433 | ||
Blue Bridge Financial [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Aug. 10, 2027 | ||
Debt instrument, interest rate, stated percentage | 12.18% | ||
Debt instrument, periodic payment | $ 1,442 | ||
Notes payable, current | 10,394 | ||
Notes payable, noncurrent | 50,951 | ||
Financial Pacific [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Notes payable, current | 29,187 | ||
Notes payable, noncurrent | $ 133,220 | ||
Financial Pacific [Member] | Minimum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Jul. 15, 2027 | ||
Debt instrument, interest rate, stated percentage | 7.49% | ||
Debt instrument, periodic payment | $ 1,585 | ||
Financial Pacific [Member] | Maximum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Oct. 15, 2027 | ||
Debt instrument, interest rate, stated percentage | 9.87% | ||
Debt instrument, periodic payment | $ 1,906 | ||
M2 Equipment [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Aug. 10, 2027 | ||
Debt instrument, interest rate, stated percentage | 8.68% | ||
Debt instrument, periodic payment | $ 4,739 | ||
Notes payable, current | 39,527 | ||
Notes payable, noncurrent | $ 178,039 | ||
Meridian Equipment [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Jul. 12, 2027 | ||
Debt instrument, interest rate, stated percentage | 9.32% | ||
Debt instrument, periodic payment | $ 3,118 | ||
Notes payable, current | 25,518 | ||
Notes payable, noncurrent | $ 113,606 | ||
Navitas [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Jul. 23, 2027 | ||
Debt instrument, interest rate, stated percentage | 7.99% | ||
Debt instrument, periodic payment | $ 4,257 | ||
Notes payable, current | 36,791 | ||
Notes payable, noncurrent | $ 158,723 | ||
Pawnee [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Aug. 15, 2027 | ||
Debt instrument, interest rate, stated percentage | 10.19% | ||
Debt instrument, periodic payment | $ 5,296 | ||
Notes payable, current | 41,480 | ||
Notes payable, noncurrent | 193,759 | ||
Signature [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Notes payable, current | 73,973 | ||
Notes payable, noncurrent | $ 374,921 | ||
Signature [Member] | Minimum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Sep. 15, 2027 | ||
Debt instrument, interest rate, stated percentage | 6.93% | ||
Debt instrument, periodic payment | $ 3,901 | ||
Signature [Member] | Maximum [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Jun. 30, 2028 | ||
Debt instrument, interest rate, stated percentage | 8.25% | ||
Debt instrument, periodic payment | $ 4,842 | ||
Trans Lease [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Feb. 20, 2027 | ||
Debt instrument, interest rate, stated percentage | 9.75% | ||
Debt instrument, periodic payment | $ 4,838 | ||
Notes payable, current | 40,524 | ||
Notes payable, noncurrent | $ 157,569 | ||
Verdant [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Apr. 27, 2027 | ||
Debt instrument, interest rate, stated percentage | 6.25% | ||
Debt instrument, periodic payment | $ 4,702 | ||
Notes payable, current | 44,324 | ||
Notes payable, noncurrent | $ 169,390 | ||
Western Equipment [Member] | Collateralized Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Aug. 15, 2027 | ||
Debt instrument, interest rate, stated percentage | 8.93% | ||
Debt instrument, periodic payment | $ 4,989 | ||
Notes payable, current | 41,186 | ||
Notes payable, noncurrent | $ 186,605 | ||
Titan Property [Member] | Related Party [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | |||
Debt instrument, periodic payment | |||
Notes payable, current | 1,204,532 | ||
Notes payable, noncurrent | |||
Debt instrument, maturity date | On demand | ||
C. and M. Rizzo [Member] | Related Party [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3% | ||
Debt instrument, periodic payment | |||
Notes payable, current | 500,000 | ||
Notes payable, noncurrent | |||
Debt instrument, maturity date | On demand | ||
M. Rizzo [Member] | Related Party [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 1.90% | ||
Debt instrument, periodic payment | |||
Notes payable, current | 1,785,451 | ||
Notes payable, noncurrent | |||
Debt instrument, maturity date | On demand | ||
J. Rizzo [Member] | Related Party [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 5% | ||
Debt instrument, periodic payment | |||
Notes payable, current | 170,881 | ||
Notes payable, noncurrent | |||
Debt instrument, maturity date | On demand | ||
[1]The Company applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $ 406,152 406,153 812,305 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 01, 2021 | May 05, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Loan payable | $ 406,153 | $ 406,152 | |
Debt forgiveness | $ 812,305 |
SCHEDULE OF PRINCIPAL MATURITIE
SCHEDULE OF PRINCIPAL MATURITIES PAYMENT (Details) - Titan Trucking LLC [Member] | Dec. 31, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
2023 | $ 1,118,605 |
2024 | 806,510 |
2025 | 857,789 |
2026 | 723,597 |
2027 | 442,419 |
Thereafter | 28,514 |
Total principal payments | 3,977,434 |
Less: debt issuance costs | (93,745) |
Total notes payable | $ 3,883,689 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Stock issued | $ 4,505,646 | |
Additional contribution paid | 517,500 | |
Subscription receivable in exchange for equity | $ 200,000 |
BENEFIT PLAN (Details Narrative
BENEFIT PLAN (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Multiemployer Plan [Line Items] | ||
Payments to employees | $ 22,500 | |
Defined benefit plan percentage of match | 50% | |
Defined benefit plan vesting percentage | 100% | |
Employer contribution | $ 11,164 | $ 10,957 |
Maximum [Member] | ||
Multiemployer Plan [Line Items] | ||
Defined benefit plan percentage of match | 3% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Titan Trucking LLC [Member] - USD ($) | 1 Months Ended | ||
May 19, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Notes payable | $ 3,883,689 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Notes payable | $ 592,470 | ||
Debt instrument maturity date | Apr. 30, 2028 | ||
Debt instrument, desscription | Interest accrues at 10.5% per annum for the first twelve months and shall increase 0.5 basis points on each anniversary of the note. The Company shall make interest-only payments for the first 60 months of the note and pay the principal in full on the fifth anniversary of the note. | ||
Interest rate percentage | 10.50% | ||
Subsequent Event [Member] | Titan Merger Agreement [Member] | Series C Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 630,900 |