Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Explanatory Note Regarding Reincorporation: The registrant, a Nevada corporation, originally filed this registration statement under the name TraQiQ, Inc., a California corporation. On January 10, 2024, the registrant completed the reincorporation of the registrant in the state of Nevada through the merger of the registrant with and into Titan Environmental Solutions Inc., a wholly-owned, newly-formed Nevada subsidiary formed specifically for this purpose. |
Entity Registrant Name | TITAN ENVIRONMENTAL SOLUTIONS INC. |
Entity Central Index Key | 0001514056 |
Entity Primary SIC Number | 4212 |
Entity Tax Identification Number | 30-0580318 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1931 Austin Drive Troy |
Entity Address, State or Province | MI |
Entity Address, Postal Zip Code | 48083 |
City Area Code | (248) |
Local Phone Number | 775-7400 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1931 Austin Drive Troy |
Entity Address, State or Province | MI |
Entity Address, Postal Zip Code | 48083 |
City Area Code | (248) |
Local Phone Number | 775-7400 |
Contact Personnel Name | Glen Miller |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | |||
Cash and cash equivalents | $ 598,416 | $ 26,650 | |
Accounts receivable, net | 1,194,047 | 517,583 | |
Subscriptions receivable | 200,000 | ||
Other receivables | 5,627 | 1,241 | |
Prepaid expenses and other current assets | 243,580 | 128,689 | |
Inventory | 350,870 | ||
Total Current Assets | 2,392,540 | 874,163 | |
Property and equipment, net | 5,404,424 | 5,643,941 | |
Intangible assets, net | 10,904,388 | 687,500 | |
Goodwill | 6,650,621 | ||
Other assets | 8,251 | 8,251 | |
Operating lease right-of-use asset, net | 1,420,803 | 194,112 | |
Total Non-current Assets | 24,388,487 | 6,533,804 | |
TOTAL ASSETS | 26,781,027 | 7,407,967 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 2,910,768 | 736,658 | |
Customer deposits | 316,829 | ||
Accrued payroll and related taxes | 168,563 | 50,983 | |
Derivative liability | 25,909 | ||
Operating lease liability | 306,747 | 95,243 | |
Total Current Liabilities | 10,714,406 | 1,981,042 | |
Operating lease liability, net of current portion | 1,188,079 | 115,290 | |
Total Non-current Liabilities | 4,218,117 | 2,900,821 | |
Total Liabilities | 14,932,523 | 4,881,863 | |
MEMBERS’ EQUITY (DEFICIENCY) | |||
Members’ equity (deficiency) | 2,526,104 | ||
Common stock, par value, $0.0001, 300,000,000 shares authorized, 15,134,545 and 0 issued and outstanding, respectively | 1,513 | ||
Additional paid in capital | 154,002,798 | ||
Accumulated deficit | (142,155,870) | ||
Total Members’ Equity (Deficiency) | 11,848,504 | 2,526,104 | $ (2,038,379) |
TOTAL LIABILITIES AND MEMBERS’ EQUITY (DEFICIENCY) | 26,781,027 | 7,407,967 | |
Titan Trucking LLC [Member] | |||
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 | |
Notes payable, net of current portion and discounts – related party | 2,858,828 | 837,219 | |
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 | |
Series A convertible preferred stock [Member] | |||
MEMBERS’ EQUITY (DEFICIENCY) | |||
Preferred stock value | |||
Series B Convertible Preferred Stock [Member] | |||
MEMBERS’ EQUITY (DEFICIENCY) | |||
Preferred stock value | |||
Series C Convertible Preferred Stock [Member] | |||
MEMBERS’ EQUITY (DEFICIENCY) | |||
Preferred stock value | 63 | ||
Nonrelated Party [Member] | |||
Current Liabilities: | |||
Convertible notes payable, net of discounts – related party | 2,739,090 | ||
Notes payable, net of discounts | 3,722,838 | 1,098,158 | |
Notes payable, net of current portion and discounts – related party | 2,396,568 | 2,785,531 | |
Nonrelated Party [Member] | Titan Trucking LLC [Member] | |||
Current Liabilities: | |||
Notes payable, net | 1,098,158 | 1,244,206 | |
Related Party [Member] | |||
Current Liabilities: | |||
Convertible notes payable, net of discounts – related party | 523,662 | ||
Notes payable, net | |||
Notes payable, net of current portion and discounts – related party | 633,470 | ||
Long-term notes, net of deferred financing costs | $ 633,470 | ||
Related Party [Member] | Titan Trucking LLC [Member] | |||
Current Liabilities: | |||
Notes payable, net | $ 3,660,864 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 15,134,545 | 0 |
Common stock, shares outstanding | 15,134,545 | 0 |
Series A convertible preferred stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 630,900 | 0 |
Preferred stock shares outstanding | 630,900 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
REVENUE | $ 5,568,224 | $ 2,823,911 | ||
COST OF REVENUES | 4,703,784 | 2,868,070 | ||
GROSS LOSS | 864,440 | (44,159) | ||
OPERATING EXPENSES: | ||||
Salaries and salary related costs | 1,177,855 | 330,120 | ||
Stock-based compensation | 5,590,485 | |||
Professional fees | 2,131,902 | 103,247 | ||
Depreciation and amortization | 674,879 | 4,997 | ||
General and administrative expenses | 682,583 | 194,889 | ||
Total Operating Expenses | 10,257,704 | 633,253 | ||
OPERATING LOSS | (9,393,264) | (677,412) | ||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | 33,261 | |||
Interest expense, net of interest income | (676,726) | (107,816) | ||
Other income | 141,468 | 661,465 | ||
Goodwill impairment | (15,669,287) | |||
Loss on extinguishment and on issuance of share rights | (116,591,322) | |||
Total other income (expense) | (132,762,606) | 553,649 | ||
Provision for income taxes | ||||
NET LOSS | $ (142,155,870) | $ (123,763) | ||
LOSS PER UNIT (BASIC AND DILUTED) | ||||
Net loss per unit basic | $ (1.05) | |||
Net loss per unit diluted | $ (1.05) | |||
Weighted-average units outstanding basic | 135,720,702 | |||
Weighted-average units outstanding diluted | 135,720,702 | |||
Titan Trucking LLC [Member] | ||||
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) | ||||
Net loss per unit basic | $ (6,587) | $ (5,881) | ||
Net loss per unit diluted | $ (6,587) | $ (5,881) | ||
Weighted-average units outstanding basic | 100 | 100 | ||
Weighted-average units outstanding diluted | 100 | 100 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) - USD ($) | Members Equity Deficiency [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Titan Trucking LLC [Member] |
Balance at Dec. 31, 2020 | $ (1,450,329) | ||||||||
Net Income (loss) | (588,050) | ||||||||
Balance at Dec. 31, 2021 | $ (2,038,379) | $ (2,038,379) | (2,038,379) | ||||||
Balance, shares at Dec. 31, 2021 | |||||||||
Net Income (loss) | 494,127 | 494,127 | |||||||
Balance at Mar. 31, 2022 | (1,544,252) | (1,544,252) | |||||||
Balance, shares at Mar. 31, 2022 | |||||||||
Balance at Dec. 31, 2021 | (2,038,379) | (2,038,379) | (2,038,379) | ||||||
Balance, shares at Dec. 31, 2021 | |||||||||
Net Income (loss) | (123,763) | ||||||||
Balance at Sep. 30, 2022 | 1,500,308 | (1,500,308) | |||||||
Balance, shares at Sep. 30, 2022 | |||||||||
Balance at Dec. 31, 2021 | (2,038,379) | (2,038,379) | (2,038,379) | ||||||
Balance, shares at Dec. 31, 2021 | |||||||||
Net Income (loss) | (658,663) | ||||||||
Contributions | 5,223,146 | ||||||||
Balance at Dec. 31, 2022 | 2,526,104 | 2,526,104 | 2,526,104 | ||||||
Balance, shares at Dec. 31, 2022 | |||||||||
Balance at Mar. 31, 2022 | (1,544,252) | (1,544,252) | |||||||
Balance, shares at Mar. 31, 2022 | |||||||||
Net Income (loss) | (340,761) | (340,761) | |||||||
Balance at Jun. 30, 2022 | (1,885,013) | (1,885,013) | |||||||
Balance, shares at Jun. 30, 2022 | |||||||||
Net Income (loss) | (277,129) | (277,129) | |||||||
Member contribution | 3,662,450 | 3,662,450 | |||||||
Balance at Sep. 30, 2022 | 1,500,308 | (1,500,308) | |||||||
Balance, shares at Sep. 30, 2022 | |||||||||
Balance at Dec. 31, 2022 | 2,526,104 | 2,526,104 | 2,526,104 | ||||||
Balance, shares at Dec. 31, 2022 | |||||||||
Settlement of note due to contribution | 170,000 | 170,000 | |||||||
Net Income (loss) | (664,601) | (664,601) | |||||||
Balance at Mar. 31, 2023 | 2,031,503 | 2,031,503 | |||||||
Balance, shares at Mar. 31, 2023 | |||||||||
Balance at Dec. 31, 2022 | 2,526,104 | 2,526,104 | $ 2,526,104 | ||||||
Balance, shares at Dec. 31, 2022 | |||||||||
Net Income (loss) | (142,155,870) | ||||||||
Balance at Sep. 30, 2023 | $ 63 | $ 1,513 | 154,002,798 | (142,155,870) | 11,848,504 | ||||
Balance, shares at Sep. 30, 2023 | 630,900 | 15,134,545 | |||||||
Balance at Mar. 31, 2023 | 2,031,503 | 2,031,503 | |||||||
Balance, shares at Mar. 31, 2023 | |||||||||
Net Income (loss) | (22,904,048) | (22,904,048) | |||||||
Effect of reverse acquisition | (2,031,503) | $ 147 | $ 63 | $ 3,395 | 30,088,068 | (664,601) | 27,395,569 | ||
Effect of reverse acquisition, shares | 1,470,135 | 630,900 | 33,952,778 | ||||||
Share-based compensation | $ 7 | $ 30 | 5,588,170 | 5,588,207 | |||||
Share-based compensation, shares | 70,100 | 300,000 | |||||||
Balance at Jun. 30, 2023 | $ 147 | $ 70 | $ 3,425 | 35,676,238 | (23,568,649) | 12,111,231 | |||
Balance, shares at Jun. 30, 2023 | 1,470,135 | 701,000 | 34,252,778 | ||||||
Net Income (loss) | (118,587,221) | (118,587,221) | |||||||
Share-based compensation | 2,278 | 2,278 | |||||||
Cancelation of Series C Preferred Stock for options | $ (7) | 7 | |||||||
Cancelation of Series C Preferred Stock for options, shares | (70,100) | ||||||||
Exchange of debt, preferred stock and common stock for common stock rights | $ (147) | $ (1,912) | 118,324,275 | 118,322,216 | |||||
Exchange of debt, preferred stock and common stock for common stock rights, shares | (1,470,135) | (19,118,233) | |||||||
Balance at Sep. 30, 2023 | $ 63 | $ 1,513 | $ 154,002,798 | $ (142,155,870) | $ 11,848,504 | ||||
Balance, shares at Sep. 30, 2023 | 630,900 | 15,134,545 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | |||||||||
Net loss | $ (118,587,221) | $ (664,601) | $ (277,129) | $ 494,127 | $ (142,155,870) | $ (123,763) | |||
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||||||||
Goodwill impairment | 15,669,287 | ||||||||
Employee Retention Credits | 422,845 | ||||||||
Forgiveness of debt | (91,804) | (812,304) | |||||||
Depreciation and amortization | 781,546 | 225,640 | |||||||
Stock-based compensation | 5,590,485 | ||||||||
Change in fair value of derivative liability and derivative expense | (33,261) | ||||||||
Amortization of discounts and convertible options on debt | 265,156 | 5,418 | |||||||
Loss on extinguishment of convertible notes | 116,591,322 | ||||||||
Loss on sale of property and equipment | 151,767 | ||||||||
Change in assets and liabilities: | |||||||||
Accounts receivable | (307,126) | (199,205) | |||||||
Prepaid expenses and other current assets | (97,074) | (147,582) | |||||||
Other receivables | (4,386) | (14,231) | |||||||
Inventory | 65,176 | ||||||||
Operating lease right-of-use asset | 185,160 | 61,085 | |||||||
Accounts payable and accrued expenses | 1,413,596 | 355,115 | |||||||
Customer deposits | 5,285 | 21,238 | |||||||
Accrued payroll and payroll taxes | 96,503 | ||||||||
Operating lease liability | (127,558) | (63,304) | |||||||
Total adjustments | 1,229,576 | 13,116 | |||||||
Net cash used in operating activities | (2,153,563) | (117,281) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
Net cash received in reverse acquisition | 69,104 | ||||||||
Acquisition of property and equipment | (173,625) | (3,254,502) | |||||||
Disposal of property and equipment | 97,319 | 281,819 | |||||||
Net cash provided by (used in) investing activities | (7,202) | (2,972,683) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
Subscription receivable | 200,000 | ||||||||
Loan origination fees | (99,950) | ||||||||
Member Contribution from Subscription Receivable | 360,354 | ||||||||
Proceeds from convertible notes | 2,595,000 | ||||||||
Repayment of convertible notes | (101,008) | ||||||||
Proceeds from convertible notes - related parties | 500,000 | ||||||||
Proceeds from notes payable | 123,574 | 3,197,978 | |||||||
Repayments of notes payable | (1,218,504) | (517,838) | |||||||
Proceeds from note payables - related parties | 841,373 | 572,241 | |||||||
Repayment of notes payable - related parties | (207,904) | (347,905) | |||||||
Net cash provided by financing activities | 2,732,531 | 3,164,880 | |||||||
NET DECREASE IN CASH | 571,766 | 74,916 | |||||||
CASH – BEGINNING OF YEAR | 26,650 | 33,579 | 26,650 | 33,579 | $ 33,579 | ||||
CASH – END OF YEAR | $ 598,416 | $ 108,495 | 598,416 | 108,495 | 26,650 | $ 33,579 | |||
CASH PAID DURING THE YEAR FOR: | |||||||||
Interest expense | 275,540 | 134,980 | |||||||
Income taxes | |||||||||
SUPPLEMENTAL NON-CASH DISCLOSURES OF CASH FLOW: | |||||||||
Member contributions in exchange for loans payable | 2,306,095 | ||||||||
Subscription receivable in exchange for equity | 995,000 | ||||||||
Non-cash transactions related to reverse acquisition | 27,162,222 | ||||||||
Settlement of note payable | 170,000 | ||||||||
Titan Trucking LLC [Member] | |||||||||
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) | |||||||
Bad debt expense | 77,690 | ||||||||
Forgiveness of PPP loans | (812,305) | ||||||||
Depreciation and amortization | 325,382 | 304,175 | |||||||
Amortization of loan origination fees | 6,663 | ||||||||
Loss on sale of property and equipment | 168,208 | 262,264 | |||||||
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 | $ 26,650 | $ 33,579 | $ 26,650 | $ 33,579 | 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 | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS TraQiQ, Inc. (“TraQiQ” or along with its wholly owned subsidiaries, referred to herein as the “Company”) is engaged in the full-service solution of waste management. The Company is based out of Troy, Michigan and offers a comprehensive package of waste reduction, collection, recycling, and technology-enabled solutions to support customer demand. The Company operates two distinct lines of business. The Company’s wholly-owned subsidiary, Titan Trucking, LLC (“Titan”), is a non-hazardous solid waste management company providing waste and recycling collection and transportation services for industrial generators, commercial contractors and transfer station operators in Michigan. Titan maintains a fleet of roll off and tractor trailer trucks to perform its services. The Company’s wholly-owned subsidiary Recoup Technologies, Inc. (“Recoup”), provides technology-enabled solutions for food waste processing, including onsite digestors for food waste along with cloud-based software tracking and analytics solutions. On May 19, 2023, the Company completed its acquisition of Titan and Titan’s wholly owned subsidiary, Senior Trucking, LLC (“Senior”). In accordance with ASC 805 - Business Combinations On July 28, 2023 the Company, its wholly owned subsidiary TraQiQ Solutions, Inc (“Ci2i”), and Ajay Sikka (“Sikka”), a director of the Company and its former chief executive officer, signed an Assignment of Stock Agreement (the “Assignment Agreement”). Under the terms of the Assignment Agreement, the Company assigned and transferred to Sikka all of the rights, title, and interests in the issued and outstanding equity interests of Ci2i in exchange for consideration of $ 1 209,587 March 31, 2023 Financial Statements In connection with the preparation of the Company’s condensed consolidated financial statements reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, (collectively, “the second quarter financial statements”), the Company identified errors in its previously-issued financial statements as of and for the period ending March 31, 2023. Management determined that these financial statements incorrectly accounted for the January 5, 2023, acquisition of the Recoup digester business assets as a business combination instead of as an asset acquisition under the guidance enumerated in FASB ASC 805. The result of the change was to remove goodwill previously recorded ($ 7.2 112 The Company’s acquisition of Titan on May 19, 2023 (Note 3 – Business Combinations) (the “Titan Merger”) was treated as a reverse acquisition under ASC 805 for financial reporting purposes, with TraQiQ as the legal acquirer and Titan as the accounting acquirer. Titan’s historical consolidated financial statements have replaced TraQiQ’s historical consolidated financial statements with respect to periods prior to the completion of the Titan Merger. Therefore, management believes the accounting errors identified do not impact the historical consolidated financial statements presented herein. Going Concern The Company’s consolidated financial statements as of September 30, 2023 and December 31, 2022 are prepared using accounting principles generally accepted in the United States of America (“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 nine months ended September 30, 2023, the Company had a net loss of $ 142,155,870 8,321,866 1,106,879 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. On July 17, 2023, the Company converted $ 1,944,000 75,263 2,178,000 |
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 | 9 Months Ended |
Sep. 30, 2023 | |
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 unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes for complete financial statements. In the opinion of management, all adjustments (consistent of normal recurring accruals and adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. Results for the interim periods should not be considered indicative of results to be expected for a full year. The Company adopted a December 31 fiscal year-end for financial statement purposes. Principles of Consolidation and Basis of Accounting The consolidated financial statements include the accounts of TraQiQ, Inc and its wholly owned subsidiaries. All material inter-company accounts and transactions have been eliminated. The Company’s policy is to prepare its consolidated 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 GAAP 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset 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 assets 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. 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 estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. As of September 30, 2023 and December 31, 2022, the Company allocated $ 77,690 413,723 Subscriptions Receivable Subscription receivable consists of units that have been issued with subscriptions that have not yet been settled. As of September 30, 2023 and December 31, 2022, there were $ 0 200,000 Inventory Inventories primarily consist of parts for our digester business purchased for resale. Inventory is stated at the lower of cost (first-in, first-out) or net realizable value. Management reviews the age of inventories for obsolescence and determined that a reserve for obsolescence was not required as of September 30, 2023. Property and Equipment, net Property and equipment is 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 condensed 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 September 30, 2023 and December 31, 2022. Finite Long-lived Intangible Assets, Net Finite long-lived intangible assets are recorded at their estimated fair value at the date of acquisition. Finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the finite intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Titan acquired the finite intangible asset, customer lists, as part of the acquisition of WTI Global, Inc. during the year ended December 31, 2022. The Company also recognized finite intangible intellectual property, noncompete agreement and tradename assets from its reverse acquisition with Titan (Note 3 – Business Combinations). Finite long-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 finite long-lived intangible assets as of September 30, 2023 and December 31, 2022. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, as stated below: SCHEDULE OF FINITE LONG-LIVED INTANGIBLE ASSETS ESTIMATED USEFUL LIFE Finite Long-lived Intangible Assets Categories Estimated Useful Life Customer Lists 10 Intellectual Property 10 Noncompete agreement 5 Tradenames 10 Goodwill Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. Goodwill has an indefinite lifespan and is not amortized. The Company evaluates goodwill for impairment at least annually and record an impairment charge when the carrying amount of a reporting unit with goodwill exceeds the fair value of the reporting unit. The Company has two reporting units, Titan and Recoup. The Company assesses qualitative factors to determine if it is necessary to conduct a quantitative goodwill impairment test. If deemed necessary, a quantitative assessment of the reporting unit’s fair value is conducted and compared to its carrying value in order to determine the impairment charge. Due to the reverse acquisition with Titan, the Company recognized goodwill of $ 22,319,908 The fair value of the Recoup reporting unit was estimated using an income approach and included assumptions related to estimates of future revenue and operating expenses, long-term growth rates, a technology obsolescence rate, and a discount rate. The quantitative impairment test indicated a fair value of the reporting unit that was lower than it’s carrying value, and as a result, the goodwill was impaired with an impairment expense of $ 15,669,287 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, inclusive of original issue discounts, relating to convertible note payables and note payables granted to the Company. The Company amortizes loan origination fees over the life of the note (Note 9 – Note Payables and Note 10 – Convertible Note Payable). Amortization expense of loan issuance fees for the nine months ended September 30, 2023 and 2022 was $ 210,225 and $ 450 , respectively. The net amounts of $ 577,480 and $ 93,744 were netted against the outstanding notes payable as of September 30, 2023 and December 31, 2022, respectively. Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 quoted prices in active markets include cash and cash equivalents. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, short-term notes payable, accounts payable and accrued expenses. The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current market rates. The Company measured its derivative liabilities at fair value on a recurring basis using level 3 inputs. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with the FASB ASC Topic 815 “ Derivatives and Hedging Valuations derived from various models are subject to ongoing internal and external verification and review. The Company determined the fair value of the derivative liability as of September 30, 2023 using the Black-Scholes pricing model for its derivative liability from warrants and a Monte Carlo pricing model for its derivative liabilities from convertible note payables. The inputs used involve management’s judgement and may impact net income (loss). Revenue Recognition The Company records revenue based on a five-step model in accordance with FASB ASC 606, Revenue from Contracts with Customers 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. 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. 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. For waste collection and disposal services the Company invoices its customers with standard 30-day payment terms without any significant financing terms. The Company also recognizes operating revenues from its product sales, such as sales of digester equipment and parts. Performance obligations from product sales are satisfied at the point in time when products are shipped to the customer, which is when the customer has title and control. Therefore, the Company’s product sale contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of products. When revenue is earned on digester equipment related services, such as management advisory fees and digester maintenance and repair services, fees are recognized as the services are performed based on service milestones. For product sales, the Company invoices its customers with standard 30-day payment terms without any significant financing terms. The following is a summary of revenue disaggregated by type for the nine ended September 30, 2023 and 2022: SUMMARY OF DISAGGREGATION OF REVENUE 2023 2022 Nine Months Ended September 30, 2023 2022 Product sales $ 935,209 $ - Waste collection and disposal 4,633,015 2,823,911 Total revenue $ 5,568,224 $ 2,823,911 Concentration Risk The Company performs a regular review of customer activity and associated credit risks. As of September 30, 2023, three customers accounted for approximately 51 63 During the nine months ended September 30, 2023, one customer accounted for approximately 35 % of total revenues generated. During the nine months ended September 30, 2022, two customers accounted for approximately 68 % of total revenues generated. 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 Share Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2023 and September 30, 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Series C preferred stock 63,090,000 - Warrants 108,734 - Convertible notes 17,680 - Total common stock equivalents 63,216,414 - As further described in Note 3 – Business Combinations, under applicable accounting principles, the historical financial results of Titan prior to May 19, 2023 replace the historical financial statements for the period prior to May 19, 2023. Titan’s equity structure, prior to the combination with the TraQiQ, was a limited liability company, resulting in all components of equity attributable to the members being reported within Member’s Equity. Given that Titan was a limited liability company, net loss prior to the reverse acquisition is not applicable for purposes of calculating loss per share. The Company has assessed the Series A Right to Receive Common Stock (“Series A Rights”) and the Series B Rights to Receive Common Stock (“Series B Rights”) for appropriate balance sheet classification and concluded that the Series A Rights and Series B Rights are freestanding equity-linked financial instruments that meet the criteria for equity classification under ASC 480 and ASC 815. In accordance with ASC 260 Earnings per Share Income Taxes and Uncertain Tax Positions Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows FASB ASC 740-10, “ Accounting for Uncertainty in Income Taxes TraQiQ, Inc. files a tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. Prior to the sale of its subsidiary TraQiQ Solutions, Inc., TraQiQ Inc. and TraQiQ Solutions Inc filed a consolidated tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. Recoup files a tax return in the U.S. federal tax jurisdiction and the State of Delaware. Prior to the Titan Merger, Titan, with consent from its shareholders, had 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. For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Therefore, following the Titan Merger, Titan is to be taxed as a “C” corporation in the U.S. federal tax jurisdiction and in various state tax jurisdictions. The U.S. federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities. U.S. federal income tax returns have a default audit examination window of three years, and an examination window of six years when there are substantial omissions or errors on the return. There is no statute of limitations for fraudulent or false returns, or for returns which were never filed. The company is subject to various state tax jurisdictions, which generally have an examination window of four years for income tax returns. Advertising and Marketing Costs Costs associated with advertising are charged to expense as occurred. For the nine months ended September 30, 2023 the advertising and marketing costs were $ 24,918 . Advertising and marketing costs for the nine months ended September 30, 2022 were $ 4,982 Recently Issued Accounting Standards The Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC and determined that these pronouncements do not have a material impact on the Company’s current or anticipated consolidated financial statement presentation or disclosures. Recently Adopted Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) |
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 % of accounts receivable. During the year ended December 31, 2021, two customers accounted for more than 77 % of total accounts receivable. 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. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 – BUSINESS COMBINATIONS Titan Trucking, LLC Reverse Acquisition The Company, the Company’s subsidiary Titan Merger Sub Corp. (“Merger Sub”), Titan and the owners of Titan (“Titan owners”) entered into a merger agreement (the “Titan Merger Agreement”) on May 19, 2023 (the “acquisition date”). Pursuant to the terms of the Titan Merger Agreement, Merger Sub was merged with and into Titan on the acquisition date with Titan surviving as a wholly-owned subsidiary of the Company (the “Titan Merger”). For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Under the terms of the Titan Merger Agreement, the Company agreed to pay the Titan owners 630,900 70,100 In accordance with ASC 805 – Business Combinations Titan was deemed to be the accounting acquirer based on the following facts and circumstances: (1) the Titan owners owned approximately 65 The Company accounted for the Titan Merger as a reverse acquisition using acquisition accounting. Because the Titan Merger qualifies as a reverse acquisition and given that Titan was a private company at the time of the Titan Merger and therefore its value was not readily determinable, the fair value of the merger consideration was deemed to be equal to quoted market capitalization of the Company at the acquisition date. The purchase consideration was as follows: SCHEDULE OF PURCHASE CONSIDERATION TraQiQ, Inc. market capitalization at closing $ 27,162,222 Total purchase consideration $ 27,162,222 The Company recorded all tangible and intangible assets and liabilities at their preliminary estimated fair values on the acquisition date. The Company is currently in the process of finalizing the estimated fair values with a third-party specialist. The following represents the allocation of the estimated purchase consideration: SCHEDULE OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED AND LIABILITIES ASSUMED AT THEIR PRELIMINARY ESTIMATED FAIR VALUES Preliminary Estimated Description Fair Value Assets: Cash $ 69,104 Accounts receivable 369,338 Prepaid expenses and other current assets 17,893 Inventory 416,046 Fixed assets 1,134 Intangible assets 10,681,477 Goodwill 22,319,908 Assets acquired total $ 33,874,900 Liabilities: Accounts payable and accrued expenses $ (1,009,993 ) Customer deposits (311,544 ) Accrued payroll and related taxes (21,077 ) Derivative liability (219,171 ) Convertible notes payable (1,466,382 ) Convertible notes payable – related parties (102,851 ) Notes payable (3,579,160 ) Notes payable – related parties (2,500 ) Liabilities acquired total $ (6,712,678 ) Net fair value of assets (liabilities) $ 27,162,222 The Company assessed the fair values of the tangible and intangible assets and liabilities and the amount of goodwill to be recognized as of the acquisition date. Fair values are preliminary and were based on management’s estimates and assumptions. The intangible assets acquired were specific to the Company’s Recoup subsidiary. The preliminary fair value of the intellectual property intangible asset was measured using the multiple periods excess earnings method (“MPEEM”). Significant inputs used to measure the fair value include an estimated useful life of ten ( 10 19.8 The preliminary fair value of the tradenames intangible asset was measured using the relief from royalty method. Significant inputs used to measure the fair value include an estimated projected revenue from the tradename, a pre-tax royalty rate of 1 19.8 The preliminary fair value of the noncompete agreement intangible asset was measured with a discounted cash flow analysis that compared projected cash flows during the noncompete agreement period with and without the agreement. Significant inputs used to measure the fair value include an estimate of time for the parties involved to identify the product, bring in the technology, and start the manufacturing process. As well as the estimated risk that the parties involved would choose to compete without the agreement in place and a discount rate of 19.8 5 Goodwill arising from the acquisition consisted of new customer relationships for the Company, access to new product market opportunities and expected growth opportunities. Total acquisition costs incurred were approximately $ 450,000 The approximate revenue and gross profit for TraQiQ (excluding the operations of Titan) from May 19, 2023 through September 30, 2023 was $ 935,209 546,902 The following supplemental pro-forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the year ended December 31, 2022: SCHEDULE OF SUPPLEMENTAL PRO-FORMA FINANCIAL INFORMATION Nine Months Ended Year Ended September 30, December 31, 2023 2022 Total revenue $ 5,936,731 $ 4,204,694 Net loss $ (122,348,055 ) $ (24,337,792 ) Pro forma loss per common share $ (1.46 ) $ (5.52 ) Pro forma weighted average number of common shares basic and diluted 84,039,244 4,410,595 The pro forma combined results of operations for the year ended December 31, 2022, include stock-based compensation of $ 5,590,485 15,669,287 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET Fixed assets consist of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF PROPERTY AND EQUIPMENT, NET September 30, December 31, 2023 2022 Containers $ 1,520,886 $ 1,397,311 Trucks and tractors 4,138,214 4,086,968 Trailers 1,033,259 1,197,357 Shop equipment 40,380 40,380 Leasehold improvements $ 19,589 $ 19,589 Property and equipment, gross 6,752,328 6,741,605 Less accumulated depreciation (1,347,904 ) (1,097,664 ) Net book value $ 5,404,424 $ 5,643,941 Depreciation expenses for the nine months ended September 30, 2023 were $ 316,957 . Depreciation expenses for the nine months ended September 30, 2022 were $ 225,640 . On June 10, 2022, Titan entered into an asset purchase agreement with Century Waste Management (“Century”) for consideration of approximately $ 1,805,000 |
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, NET 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 | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
INTANGIBLES, NET | NOTE 5 – INTANGIBLES, NET Intangible assets consisted of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF INTANGIBLE ASSETS September 30, December 31, 2023 2022 Customer Lists $ 687,500 $ 687,500 Intellectual Property 10,333,144 - Tradenames 275,447 - Noncompete Agreement 72,886 - Intangible assets, gross 72,886 - Less: accumulated amortization (464,589 ) - Net book value $ 10,904,388 $ 687,500 Intangible assets, net $ 10,904,388 $ 687,500 Amortization expense from intangible assets was $ 464,589 and $ 0 for the nine months ended September 30, 2023 and 2022, respectively. On December 9, 2022, Titan entered into a purchase agreement with WTI Global, Inc. (the “seller” or “WTI”) for consideration of approximately $ 687,500 687,500 170,000 517,500 As a result of the Titan Merger, the Company recorded $ 10,333,144 275,447 72,886 Future amortization expense from intangible assets as of September 30, 2023 were as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the Year Ended, December 31, Remainder of 2023 $ 298,798 2024 1,188,698 2025 1,185,450 2026 1,185,450 2027 1,185,450 Thereafter 5,860,542 Total remaining amortization expense $ 10,904,388 |
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 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 6 – GOODWILL The Company has two reporting units, Titan and Recoup. As of September 30, 2023 and December 31, 2022, the goodwill for both reporting units was $ 6,650,621 0 22,319,908 As a result of the historical net losses of TraQiQ, the Company concluded it was more likely than not that the fair value of the reporting unit was less than it’s carrying amount as of June 30, 2023. Therefore, the Company performed an impairment assessment of the goodwill. The fair value of the Recoup reporting unit was estimated using an income approach and included assumptions related to estimates of future revenue and operating expenses, long-term growth rates, a technology obsolescence rate, and a discount rate. The quantitative impairment test indicated a fair value of the reporting unit that was lower than it’s carrying value, and as a result, the goodwill was impaired with an impairment expense of $ 15,669,287 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, and 2022 was as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2023 2022 Accounts payable $ 2,481,160 $ 669,231 Credit card payable 141,345 29,454 Accrued interest 100,648 12,298 Accrued expenses and other payables 187,615 25,675 Total accounts payable and accrued expenses $ 2,910,768 $ 736,658 |
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 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
LEASES | NOTE 8 – LEASES As of September 30, 2023, Titan maintains two leases classified as operating leases. Leases with an initial term of 12 Titan has a 62 January 15, 2025 8,251 8,479 135,656 On April 1, 2023, Titan entered into a 60 March 31, 2028 5 29,113 1,572,000 1,411,851 SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES September 30, December 31, 2023 2022 Weighted average remaining lease term (in years) 4.20 2.08 Weighted average discount rate 7.92 % 7.57 % Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of September 30, 2023 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES For the Year Ended, December 31, Remainder of 2023 $ 94,549 2024 432,168 2025 366,287 2026 385,560 2027 400,982 Thereafter 102,211 Total minimum lease payments 1,781,757 Less: imputed interest (286,931 ) Present value of future minimum lease payments 1,494,826 Current operating lease liabilities 306,747 Non-current operating lease liabilities $ 1,188,079 The Company had operating lease expenses of $ 251,846 and $ 76,383 for the nine months ended September 30, 2023 and 2022, respectively. The Company records operating lease expense as a component of general and administrative expenses on the condensed consolidated statement of operations. |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
LEASES | NOTE 8 – LEASE PAYABLE LEASES 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 WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES 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 | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE The Company borrows funds from various creditors to finance its equipment, operations, and acquisitions. The collateralized loans below are secured by interest in the financed equipment. The Company’s notes payables balance as of September 30, 2023 and December 31, 2022, consisted of the following: SCHEDULE OF LONG-TERM DEBT September 30, December 31, 2023 2022 Current Non-current Current Non-current Loans: WTI Global Inc. (a) $ - $ - $ 170,000 $ - Collateralized Loans: Peoples United (b) 21,761 - 177,539 - M&T Bank (c) 130,193 222,488 121,927 321,192 Daimler Truck (d) 69,143 - 74,873 53,429 Ascentium Capital (e) 158,257 468,563 152,467 587,991 Balboa Capital (f) 41,810 147,701 38,895 179,433 Blue Bridge Financial (g) 11,383 42,286 10,394 50,951 Channel Equipment Finance (h) 17,503 103,389 - - Financial Pacific (i) 31,108 109,643 29,187 133,220 M2 Equipment (j) 42,177 146,067 39,527 178,039 Meridian Equipment Finance (k) 27,358 92,851 25,518 113,606 Navitas (l) 39,055 129,142 36,791 158,723 Pawnee (m) 44,761 159,766 41,480 193,759 Signature (n) 81,439 312,499 73,973 374,921 Trans Lease (o) 43,586 124,485 40,524 157,569 Verdant (p) 46,446 134,286 44,324 169,390 Western Equipment (q) 44,027 153,220 41,186 186,605 Issued prior to Titan Merger: Michaelson Capital (r) 2,732,090 - - - Loanbuilder (s) 87,596 123,477 - - Individual (t) 25,000 - - - Kabbage Loans (u) 36,079 - - - Baxter Credit Union (v) - - - - Related Parties: Titan Holdings 2 (w) - 633,470 - - Total outstanding principal 3,730,772 3,103,333 1,118,605 2,858,828 Less: discounts (7,934 ) (73,296 ) (20,447 ) (73,297 ) Total notes payable 3,722,838 3,030,037 1,098,158 2,785,531 Less: Notes payable – related parties - 633,470 - - Notes payable $ 3,722,838 $ 2,396,568 $ 1,098,158 $ 2,785,531 (a) On December 15, 2022, Titan entered into a $ 170,000 7 (b) On December 10, 2021, Titan entered into a collateralized loan agreement for $ 354,876 5.75 16,614 (c) Titan entered into a collateralized loan on December 23, 2022 with M&T Bank which matures on February 23, 2025 8.78 13,000 176,497 (d) On February 12, 2018, Titan entered into a collateralized loan agreement with Daimler Trucks for $ 131,940 May 14, 2023 2,487 4.95 On June 3, 2019, Titan entered into another collateralized loan agreement with Daimler Trucks for $ 160,601 September 3, 2024 2,795 6 On June 14, 2019, Titan entered into another collateralized loan agreement with Daimler Trucks for $ 155,740 September 29, 2024 2,762 6 (e) On May 5, 2022, Titan entered into an equipment financing agreement with Ascentium Capital for $ 250,000 May 5, 2027 4,812 5.82 On May 10, 2022, Titan entered into an equipment financing agreement with Ascentium Capital for $ 259,646 May 10, 2027 4,753 3.75 On June 5, 2022, Titan entered into an equipment financing agreement with Ascentium Capital for $ 311,795 June 5, 2027 5,935 5.36 (f) On August 13, 2022, Titan entered into a collateralized loan agreement with Balboa Capital for $ 230,482 five years 4,860 9.68 (g) On August 11, 2022, Titan entered into an equipment finance agreement with Blue Bridge Financial for $ 64,539 five years 1,442 12.18 (h) On September 19, 2023, Titan entered into an equipment finance agreement with Channel Equipment Finance for $ 123,574 August 28, 2028 3,051 16.69 (i) On July 15, 2022, Titan entered into an equipment financing agreement with Financial Pacific for $ 74,841 five years 1,585 9.87 On October 15, 2022, Titan entered into an additional equipment financing agreement with Financial Pacific for $ 95,127 five years 1,906 7.49 (j) On August 10, 2022, Titan entered into an equipment financing agreement with M2 Equipment for $ 230,000 five years 4,739 8.68 (k) On August 16, 2022, Titan entered into an equipment financing agreement with Meridian for $ 149,076 five years 3,118 9.32 (l) On July 23, 2022, Titan entered into an equipment financing agreement with Navitas for $ 210,000 five years 4,257 7.99 (m) On August 15, 2022, Titan entered into an equipment financing agreement with Pawnee Leasing Corp. for $ 248,157 five years 5,296 10.19 (n) On June 22, 2022, Titan entered into a collateralized loan agreement with Signature Bank for $ 284,951 six years 4,849 6.93 On September 15, 2022, Titan entered into a collateralized loan agreement with Signature Bank for $ 191,250 five years 3,901 8.25 (o) On August 20, 2022, Titan entered into a collateralized loan agreement with Trans Lease, Inc. for $ 210,750 five years 4,838 9.75 (p) On April 27, 2022, Titan entered into a collateralized debt agreement with Verdant Commercial Capital for $ 241,765 five years 4,702 6.25 (q) On August 15, 2022, Titan entered into an equipment financing agreement with Western Equipment Capital for $ 240,726 five years 4,989 8.93 Note Payables issued prior to Titan Merger: (r) On January 5, 2023 the Company completed its asset acquisition of the Recoup Digester Assets and as part of the consideration, assumed the liabilities of a $ 3,017,090 12 35,000 250,000 In October of 2023 the Company and Michaelson agreed to forbear the principal payments owed to Michaelson until October 30, 2023 (Note 16 – Subsequent Events). (s) Between January 14, 2022 and July 6, 2022 the Company signed four loan agreements with the Loanbuilder service of Paypal, Inc (the “Loanbuilder Notes”). Three of the four Loanbuilder Notes were settled prior to May 19, 2023. The remaining note (“Loanbuilder – 3”) was in default on May 19, 2023. On May 19, 2023, the outstanding liabilities owed due to the Loanbuilder Notes was $ 299,710 50,599 On June 15, 2023, the Company agreed to settle Loanbuilder – 3. In accordance with ASC 470-60, “ Troubled Debt Restructuring by Debtors 25,299 6,325 Excluding the Loanbuilder - 3 repayments, and as of September 30, 2023, the Company has 31 remaining required monthly repayments of $ 6,046 1,545 (t) On May 16, 2022, the Company issued a $ 25,000 12 0.5 (u) On September 28, 2022 and September 29, 2022 the Company agreed to two Kabbage Funding Loan Agreements (together known as the “Kabbage Loans”) owed to American Express National Bank. The Kabbage Loans had an initial principal value of $ 120,800 77,748 4,077 3,658 35,507 (v) The Company signed a revolving loan with Baxter Credit Union, which was renewed on April 26, 2023, with a principal liability of $ 99,995 8.50 Related Parties: (w) On April 30 th 10.5 0.5 12.5 562,470 five years 248,692 Interest expense on these notes for the nine months ended September 30, 2023 was $ 391,735 111,597 Principal maturities for the next five years and thereafter as of September 30, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE Remainder of 2023 $ 3,038,298 2024 910,150 2025 956,601 2026 773,061 2027 472,417 Thereafter 683,579 Total principal payments $ 6,834,106 Less: debt discounts (81,230 ) Total notes payable $ 6,752,876 Paycheck Protection Program Note Forgiveness Titan applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $ 406,152 406,152 812,304 |
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 OF NOTES PAYABLE 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 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE The Company’s convertible notes as of September 30, 2023 and December 31, 2022 were as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLES Current Non-current Current Non-current September 30, December 31, 2023 2022 Current Non-current Current Non-current Issued prior to Titan Merger Evergreen – 2022 (a) $ - $ - $ - $ - Evergreen – 2023 (b) - - - - GS Capital (c) - - - - Chambers (d) - - - - Eleven 11 (e) - - - - Calvary Fund (f) - - - - Keystone Capital (g) - - - - Diagonal Lending (h) 13,002 - - - Seven Knots (i) - - - - Issued prior to Titan Merger – Related Parties: Sikka (j) - - - - Miller (k) - - - - Convertible Notes Payable: Calvary Fund – Bridge Notes (l) 1,150,000 - - - Evergreen – Bridge Note (m) 745,000 - - - Keystone Capital – Bridge Notes (n) 70,500 - - - Seven Knots – Bridge Notes (o) 70,500 - - - Individual #2 – Bridge Notes (p) 300,000 - - - Individual #3 – Bridge Notes (q) 30,000 - - - Individual #4 – Bridge Notes (r) 180,000 - - - Individual #5 – Bridge Notes (s) 600,000 - - - Convertible notes payable (s) 600,000 - - - Related Parties: Miller – Bridge Notes (t) 480,000 - - - Titan 5 – Bridge Note (u) 120,000 - - - Note payable to related parties (u) 120,000 - - - Total outstanding principal 3,759,002 - - - Less: discounts (496,250 ) - - - Total convertible notes payable 3,262,752 - - - Convertible notes payable – related parties 523,662 - - - Convertible notes payable $ 2,739,090 $ - $ - $ - Issued prior to Titan Merger: (a) On October 31, 2022, the Company issued a 20 48,000 10 July 21, 2023 75 1,000,000 0 (b) Between January 1, 2023 and April 6, 2023 the Company issued five 20 12,000 480,000 10 December 31, 2023 April 30, 2024 0.015 90 0 (c) On July 5, 2022, the Company issued an original issue discount Senior Secured Promissory Note (the “GS Capital Note”) to GS Capital Partners, LLC (“GS Capital”) that was dated as of July 5, 2022 36,000 12 July 5, 2023 0 (d) On February 16, 2023 the Company issued a 20 60,000 10 February 28, 2024 0.015 90 0 (e) On February 14, 2023 and March 14, 2023 the Company issued two 20 54,000 60,000 10 February 14, 2024 February 28, 2024 0.015 90 0 (f) Between February 16, 2023 and April 26, 2023 the Company issued four 20 108,000 120,000 10 February 28, 2024 April 30, 2024 0.015 90 0 (g) Between March 3, 2023 and April 18, 2023 the Company issued three 20 30,000 90,000 10 February 28, 2024 April 17, 2024 0.015 90 0 (h) On November 22, 2022 the Company issued an original issue discount Senior Secured Promissory Note (the “Diagonal Note”) to 1800 Diagonal Lending, LLC (“Diagonal”) with a principal balance of $ 130,016 11 November 22, 2023 78,010 26,003 75 (i) On April 17, 2023, the Company issued a 20 60,000 10 April 16, 2024 0.015 90 0 Issued prior to Titan Merger – Related Parties (j) On May 12, 2023, the Company issued a 20 120,000 10 May 31, 2024 0.015 90 0 (k) On May 12, 2023, the Company issued a 20 60,000 10 May 31, 2024 0.015 90 0 Convertible Notes Payable: (l) Between May 19, 2023 and August 7, 2023, the Company issued five 20 141,000 400,000 10 May 19, 2024 August 7, 2024 (m) Between May 19, 2023 and July 7, 2023, the Company issued three 20 141,000 400,000 10 May 19, 2024 July 7, 2024 (n) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (o) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (p) On July 24, 2023, the Company issued a 20 300,000 10 July 20, 2024 (q) On July 24, 2023, the Company issued a 20 30,000 10 July 24, 2024 (r) On July 24, 2023, the Company issued a 20 180,000 10 July 24, 2024 (s) On July 28, 2023, the Company issued a 20 600,000 10 July 28, 2024 Related Parties: (t) Between June 13, 2023 and July 24, 2023, the Company sold and issued two 20 240,000 10 June 13, 2024 July 24, 2024 (u) On June 13, 2023, the Company sold and issued a 20 120,000 10 June 13, 2024 Interest expense due to convertible note payables for the nine months ended September 30, 2023 was $ 116 0 Convertible note payables principal maturities for the next five years and thereafter as of September 30, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE Remainder of 2023 $ 13,002 2024 3,746,000 2025 - 2026 - 2027 - Total principal payments 3,759,002 Less: debt discounts (496,250 ) Total convertible notes payable $ 3,262,752 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 11 – DERIVATIVE LIABILITIES The Company has issued certain convertible notes payable that contain conversion options with variable settlement features which make their conversion options a derivative liability. The conversion option derivatives are embedded in their respective note payables and for accounting purposes have been bifurcated from the host instruments. Please see Note 10 – Convertible Notes Payable for more information. On February 12, 2021, the Company granted 25,000 three-years 11.60 The fair value of each convertible note embedded derivative is estimated using a Monte Carlo valuation model. The model used a “with or without” scenario analysis. Changes to the inputs used in the model could produce a significantly higher or lower fair value. The following assumptions were used as of September 30, 2023 and December 31, 2022: SCHEDULE OF VALUATION ASSUMPTIONS Nine Months Ended 2023 Year Ended December 31, 2022 Expected term (years) 0.584 0.597 - Expected volatility 412.6 % - Expected dividend yield 0.00 % - Risk-free interest rate 5.40 % - The fair value of the Platinum Point Warrants derivative liability is estimated using a Black-Scholes valuation model with a stock price of $11.60. Changes to the inputs used in the model could produce a significantly higher or lower fair value. The following assumptions were used as of September 30, 2023 and December 31, 2022: SCHEDULE OF VALUATION ASSUMPTIONS Nine Months Ended 2023 Year Ended December 31, 2022 Expected term (years) 0.370 - Expected volatility 875 % - Expected dividend yield 0.00 % - Risk-free interest rate 5.46 % - The derivative liabilities as of September 30, 2023 and December 31, 2022 were as follows: SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2023 December 31, 2022 Fair value of the Platinum Point Warrants ( 25,000 $ 16,391 $ - Fair value of the Diagonal Lending conversion option 9,518 - $ 25,909 $ - Activity related to the derivative liabilities for the nine months ended September 30, 2023 is as follows: SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES Beginning balance as of December 31, 2022 $ - Warrants/conversion option – derivative liabilities recognized due to reverse acquisition 219,172 Extinguishment of conversion option derivative liabilities due to debt extinguishment (160,002 ) Change in fair value of warrants/conversion option - derivative liabilities (33,261 ) Ending balance as of September 30, 2023 $ 25,909 |
BENEFIT PLAN
BENEFIT PLAN | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
BENEFIT PLAN | NOTE 12 – BENEFIT PLAN Titan 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 nine months ended September 30, 2023 were $ 10,862 , and $ 8,226 |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [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 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 – STOCKHOLDERS’ EQUITY As further described in Note 3 – Business Combination, under applicable accounting principles, the historical financial results of Titan prior to May 19, 2023 has replaced the historical financial statements of TraQiQ for the period prior to May 19, 2023. Titan’s equity structure, prior to the combination with the TraQiQ, was a limited liability company, resulting in all components of equity attributable to the members being reported within Member’s Equity. As of September 30, 2023 and December 31, 2022, the Company was authorized to issue a total of 10,000,000 Members’ Equity As of December 31, 2022, Titan had members’ equity of $ 2,526,104 Each Member had voting rights based on and proportionate to such Member’s Membership interest On February 1, 2023, in exchange for the settlement of the $ 170,000 2.254 Series A Preferred Stock As of September 30, 2023, there were no Series B Preferred Stock As of September 30, 2023, there were no shares of Series B Convertible Preferred Stock issued and outstanding. On July 17, 2023, all outstanding shares of the Company’s Series B Convertible Preferred Stock were exchanged for the Company’s Series A Rights. Each outstanding share of Series B Convertible Preferred Stock was convertible into the 100 shares of the Company’s common stock at any time commencing after the issuance date. Series B Convertible Stock had no voting rights. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Series B Holders were entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of Common Stock would receive if the Series B Convertible Preferred Stock were fully converted. Except for stock dividends or distributions for, Series B Holders were entitled to receive, and the Company was required to pay, dividends on shares of Series B Convertible Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. No other dividends were required to be paid on shares of Series B Convertible Preferred Stock. On July 17, 2023, the Company entered into Exchange Agreements (the “Series B Preferred Exchange Agreements”) with two accredited investors, including Sikka. Pursuant to the Series B Preferred Exchange Agreements, such investors exchanged 220,135 shares of the Company’s Series B Convertible Preferred Stock into an aggregate of 22,013,500 Series A Rights dated as of July 17, 2023. On July 20, 2023, the Company entered into an Exchange Agreement (the “REI Exchange Agreement”) with Renovare Environmental, Inc. (“REI”) pursuant to which REI exchanged 14,118,233 shares of Common Stock and 1,250,000 shares of Series B Convertible Preferred Stock for 108,729,363 Series A Rights dated July 20, 2023 and 30,388,873 Series B Rights dated July 20, 2023. Series C Preferred Stock As of September 30, 2023, there were 630,900 Each outstanding share of Series C Convertible Preferred Stock has a par value of $ 0.0001 100 1,000 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 Concurrent to the Titan Merger, the Company’s chief executive officer and one of the Company’s directors resigned from their respective positions and a new chief executive officer, chief operating officer and chief financial officer were appointed. The Company agreed to issue stock compensation in the form of 70,100 Common Stock As of September 30, 2023, the Company had 15,134,545 300,000,000 Under the terms of the Company’s articles of incorporation, holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. The holders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Company’s board of directors from time to time may determine. The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of common stock after payment of liquidation preferences, if any, on any outstanding shares of preferred stock and the payment of other claims of creditors. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of outstanding preferred stock and any series of preferred stock the Company may designate and issue in the future. On July 17, 2023, the Company also entered into Exchange Agreements (the “Series B Preferred Exchange Agreements”) with two accredited investors, including Sikka. Pursuant to the Series B Preferred Exchange Agreements Sikka exchanged 5,000,000 shares of the Company’s common stock and a payment of receivable from the Company for unreimbursed advances in the amount of $ 100,000 for an aggregate of 7,000,000 additional Series A Rights dated July 17, 2023. On July 20, 2023, the Company entered into an Exchange Agreement (the “REI Exchange Agreement”) with Renovare Environmental, Inc. (“REI”) pursuant to which REI exchanged 14,118,233 shares of Common Stock and 1,250,000 shares of Series B Convertible Preferred Stock for 108,729,363 Series A Rights dated July 20, 2023 and 30,388,873 Series B Rights dated July 20, 2023. Warrants The following schedule summarizes the changes in the Company’s common stock warrants: SCHEDULE OF CHANGES IN COMMON STOCK WARRANTS Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2022 - $ - - $ - $ - Warrants acquired concurrent with the Titan Merger 108,734 0.008 16.00 .62 35,702 9.29 Warrants granted - $ - - $ - $ - Warrants exercised - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at September 30, 2023 108,734 $ 0.008 16.00 0.62 $ 35,702 $ 9.29 Exercisable at September 30, 2023 106,907 $ 0.008 16.00 0.63 $ 33,891 $ 9.45 Balance at December 31, 2021 - $ - - $ - $ - Warrants granted - $ - - $ - $ - Warrants exercised/exchanged - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at September 30, 2022 - $ - - $ - $ - Exercisable at September 30, 2022 - $ - - $ - $ - Right to Receive Common Shares On July 17, 2023, the Company entered into Exchange Agreements (the “Note Exchange Agreements”), with five holders of its convertible note payables. Under the terms of the Note Exchange Agreements, $ 1,944,000 75,263 38,800,764 2.90 On July 17, 2023, the Company also entered into Exchange Agreements (the “Series B Preferred Exchange Agreements”) with two accredited investors, including Sikka. Pursuant to the Series B Preferred Exchange Agreements, such investors exchanged 220,135 22,013,500 5,000,000 100,000 7,000,000 2.90 On July 20, 2023, the Company entered into an Exchange Agreement (the “REI Exchange Agreement”) with Renovare Environmental, Inc. (“REI”) pursuant to which REI exchanged 14,118,233 shares of Common Stock and 1,250,000 shares of Series B Convertible Preferred Stock for 108,729,363 Series A Rights dated July 20, 2023 and 30,388,873 Series B Rights dated July 20, 2023. The Series A Rights and Series B Rights were valued at their fair value at the time of grant, which was deemed to be $ 1.80 per Series A Right Share and $ 1.80 per Series B Right Share. The transactions contemplated by the Note Exchange Agreement, Series B Preferred Exchange Agreement and REI Exchange Agreement are together referred to as the “Rights Exchanges”. As a result of the Rights Exchanges, the Company recognized a loss of $ 116,591,322 The Company’s Series A Rights obligate the Company to issue Common Stock (“Series A Right Shares”) to the holder without any additional consideration. The number of Series A Right Shares is fixed, and is only subject to customary non-price based ratable adjustments, such as stock splits, and stock combinations. The Series A Rights are exercisable immediately and expire five years after the issuance date. The Series A Rights require the Company to hold in reserve the total number of shares of Common Stock that would need to be exercised in order meet the obligations of the Series A Rights. The Company’s Series B Rights obligate the Company to issue Common Stock (“Series B Right Shares”) to the holder without any additional consideration. The number of Series B Right Shares is fixed and is only subject to customary non-price based ratable adjustments, such as stock splits, and stock combinations. The Company’s Series B Rights are exercisable upon the earlier of (1) December 31, 2023 or (2) the initial date on which the Company’s Common Stock is listed for trading on the New York Stock Exchange, NYSE American, the Nasdaq Global Select Market, Nasdaq Capital Markets, or the Nasdaq Global Market. The Series B Rights expire five years after the issuance date. The Series B Rights require the Company to hold in reserve the total number of shares of Common Stock that would need to be exercised in order meet the obligations of the Series B Rights. The Company assessed the Series A Rights and Series B Rights for appropriate balance sheet classification and concluded that the Series A Rights and Series B Rights are freestanding equity-linked financial instruments that meet the criteria for equity classification under ASC 480 and ASC 815. Accordingly, they are classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. The Company also determined that the Series A Rights and Series B Rights should be included in the determination of basic and diluted earnings per share in accordance with ASC 260, Earnings per Share |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 14 – STOCK-BASED COMPENSATION The TraQiQ Inc. 2020 Equity Incentive Plan was initially approved by the Company’s Board of Directors on November 23, 2020. The activity for restricted stock awards under the Company’s incentive plans was as follows for the three and nine months ended September 30, 2023 and 2022: SCHEDULE OF RESTRICTED STOCK AWARDS ACTIVITY Weighted Weighted Average Average Remaining Number Grant Date Contractual Shares Fair Value Term (years) Nonvested at December 31, 2021 - $ - - Granted - $ - - Shares vested - $ - - Forfeitures - $ - - Nonvested at June 30, 2022 - - - Granted - $ - - Shares vested - $ - - Forfeitures - $ - - Nonvested at September 30, 2022 - $ - - Nonvested at December 31, 2022 - $ - - Granted - $ - - Shares vested - $ - - Forfeitures - $ - - Nonvested at March 31, 2023 - $ - - Acquired concurrent with the Titan Merger (vested and unreleased) 1,405,000 $ 0.01 - Acquired concurrent with the Titan Merger (unvested) 3,600,000 $ 0.01 2.62 Granted - $ - - Shares vested 600,000 $ 0.01 - Forfeitures - $ - - Nonvested at June 30, 2023 3,000,000 $ 0.01 1.95 Vested (and unreleased) at June 30, 2023 2,005,000 $ 0.01 - Nonvested at June 30, 2023 3,000,000 0.01 - Granted - - - Shares vested - - - Forfeitures and cancelations (4,705,000 ) $ - - Vested and released (300,000 ) - - Total outstanding at September 30, 2023 - $ - - As of June 30, 2023, there were 2,005,000 1,705,000 3,000,000 Stock-based compensation from restricted stock awards for the nine months ended September 30, 2023 and 2022 was $ 5,590,485 0 0 3,510 0 16,439 On the Titan Merger acquisition date, the Company awarded 70,100 5,586,796 The fair value of the Series C Preferred Stock was determined using observable inputs (level 2 fair value measurement) with a market approach technique. The main input for the Series C Preferred Stock fair value was the price of the Company’s common stock as of the date of the grant. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
CONTINGENCIES | NOTE 15 – 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. |
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 | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Subsequent events were evaluated through November 14, 2023, which is the date the financial statements were available to be issued. There were no subsequent events other than those described below: Deferral of Note Payable Payments In October 2023, the Company and Michaelson agreed to forbear until October 31, 2023, the principal payments owed by the Company to Michaelson under the terms of the Michaelson Note. The Company continued to pay Michaelson its regularly scheduled interest payments and on October 31, 2023 paid Michaelson the deferred principal (Note 9 – Notes Payable). Related Party Promissory Note In October 2023, the Company and Glen Miller, the Company’s chief executive officer, signed a non-interest bearing promissory note with a principal of $ 250,000 The promissory note is to be repaid within thirty days of the receipt of bridge funding received by the Company as a result of a planned private placement of equity securities. Board and Shareholder Approval of Plan for Reincorporation Subsequent to September 30, 2023, the Company’s Board of Directors and the holders of the Company’s capital stock representing a majority of the total votes entitled to be cast by the Company’s shareholders approved a plan to reincorporate the Company in the State of Nevada (the “Reincorporation”) through the merger (the “Reincorporation Merger”) of the Company with and into Titan Environmental Solutions Inc., a wholly-owned, newly-formed Nevada subsidiary formed by the Company specifically for this purpose (“Titan Environmental”), in an effort to better position the Company to attract capital as it seeks to grow its business in the waste management industry. Implementing the Reincorporation will have, among other things, the following effects: 1) the Company’s corporate name will be charged to “Titan Environmental Solutions, Inc.”, 2) each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted into one share of common stock of Titan Environmental, 3) each issued and outstanding share of the Company’s Series C preferred stock immediately prior to the effective time of the Reincorporation Merger will be converted into one share of Series A convertible preferred stock of Titan Environmental, which has substantially the same rights and preferences as the Company’s Series C preferred stock, 4) each outstanding Right to Receive Common Stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted into one Right to Receive Common Stock of Titan Environmental, which has substantially the same rights and preferences as the Company’s Rights to Acquire Common Stock, 5) the outstanding warrants to purchase our common stock will automatically be assumed by Titan Environmental and will represent a warrant to acquire shares of common stock of Titan Environmental, 6) the Company’s authorized capital stock will be increased to 425,000,000 400,000,000 25,000,000 630,900 On or about October 12, 2023, the Company mailed an Information Statement that describes the Reincorporation to the Company’s shareholders of record as of October 5, 2023 for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. Pursuant to Rule 14c-2 under the Exchange Act, the Reincorporation will not be effective until 20 calendar days after the mailing of the Information Statement to the shareholders, at which time the Company may file with the California Secretary of State and the Nevada Secretary of State one or more certificates of merger and incorporation to effectuate the Reincorporation. The Reincorporation will be effective at such time after the expiration of such 20-day period as the board of directors determines to be the appropriate effective time. |
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 |
OTHER RECEIVABLES
OTHER RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
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 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Basis of Accounting | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes for complete financial statements. In the opinion of management, all adjustments (consistent of normal recurring accruals and adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. Results for the interim periods should not be considered indicative of results to be expected for a full year. The Company adopted a December 31 fiscal year-end for financial statement purposes. |
Principles of Consolidation | Principles of Consolidation and Basis of Accounting The consolidated financial statements include the accounts of TraQiQ, Inc and its wholly owned subsidiaries. All material inter-company accounts and transactions have been eliminated. The Company’s policy is to prepare its consolidated 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 GAAP 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset 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 assets 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. |
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 estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. As of September 30, 2023 and December 31, 2022, the Company allocated $ 77,690 413,723 |
Subscriptions Receivable | Subscriptions Receivable Subscription receivable consists of units that have been issued with subscriptions that have not yet been settled. As of September 30, 2023 and December 31, 2022, there were $ 0 200,000 |
Inventory | Inventory Inventories primarily consist of parts for our digester business purchased for resale. Inventory is stated at the lower of cost (first-in, first-out) or net realizable value. Management reviews the age of inventories for obsolescence and determined that a reserve for obsolescence was not required as of September 30, 2023. |
Property and Equipment, net | Property and Equipment, net Property and equipment is 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 condensed 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 September 30, 2023 and December 31, 2022. |
Finite Long-lived Intangible Assets, Net | Finite Long-lived Intangible Assets, Net Finite long-lived intangible assets are recorded at their estimated fair value at the date of acquisition. Finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the finite intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Titan acquired the finite intangible asset, customer lists, as part of the acquisition of WTI Global, Inc. during the year ended December 31, 2022. The Company also recognized finite intangible intellectual property, noncompete agreement and tradename assets from its reverse acquisition with Titan (Note 3 – Business Combinations). Finite long-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 finite long-lived intangible assets as of September 30, 2023 and December 31, 2022. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, as stated below: SCHEDULE OF FINITE LONG-LIVED INTANGIBLE ASSETS ESTIMATED USEFUL LIFE Finite Long-lived Intangible Assets Categories Estimated Useful Life Customer Lists 10 Intellectual Property 10 Noncompete agreement 5 Tradenames 10 |
Goodwill | Goodwill Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. Goodwill has an indefinite lifespan and is not amortized. The Company evaluates goodwill for impairment at least annually and record an impairment charge when the carrying amount of a reporting unit with goodwill exceeds the fair value of the reporting unit. The Company has two reporting units, Titan and Recoup. The Company assesses qualitative factors to determine if it is necessary to conduct a quantitative goodwill impairment test. If deemed necessary, a quantitative assessment of the reporting unit’s fair value is conducted and compared to its carrying value in order to determine the impairment charge. Due to the reverse acquisition with Titan, the Company recognized goodwill of $ 22,319,908 The fair value of the Recoup reporting unit was estimated using an income approach and included assumptions related to estimates of future revenue and operating expenses, long-term growth rates, a technology obsolescence rate, and a discount rate. The quantitative impairment test indicated a fair value of the reporting unit that was lower than it’s carrying value, and as a result, the goodwill was impaired with an impairment expense of $ 15,669,287 |
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, inclusive of original issue discounts, relating to convertible note payables and note payables granted to the Company. The Company amortizes loan origination fees over the life of the note (Note 9 – Note Payables and Note 10 – Convertible Note Payable). Amortization expense of loan issuance fees for the nine months ended September 30, 2023 and 2022 was $ 210,225 and $ 450 , respectively. The net amounts of $ 577,480 and $ 93,744 were netted against the outstanding notes payable as of September 30, 2023 and December 31, 2022, respectively. |
Fair Value of Financial Instruments | Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 quoted prices in active markets include cash and cash equivalents. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, short-term notes payable, accounts payable and accrued expenses. The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current market rates. The Company measured its derivative liabilities at fair value on a recurring basis using level 3 inputs. |
Convertible Instruments | Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with the FASB ASC Topic 815 “ Derivatives and Hedging Valuations derived from various models are subject to ongoing internal and external verification and review. The Company determined the fair value of the derivative liability as of September 30, 2023 using the Black-Scholes pricing model for its derivative liability from warrants and a Monte Carlo pricing model for its derivative liabilities from convertible note payables. The inputs used involve management’s judgement and may impact net income (loss). |
Revenue Recognition | Revenue Recognition The Company records revenue based on a five-step model in accordance with FASB ASC 606, Revenue from Contracts with Customers 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. 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. 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. For waste collection and disposal services the Company invoices its customers with standard 30-day payment terms without any significant financing terms. The Company also recognizes operating revenues from its product sales, such as sales of digester equipment and parts. Performance obligations from product sales are satisfied at the point in time when products are shipped to the customer, which is when the customer has title and control. Therefore, the Company’s product sale contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of products. When revenue is earned on digester equipment related services, such as management advisory fees and digester maintenance and repair services, fees are recognized as the services are performed based on service milestones. For product sales, the Company invoices its customers with standard 30-day payment terms without any significant financing terms. The following is a summary of revenue disaggregated by type for the nine ended September 30, 2023 and 2022: SUMMARY OF DISAGGREGATION OF REVENUE 2023 2022 Nine Months Ended September 30, 2023 2022 Product sales $ 935,209 $ - Waste collection and disposal 4,633,015 2,823,911 Total revenue $ 5,568,224 $ 2,823,911 |
Concentration Risk | Concentration Risk The Company performs a regular review of customer activity and associated credit risks. As of September 30, 2023, three customers accounted for approximately 51 63 During the nine months ended September 30, 2023, one customer accounted for approximately 35 % of total revenues generated. During the nine months ended September 30, 2022, two customers accounted for approximately 68 % of total revenues generated. 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 Share Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2023 and September 30, 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Series C preferred stock 63,090,000 - Warrants 108,734 - Convertible notes 17,680 - Total common stock equivalents 63,216,414 - As further described in Note 3 – Business Combinations, under applicable accounting principles, the historical financial results of Titan prior to May 19, 2023 replace the historical financial statements for the period prior to May 19, 2023. Titan’s equity structure, prior to the combination with the TraQiQ, was a limited liability company, resulting in all components of equity attributable to the members being reported within Member’s Equity. Given that Titan was a limited liability company, net loss prior to the reverse acquisition is not applicable for purposes of calculating loss per share. The Company has assessed the Series A Right to Receive Common Stock (“Series A Rights”) and the Series B Rights to Receive Common Stock (“Series B Rights”) for appropriate balance sheet classification and concluded that the Series A Rights and Series B Rights are freestanding equity-linked financial instruments that meet the criteria for equity classification under ASC 480 and ASC 815. In accordance with ASC 260 Earnings per Share |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows FASB ASC 740-10, “ Accounting for Uncertainty in Income Taxes TraQiQ, Inc. files a tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. Prior to the sale of its subsidiary TraQiQ Solutions, Inc., TraQiQ Inc. and TraQiQ Solutions Inc filed a consolidated tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. Recoup files a tax return in the U.S. federal tax jurisdiction and the State of Delaware. Prior to the Titan Merger, Titan, with consent from its shareholders, had 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. For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Therefore, following the Titan Merger, Titan is to be taxed as a “C” corporation in the U.S. federal tax jurisdiction and in various state tax jurisdictions. The U.S. federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities. U.S. federal income tax returns have a default audit examination window of three years, and an examination window of six years when there are substantial omissions or errors on the return. There is no statute of limitations for fraudulent or false returns, or for returns which were never filed. The company is subject to various state tax jurisdictions, which generally have an examination window of four years for income tax returns. |
Advertising and Marketing Costs | Advertising and Marketing Costs Costs associated with advertising are charged to expense as occurred. For the nine months ended September 30, 2023 the advertising and marketing costs were $ 24,918 . Advertising and marketing costs for the nine months ended September 30, 2022 were $ 4,982 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC and determined that these pronouncements do not have a material impact on the Company’s current or anticipated consolidated financial statement presentation or disclosures. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
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. |
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. |
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 |
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. |
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. |
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. |
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 % of accounts receivable. During the year ended December 31, 2021, two customers accounted for more than 77 % of total accounts receivable. 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. |
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. |
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. |
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 |
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. |
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 |
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. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SCHEDULE OF FINITE LONG-LIVED INTANGIBLE ASSETS ESTIMATED USEFUL LIFE | The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, as stated below: SCHEDULE OF FINITE LONG-LIVED INTANGIBLE ASSETS ESTIMATED USEFUL LIFE Finite Long-lived Intangible Assets Categories Estimated Useful Life Customer Lists 10 Intellectual Property 10 Noncompete agreement 5 Tradenames 10 |
SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE | SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Series C preferred stock 63,090,000 - Warrants 108,734 - Convertible notes 17,680 - Total common stock equivalents 63,216,414 - |
Continuing Operations [Member] | |
SUMMARY OF DISAGGREGATION OF REVENUE | The following is a summary of revenue disaggregated by type for the nine ended September 30, 2023 and 2022: SUMMARY OF DISAGGREGATION OF REVENUE 2023 2022 Nine Months Ended September 30, 2023 2022 Product sales $ 935,209 $ - Waste collection and disposal 4,633,015 2,823,911 Total revenue $ 5,568,224 $ 2,823,911 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF PURCHASE CONSIDERATION | SCHEDULE OF PURCHASE CONSIDERATION TraQiQ, Inc. market capitalization at closing $ 27,162,222 Total purchase consideration $ 27,162,222 |
SCHEDULE OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED AND LIABILITIES ASSUMED AT THEIR PRELIMINARY ESTIMATED FAIR VALUES | The Company recorded all tangible and intangible assets and liabilities at their preliminary estimated fair values on the acquisition date. The Company is currently in the process of finalizing the estimated fair values with a third-party specialist. The following represents the allocation of the estimated purchase consideration: SCHEDULE OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED AND LIABILITIES ASSUMED AT THEIR PRELIMINARY ESTIMATED FAIR VALUES Preliminary Estimated Description Fair Value Assets: Cash $ 69,104 Accounts receivable 369,338 Prepaid expenses and other current assets 17,893 Inventory 416,046 Fixed assets 1,134 Intangible assets 10,681,477 Goodwill 22,319,908 Assets acquired total $ 33,874,900 Liabilities: Accounts payable and accrued expenses $ (1,009,993 ) Customer deposits (311,544 ) Accrued payroll and related taxes (21,077 ) Derivative liability (219,171 ) Convertible notes payable (1,466,382 ) Convertible notes payable – related parties (102,851 ) Notes payable (3,579,160 ) Notes payable – related parties (2,500 ) Liabilities acquired total $ (6,712,678 ) Net fair value of assets (liabilities) $ 27,162,222 |
SCHEDULE OF SUPPLEMENTAL PRO-FORMA FINANCIAL INFORMATION | The following supplemental pro-forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the year ended December 31, 2022: SCHEDULE OF SUPPLEMENTAL PRO-FORMA FINANCIAL INFORMATION Nine Months Ended Year Ended September 30, December 31, 2023 2022 Total revenue $ 5,936,731 $ 4,204,694 Net loss $ (122,348,055 ) $ (24,337,792 ) Pro forma loss per common share $ (1.46 ) $ (5.52 ) Pro forma weighted average number of common shares basic and diluted 84,039,244 4,410,595 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Fixed assets consist of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF PROPERTY AND EQUIPMENT, NET September 30, December 31, 2023 2022 Containers $ 1,520,886 $ 1,397,311 Trucks and tractors 4,138,214 4,086,968 Trailers 1,033,259 1,197,357 Shop equipment 40,380 40,380 Leasehold improvements $ 19,589 $ 19,589 Property and equipment, gross 6,752,328 6,741,605 Less accumulated depreciation (1,347,904 ) (1,097,664 ) Net book value $ 5,404,424 $ 5,643,941 |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment consists of the following as of December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT, NET 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) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS | Intangible assets consisted of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF INTANGIBLE ASSETS September 30, December 31, 2023 2022 Customer Lists $ 687,500 $ 687,500 Intellectual Property 10,333,144 - Tradenames 275,447 - Noncompete Agreement 72,886 - Intangible assets, gross 72,886 - Less: accumulated amortization (464,589 ) - Net book value $ 10,904,388 $ 687,500 Intangible assets, net $ 10,904,388 $ 687,500 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | Future amortization expense from intangible assets as of September 30, 2023 were as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the Year Ended, December 31, Remainder of 2023 $ 298,798 2024 1,188,698 2025 1,185,450 2026 1,185,450 2027 1,185,450 Thereafter 5,860,542 Total remaining amortization expense $ 10,904,388 |
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) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Detail of accounts payable and accrued expenses as of September 30, 2023, and 2022 was as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2023 2022 Accounts payable $ 2,481,160 $ 669,231 Credit card payable 141,345 29,454 Accrued interest 100,648 12,298 Accrued expenses and other payables 187,615 25,675 Total accounts payable and accrued expenses $ 2,910,768 $ 736,658 |
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 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES | SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES September 30, December 31, 2023 2022 Weighted average remaining lease term (in years) 4.20 2.08 Weighted average discount rate 7.92 % 7.57 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of September 30, 2023 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES For the Year Ended, December 31, Remainder of 2023 $ 94,549 2024 432,168 2025 366,287 2026 385,560 2027 400,982 Thereafter 102,211 Total minimum lease payments 1,781,757 Less: imputed interest (286,931 ) Present value of future minimum lease payments 1,494,826 Current operating lease liabilities 306,747 Non-current operating lease liabilities $ 1,188,079 |
Titan Trucking LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES | SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES 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) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF NOTES PAYABLE | The Company’s notes payables balance as of September 30, 2023 and December 31, 2022, consisted of the following: SCHEDULE OF LONG-TERM DEBT September 30, December 31, 2023 2022 Current Non-current Current Non-current Loans: WTI Global Inc. (a) $ - $ - $ 170,000 $ - Collateralized Loans: Peoples United (b) 21,761 - 177,539 - M&T Bank (c) 130,193 222,488 121,927 321,192 Daimler Truck (d) 69,143 - 74,873 53,429 Ascentium Capital (e) 158,257 468,563 152,467 587,991 Balboa Capital (f) 41,810 147,701 38,895 179,433 Blue Bridge Financial (g) 11,383 42,286 10,394 50,951 Channel Equipment Finance (h) 17,503 103,389 - - Financial Pacific (i) 31,108 109,643 29,187 133,220 M2 Equipment (j) 42,177 146,067 39,527 178,039 Meridian Equipment Finance (k) 27,358 92,851 25,518 113,606 Navitas (l) 39,055 129,142 36,791 158,723 Pawnee (m) 44,761 159,766 41,480 193,759 Signature (n) 81,439 312,499 73,973 374,921 Trans Lease (o) 43,586 124,485 40,524 157,569 Verdant (p) 46,446 134,286 44,324 169,390 Western Equipment (q) 44,027 153,220 41,186 186,605 Issued prior to Titan Merger: Michaelson Capital (r) 2,732,090 - - - Loanbuilder (s) 87,596 123,477 - - Individual (t) 25,000 - - - Kabbage Loans (u) 36,079 - - - Baxter Credit Union (v) - - - - Related Parties: Titan Holdings 2 (w) - 633,470 - - Total outstanding principal 3,730,772 3,103,333 1,118,605 2,858,828 Less: discounts (7,934 ) (73,296 ) (20,447 ) (73,297 ) Total notes payable 3,722,838 3,030,037 1,098,158 2,785,531 Less: Notes payable – related parties - 633,470 - - Notes payable $ 3,722,838 $ 2,396,568 $ 1,098,158 $ 2,785,531 (a) On December 15, 2022, Titan entered into a $ 170,000 7 (b) On December 10, 2021, Titan entered into a collateralized loan agreement for $ 354,876 5.75 16,614 (c) Titan entered into a collateralized loan on December 23, 2022 with M&T Bank which matures on February 23, 2025 8.78 13,000 176,497 (d) On February 12, 2018, Titan entered into a collateralized loan agreement with Daimler Trucks for $ 131,940 May 14, 2023 2,487 4.95 On June 3, 2019, Titan entered into another collateralized loan agreement with Daimler Trucks for $ 160,601 September 3, 2024 2,795 6 On June 14, 2019, Titan entered into another collateralized loan agreement with Daimler Trucks for $ 155,740 September 29, 2024 2,762 6 (e) On May 5, 2022, Titan entered into an equipment financing agreement with Ascentium Capital for $ 250,000 May 5, 2027 4,812 5.82 On May 10, 2022, Titan entered into an equipment financing agreement with Ascentium Capital for $ 259,646 May 10, 2027 4,753 3.75 On June 5, 2022, Titan entered into an equipment financing agreement with Ascentium Capital for $ 311,795 June 5, 2027 5,935 5.36 (f) On August 13, 2022, Titan entered into a collateralized loan agreement with Balboa Capital for $ 230,482 five years 4,860 9.68 (g) On August 11, 2022, Titan entered into an equipment finance agreement with Blue Bridge Financial for $ 64,539 five years 1,442 12.18 (h) On September 19, 2023, Titan entered into an equipment finance agreement with Channel Equipment Finance for $ 123,574 August 28, 2028 3,051 16.69 (i) On July 15, 2022, Titan entered into an equipment financing agreement with Financial Pacific for $ 74,841 five years 1,585 9.87 On October 15, 2022, Titan entered into an additional equipment financing agreement with Financial Pacific for $ 95,127 five years 1,906 7.49 (j) On August 10, 2022, Titan entered into an equipment financing agreement with M2 Equipment for $ 230,000 five years 4,739 8.68 (k) On August 16, 2022, Titan entered into an equipment financing agreement with Meridian for $ 149,076 five years 3,118 9.32 (l) On July 23, 2022, Titan entered into an equipment financing agreement with Navitas for $ 210,000 five years 4,257 7.99 (m) On August 15, 2022, Titan entered into an equipment financing agreement with Pawnee Leasing Corp. for $ 248,157 five years 5,296 10.19 (n) On June 22, 2022, Titan entered into a collateralized loan agreement with Signature Bank for $ 284,951 six years 4,849 6.93 On September 15, 2022, Titan entered into a collateralized loan agreement with Signature Bank for $ 191,250 five years 3,901 8.25 (o) On August 20, 2022, Titan entered into a collateralized loan agreement with Trans Lease, Inc. for $ 210,750 five years 4,838 9.75 (p) On April 27, 2022, Titan entered into a collateralized debt agreement with Verdant Commercial Capital for $ 241,765 five years 4,702 6.25 (q) On August 15, 2022, Titan entered into an equipment financing agreement with Western Equipment Capital for $ 240,726 five years 4,989 8.93 Note Payables issued prior to Titan Merger: (r) On January 5, 2023 the Company completed its asset acquisition of the Recoup Digester Assets and as part of the consideration, assumed the liabilities of a $ 3,017,090 12 35,000 250,000 In October of 2023 the Company and Michaelson agreed to forbear the principal payments owed to Michaelson until October 30, 2023 (Note 16 – Subsequent Events). (s) Between January 14, 2022 and July 6, 2022 the Company signed four loan agreements with the Loanbuilder service of Paypal, Inc (the “Loanbuilder Notes”). Three of the four Loanbuilder Notes were settled prior to May 19, 2023. The remaining note (“Loanbuilder – 3”) was in default on May 19, 2023. On May 19, 2023, the outstanding liabilities owed due to the Loanbuilder Notes was $ 299,710 50,599 On June 15, 2023, the Company agreed to settle Loanbuilder – 3. In accordance with ASC 470-60, “ Troubled Debt Restructuring by Debtors 25,299 6,325 Excluding the Loanbuilder - 3 repayments, and as of September 30, 2023, the Company has 31 remaining required monthly repayments of $ 6,046 1,545 (t) On May 16, 2022, the Company issued a $ 25,000 12 0.5 (u) On September 28, 2022 and September 29, 2022 the Company agreed to two Kabbage Funding Loan Agreements (together known as the “Kabbage Loans”) owed to American Express National Bank. The Kabbage Loans had an initial principal value of $ 120,800 77,748 4,077 3,658 35,507 (v) The Company signed a revolving loan with Baxter Credit Union, which was renewed on April 26, 2023, with a principal liability of $ 99,995 8.50 Related Parties: (w) On April 30 th 10.5 0.5 12.5 562,470 five years 248,692 |
SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE | Principal maturities for the next five years and thereafter as of September 30, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE Remainder of 2023 $ 3,038,298 2024 910,150 2025 956,601 2026 773,061 2027 472,417 Thereafter 683,579 Total principal payments $ 6,834,106 Less: debt discounts (81,230 ) Total notes payable $ 6,752,876 |
Titan Trucking LLC [Member] | |
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 OF NOTES PAYABLE | Principal maturities for the next five years and thereafter: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE 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 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLES | The Company’s convertible notes as of September 30, 2023 and December 31, 2022 were as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLES Current Non-current Current Non-current September 30, December 31, 2023 2022 Current Non-current Current Non-current Issued prior to Titan Merger Evergreen – 2022 (a) $ - $ - $ - $ - Evergreen – 2023 (b) - - - - GS Capital (c) - - - - Chambers (d) - - - - Eleven 11 (e) - - - - Calvary Fund (f) - - - - Keystone Capital (g) - - - - Diagonal Lending (h) 13,002 - - - Seven Knots (i) - - - - Issued prior to Titan Merger – Related Parties: Sikka (j) - - - - Miller (k) - - - - Convertible Notes Payable: Calvary Fund – Bridge Notes (l) 1,150,000 - - - Evergreen – Bridge Note (m) 745,000 - - - Keystone Capital – Bridge Notes (n) 70,500 - - - Seven Knots – Bridge Notes (o) 70,500 - - - Individual #2 – Bridge Notes (p) 300,000 - - - Individual #3 – Bridge Notes (q) 30,000 - - - Individual #4 – Bridge Notes (r) 180,000 - - - Individual #5 – Bridge Notes (s) 600,000 - - - Convertible notes payable (s) 600,000 - - - Related Parties: Miller – Bridge Notes (t) 480,000 - - - Titan 5 – Bridge Note (u) 120,000 - - - Note payable to related parties (u) 120,000 - - - Total outstanding principal 3,759,002 - - - Less: discounts (496,250 ) - - - Total convertible notes payable 3,262,752 - - - Convertible notes payable – related parties 523,662 - - - Convertible notes payable $ 2,739,090 $ - $ - $ - Issued prior to Titan Merger: (a) On October 31, 2022, the Company issued a 20 48,000 10 July 21, 2023 75 1,000,000 0 (b) Between January 1, 2023 and April 6, 2023 the Company issued five 20 12,000 480,000 10 December 31, 2023 April 30, 2024 0.015 90 0 (c) On July 5, 2022, the Company issued an original issue discount Senior Secured Promissory Note (the “GS Capital Note”) to GS Capital Partners, LLC (“GS Capital”) that was dated as of July 5, 2022 36,000 12 July 5, 2023 0 (d) On February 16, 2023 the Company issued a 20 60,000 10 February 28, 2024 0.015 90 0 (e) On February 14, 2023 and March 14, 2023 the Company issued two 20 54,000 60,000 10 February 14, 2024 February 28, 2024 0.015 90 0 (f) Between February 16, 2023 and April 26, 2023 the Company issued four 20 108,000 120,000 10 February 28, 2024 April 30, 2024 0.015 90 0 (g) Between March 3, 2023 and April 18, 2023 the Company issued three 20 30,000 90,000 10 February 28, 2024 April 17, 2024 0.015 90 0 (h) On November 22, 2022 the Company issued an original issue discount Senior Secured Promissory Note (the “Diagonal Note”) to 1800 Diagonal Lending, LLC (“Diagonal”) with a principal balance of $ 130,016 11 November 22, 2023 78,010 26,003 75 (i) On April 17, 2023, the Company issued a 20 60,000 10 April 16, 2024 0.015 90 0 Issued prior to Titan Merger – Related Parties (j) On May 12, 2023, the Company issued a 20 120,000 10 May 31, 2024 0.015 90 0 (k) On May 12, 2023, the Company issued a 20 60,000 10 May 31, 2024 0.015 90 0 Convertible Notes Payable: (l) Between May 19, 2023 and August 7, 2023, the Company issued five 20 141,000 400,000 10 May 19, 2024 August 7, 2024 (m) Between May 19, 2023 and July 7, 2023, the Company issued three 20 141,000 400,000 10 May 19, 2024 July 7, 2024 (n) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (o) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (p) On July 24, 2023, the Company issued a 20 300,000 10 July 20, 2024 (q) On July 24, 2023, the Company issued a 20 30,000 10 July 24, 2024 (r) On July 24, 2023, the Company issued a 20 180,000 10 July 24, 2024 (s) On July 28, 2023, the Company issued a 20 600,000 10 July 28, 2024 Related Parties: (t) Between June 13, 2023 and July 24, 2023, the Company sold and issued two 20 240,000 10 June 13, 2024 July 24, 2024 (u) On June 13, 2023, the Company sold and issued a 20 120,000 10 June 13, 2024 |
SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE | Convertible note payables principal maturities for the next five years and thereafter as of September 30, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE Remainder of 2023 $ 13,002 2024 3,746,000 2025 - 2026 - 2027 - Total principal payments 3,759,002 Less: debt discounts (496,250 ) Total convertible notes payable $ 3,262,752 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | The derivative liabilities as of September 30, 2023 and December 31, 2022 were as follows: SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2023 December 31, 2022 Fair value of the Platinum Point Warrants ( 25,000 $ 16,391 $ - Fair value of the Diagonal Lending conversion option 9,518 - $ 25,909 $ - |
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES | Activity related to the derivative liabilities for the nine months ended September 30, 2023 is as follows: SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES Beginning balance as of December 31, 2022 $ - Warrants/conversion option – derivative liabilities recognized due to reverse acquisition 219,172 Extinguishment of conversion option derivative liabilities due to debt extinguishment (160,002 ) Change in fair value of warrants/conversion option - derivative liabilities (33,261 ) Ending balance as of September 30, 2023 $ 25,909 |
Monte Carlo Valuation Model [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF VALUATION ASSUMPTIONS | The fair value of each convertible note embedded derivative is estimated using a Monte Carlo valuation model. The model used a “with or without” scenario analysis. Changes to the inputs used in the model could produce a significantly higher or lower fair value. The following assumptions were used as of September 30, 2023 and December 31, 2022: SCHEDULE OF VALUATION ASSUMPTIONS Nine Months Ended 2023 Year Ended December 31, 2022 Expected term (years) 0.584 0.597 - Expected volatility 412.6 % - Expected dividend yield 0.00 % - Risk-free interest rate 5.40 % - |
Black Scholes Valuation Model [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF VALUATION ASSUMPTIONS | The fair value of the Platinum Point Warrants derivative liability is estimated using a Black-Scholes valuation model with a stock price of $11.60. Changes to the inputs used in the model could produce a significantly higher or lower fair value. The following assumptions were used as of September 30, 2023 and December 31, 2022: SCHEDULE OF VALUATION ASSUMPTIONS Nine Months Ended 2023 Year Ended December 31, 2022 Expected term (years) 0.370 - Expected volatility 875 % - Expected dividend yield 0.00 % - Risk-free interest rate 5.46 % - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF CHANGES IN COMMON STOCK WARRANTS | The following schedule summarizes the changes in the Company’s common stock warrants: SCHEDULE OF CHANGES IN COMMON STOCK WARRANTS Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2022 - $ - - $ - $ - Warrants acquired concurrent with the Titan Merger 108,734 0.008 16.00 .62 35,702 9.29 Warrants granted - $ - - $ - $ - Warrants exercised - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at September 30, 2023 108,734 $ 0.008 16.00 0.62 $ 35,702 $ 9.29 Exercisable at September 30, 2023 106,907 $ 0.008 16.00 0.63 $ 33,891 $ 9.45 Balance at December 31, 2021 - $ - - $ - $ - Warrants granted - $ - - $ - $ - Warrants exercised/exchanged - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at September 30, 2022 - $ - - $ - $ - Exercisable at September 30, 2022 - $ - - $ - $ - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF RESTRICTED STOCK AWARDS ACTIVITY | The activity for restricted stock awards under the Company’s incentive plans was as follows for the three and nine months ended September 30, 2023 and 2022: SCHEDULE OF RESTRICTED STOCK AWARDS ACTIVITY Weighted Weighted Average Average Remaining Number Grant Date Contractual Shares Fair Value Term (years) Nonvested at December 31, 2021 - $ - - Granted - $ - - Shares vested - $ - - Forfeitures - $ - - Nonvested at June 30, 2022 - - - Granted - $ - - Shares vested - $ - - Forfeitures - $ - - Nonvested at September 30, 2022 - $ - - Nonvested at December 31, 2022 - $ - - Granted - $ - - Shares vested - $ - - Forfeitures - $ - - Nonvested at March 31, 2023 - $ - - Acquired concurrent with the Titan Merger (vested and unreleased) 1,405,000 $ 0.01 - Acquired concurrent with the Titan Merger (unvested) 3,600,000 $ 0.01 2.62 Granted - $ - - Shares vested 600,000 $ 0.01 - Forfeitures - $ - - Nonvested at June 30, 2023 3,000,000 $ 0.01 1.95 Vested (and unreleased) at June 30, 2023 2,005,000 $ 0.01 - Nonvested at June 30, 2023 3,000,000 0.01 - Granted - - - Shares vested - - - Forfeitures and cancelations (4,705,000 ) $ - - Vested and released (300,000 ) - - Total outstanding at September 30, 2023 - $ - - |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 28, 2023 | Jul. 17, 2023 | May 19, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Goodwill | $ 6,650,621 | $ 6,650,621 | |||||||||||
Net loss | 118,587,221 | $ 22,904,048 | $ 664,601 | $ 277,129 | $ 340,761 | $ (494,127) | 142,155,870 | $ 123,763 | |||||
Working capital deficit | 8,321,866 | 8,321,866 | 1,106,879 | ||||||||||
Principal amount | $ 1,944,000 | ||||||||||||
convertible notes payable | 2,178,000 | 2,178,000 | |||||||||||
Operating activities | 2,153,563 | $ 117,281 | |||||||||||
Titan Trucking LLC [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Consideration exchange | $ 27,162,222 | ||||||||||||
Goodwill | $ 22,319,908 | ||||||||||||
Net loss | 658,663 | $ 588,050 | |||||||||||
Working capital deficit | 1,106,879 | 4,435,427 | |||||||||||
Accrued interest | $ 199,453 | 140,812 | |||||||||||
Incorporated date | Jan. 26, 2017 | ||||||||||||
Operating activities | $ 312,264 | 506,660 | |||||||||||
Cash | 26,650 | $ 33,579 | |||||||||||
Titan Trucking LLC [Member] | Investor [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Cash | $ 1,000,000 | ||||||||||||
Titan Trucking LLC [Member] | Titan Trucking LLC [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Ownership percentage | 100% | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Accrued interest | $ 75,263 | ||||||||||||
Previously Reported [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Goodwill | $ 7,200,000 | $ 7,200,000 | |||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Derivative liability | $ 112,000,000 | ||||||||||||
Traqiq Solutions Inc [Member] | Ajay Sikka [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Consideration exchange | $ 1 | ||||||||||||
Short term debt | $ 209,587 |
SCHEDULE OF FINITE LONG-LIVED I
SCHEDULE OF FINITE LONG-LIVED INTANGIBLE ASSETS ESTIMATED USEFUL LIFE (Details) | Sep. 30, 2023 |
Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
Noncompete Agreement [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
SUMMARY OF DISAGGREGATION OF RE
SUMMARY OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||
Total revenue | $ 5,568,224 | $ 2,823,911 |
Continuing Operations [Member] | ||
Product Information [Line Items] | ||
Total revenue | 5,568,224 | 2,823,911 |
Product [Member] | Continuing Operations [Member] | ||
Product Information [Line Items] | ||
Total revenue | 935,209 | |
Waste Collection And Disposal [Member] | Continuing Operations [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 4,633,015 | $ 2,823,911 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 63,216,414 | |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 63,090,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 108,734 | |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 17,680 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | May 19, 2023 | |
Property, Plant and Equipment [Line Items] | ||||||
Cash FDIC amount | $ 250,000 | |||||
Allowance for credit loss | 77,690 | $ 77,690 | ||||
Accounts receivable, net | $ 413,723 | |||||
Subscriptions receivable | 200,000 | |||||
Goodwill | 6,650,621 | |||||
Impairment expense | 15,669,287 | |||||
Notes Payable | 577,480 | 93,744 | ||||
Advertising and marketing costs | 24,918 | $ 4,982 | ||||
Subscriptions receivable | 200,000 | |||||
Titan Trucking LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Cash FDIC amount | 250,000 | |||||
Goodwill | $ 22,319,908 | |||||
Amortization of Deferred Loan Origination Fees, Net | (6,663) | |||||
Advertising and marketing costs | 11,336 | 3,394 | ||||
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 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customer A [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 51% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 63% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customers [Member] | Titan Trucking LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 63% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | Titan Trucking LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 77% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 35% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customer [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 68% | |||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Three Customers [Member] | Titan Trucking LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 76% | 77% | ||||
Convertible Debt [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Amortization of Deferred Loan Origination Fees, Net | $ 210,225 | |||||
Amortization expense | (210,225) | |||||
Convertible Notes Payable [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Amortization of Deferred Loan Origination Fees, Net | $ 450 | |||||
Amortization expense | $ (450) | |||||
Titan Trucking LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Goodwill | $ 6,650,621 | $ 0 | $ 22,319,908 | |||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 5 years | |||||
Minimum [Member] | Titan Trucking LLC [Member] | Trailers Tractors Shop Equipment Lease hold Improvements and Container [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 5 years | |||||
Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 25 years | |||||
Maximum [Member] | Titan Trucking LLC [Member] | Trailers Tractors Shop Equipment Lease hold Improvements and Container [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 25 years |
SCHEDULE OF PURCHASE CONSIDERAT
SCHEDULE OF PURCHASE CONSIDERATION (Details) - Titan Trucking LLC [Member] | May 19, 2023 USD ($) |
Business Acquisition [Line Items] | |
TraQiQ, Inc. market capitalization at closing | $ 27,162,222 |
Total purchase consideration | $ 27,162,222 |
SCHEDULE OF TANGIBLE AND INTANG
SCHEDULE OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED AND LIABILITIES ASSUMED AT THEIR PRELIMINARY ESTIMATED FAIR VALUES (Details) - USD ($) | Sep. 30, 2023 | May 19, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 6,650,621 | ||
Titan Trucking LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 69,104 | ||
Accounts receivable | 369,338 | ||
Prepaid expenses and other current assets | 17,893 | ||
Inventory | 416,046 | ||
Fixed assets | 1,134 | ||
Intangible assets | 10,681,477 | ||
Goodwill | 22,319,908 | ||
Assets acquired total | 33,874,900 | ||
Accounts payable and accrued expenses | (1,009,993) | ||
Customer deposits | (311,544) | ||
Accrued payroll and related taxes | (21,077) | ||
Derivative liability | (219,171) | ||
Convertible notes payable – related parties | (1,466,382) | ||
Notes payable – related parties | (3,579,160) | ||
Liabilities acquired total | (6,712,678) | ||
Net fair value of assets (liabilities) | 27,162,222 | ||
Titan Trucking LLC [Member] | Related Party [Member] | |||
Business Acquisition [Line Items] | |||
Convertible notes payable – related parties | (102,851) | ||
Notes payable – related parties | $ (2,500) |
SCHEDULE OF SUPPLEMENTAL PRO-FO
SCHEDULE OF SUPPLEMENTAL PRO-FORMA FINANCIAL INFORMATION (Details) - Titan Trucking LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 5,936,731 | $ 4,204,694 |
Net loss | $ (122,348,055) | $ (24,337,792) |
Pro forma loss per common share basic | $ (1.46) | $ (5.52) |
Pro forma loss per common share diluted | $ (1.46) | $ (5.52) |
Pro forma weighted average number of common shares basic | 84,039,244 | 4,410,595 |
Pro forma weighted average number of common shares diluted | 84,039,244 | 4,410,595 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 19, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Professional fees | $ 2,131,902 | $ 103,247 | ||||
Revenue | $ 935,209 | |||||
Gross profit | $ 546,902 | 864,440 | $ (44,159) | |||
Share based compensation pro forma | $ 5,590,485 | |||||
Goodwill impairment loss pro forma | 15,669,287 | |||||
Goodwill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Professional fees | $ 450,000 | |||||
Titan Trucking LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Voting interest, rate | 65% | |||||
Professional fees | 265,575 | $ 30,503 | ||||
Gross profit | $ (4,740) | $ (1,969) | ||||
Titan Trucking LLC [Member] | Intellectual Property [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (years) | 10 years | |||||
Discount rate | 19.80% | |||||
Titan Trucking LLC [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate | 19.80% | |||||
Pre-tax royalty rate | 1% | |||||
Titan Trucking LLC [Member] | Noncompete Agreements [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (years) | 5 years | |||||
Discount rate | 19.80% | |||||
Series C Preferred Stock [Member] | Merger Agreement [Member] | Titan Trucking LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during period, shares, new issues | 630,900 | |||||
Series C Preferred Stock [Member] | Merger Agreement [Member] | Titan Trucking LLC [Member] | Chief Executive Officer [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock compensation | 70,100 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,752,328 | $ 6,741,605 |
Less accumulated depreciation | (1,347,904) | (1,097,664) |
Net book value | 5,404,424 | 5,643,941 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,520,886 | 1,397,311 |
Trucks And Tractors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,138,214 | 4,086,968 |
Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,033,259 | 1,197,357 |
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) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 10, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Line Items] | |||||
Depreciation expense | $ 316,957 | $ 225,640 | |||
Payments to acquire property, plant, and equipment | $ 173,625 | $ 3,254,502 | |||
Titan Trucking LLC [Member] | |||||
Asset Acquisition [Line Items] | |||||
Depreciation expense | $ 325,382 | $ 304,175 | |||
Payments to acquire property, plant, and equipment | $ 3,349,628 | $ 47,177 | |||
Titan Trucking LLC [Member] | Asset Purchase Agreement [Member] | |||||
Asset Acquisition [Line Items] | |||||
Payments to acquire property, plant, and equipment | $ 1,805,000 | ||||
Century Waste Management [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset acquisition, consideration transferred | $ 1,805,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (464,589) | |
Intangible assets, net | 10,904,388 | 687,500 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 687,500 | 687,500 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 10,333,144 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 275,447 | |
Noncompete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 72,886 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 298,798 | |
2024 | 1,188,698 | |
2025 | 1,185,450 | |
2026 | 1,185,450 | |
2027 | 1,185,450 | |
Thereafter | 5,860,542 | |
Total remaining amortization expense | $ 10,904,388 | $ 687,500 |
INTANGIBLES, NET (Details Narra
INTANGIBLES, NET (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
May 19, 2023 | Dec. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 464,589 | $ 0 | ||||
Note payable | 577,480 | $ 93,744 | ||||
Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Noncompete agreement | 10,333,144 | |||||
Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Noncompete agreement | 275,447 | |||||
Noncompete Agreement [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Noncompete agreement | $ 72,886 | |||||
WTI Global Inc [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Consideration transferred | $ 687,500 | |||||
Note payable | 170,000 | |||||
Equity infusion | 517,500 | |||||
Titan Trucking LLC [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 68,750 | |||||
Consideration transferred | $ 27,162,222 | |||||
Note payable in exchange for intangible asset purchase | 170,000 | |||||
Member contributions in exchange for intangible asset purchase | $ 517,500 | |||||
Titan Trucking LLC [Member] | Purchase Agreement [Member] | WTI Global Inc [Member] | ||||||
Finite-Lived Intangible Assets [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 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill | $ 6,650,621 | ||
Titan Trucking LLC [Member] | |||
Goodwill | 6,650,621 | $ 22,319,908 | 0 |
Goodwill recognized | 22,319,908 | ||
Impairment expense | $ 15,669,287 | ||
Recoup Technologies Inc [Member] | |||
Goodwill | $ 6,650,621 | $ 0 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Accounts payable | $ 2,481,160 | $ 669,231 | |
Credit card payable | 141,345 | 29,454 | |
Accrued interest | 100,648 | 12,298 | |
Accrued expenses and other | 187,615 | 25,675 | |
Total accounts payable and accrued expenses | $ 2,910,768 | 736,658 | |
Titan Trucking LLC [Member] | |||
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 WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Operating lease, weighted average remaining lease term | 4 years 2 months 12 days | 2 years 29 days | |
Operating lease, weighted average discount rate, percent | 7.92% | 7.57% | |
Titan Trucking LLC [Member] | |||
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 PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Future Minimum Lease Payments Under Operating Leases | ||
Remainder of 2023 | $ 94,549 | |
2024 | 432,168 | |
2025 | 366,287 | |
2026 | 385,560 | |
2027 | 400,982 | |
Thereafter | 102,211 | |
Total minimum lease payments | 1,781,757 | |
Less: imputed interest | (286,931) | |
Present value of future minimum lease payments | 1,494,826 | |
Current operating lease liabilities | 306,747 | $ 95,243 |
Non-current operating lease liabilities | $ 1,188,079 | $ 115,290 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Apr. 01, 2023 | Feb. 15, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Sep. 01, 2023 | |
Lease term | 12 months | |||||||
Operating lease expense | $ 251,846 | $ 76,383 | ||||||
Right of use asset | $ 1,420,803 | $ 194,112 | ||||||
Titan Trucking LLC [Member] | ||||||||
Lease expiration date | Jan. 15, 2025 | |||||||
Straight rent | $ 8,479 | |||||||
Operating lease expense | 112,753 | $ 112,198 | $ 211,963 | |||||
Right of use asset | $ 194,112 | $ 276,370 | ||||||
Payments for rent | 8,251 | |||||||
Titan Trucking LLC [Member] | Subsequent Event [Member] | ||||||||
Lease expiration date | Mar. 31, 2028 | |||||||
Straight rent | $ 33,564 | |||||||
Troy Michigan [Member] | ||||||||
Lease term | 62 months | |||||||
Lease expiration date | Jan. 15, 2025 | |||||||
Lease payment | $ 8,251 | |||||||
Straight rent | $ 8,479 | |||||||
Operating lease expense | 135,656 | |||||||
Detroit Michigan [Member] | ||||||||
Lease term | 60 months | |||||||
Lease expiration date | Mar. 31, 2028 | |||||||
Straight rent | 29,113 | |||||||
Operating lease expense | 1,572,000 | |||||||
Renewal term | 5 years | |||||||
Right of use asset | $ 1,411,851 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |||
Notes and Loans Payable, Current | $ 3,730,772 | $ 1,118,605 | |||
Notes and Loans, Noncurrent | 3,103,333 | 2,858,828 | |||
Debt Instrument, Unamortized Discount, Current | (7,934) | (20,447) | |||
Debt Instrument, Unamortized Discount, Noncurrent | (73,296) | (73,297) | |||
Titan Holdings 2 [Member] | |||||
Long-Term Debt, Current Maturities | [1] | ||||
Long-Term Debt, Excluding Current Maturities | [1] | 633,470 | |||
Related And Nonrelated Party [Member] | |||||
Notes Payable, Current | 3,722,838 | 1,098,158 | |||
Notes Payable, Noncurrent | 3,030,037 | 2,785,531 | |||
Related Party [Member] | |||||
Long-Term Debt, Current Maturities | |||||
Long-Term Debt, Excluding Current Maturities | 633,470 | ||||
Notes Payable, Current | |||||
Notes Payable, Noncurrent | 633,470 | ||||
Nonrelated Party [Member] | |||||
Notes Payable, Noncurrent | 2,396,568 | 2,785,531 | |||
Notes payable | 3,722,838 | 1,098,158 | |||
Notes payable | 2,396,568 | 2,785,531 | |||
WTI Global Inc [Member] | |||||
Long-Term Debt, Current Maturities | [2] | 170,000 | |||
Long-Term Debt, Excluding Current Maturities | [2] | ||||
Peoples United [Member] | |||||
Long-Term Debt, Current Maturities | [3] | 21,761 | 177,539 | ||
Long-Term Debt, Excluding Current Maturities | [3] | ||||
M&T Bank [Member] | |||||
Long-Term Debt, Current Maturities | [4] | 130,193 | 121,927 | ||
Long-Term Debt, Excluding Current Maturities | [4] | 222,488 | 321,192 | ||
Daimler Truck [Member] | |||||
Long-Term Debt, Current Maturities | [5] | 69,143 | 74,873 | ||
Long-Term Debt, Excluding Current Maturities | [5] | 53,429 | |||
Ascentium Capital [Member] | |||||
Long-Term Debt, Current Maturities | [6] | 158,257 | 152,467 | ||
Long-Term Debt, Excluding Current Maturities | [6] | 468,563 | 587,991 | ||
Balboa Capital [Member] | |||||
Long-Term Debt, Current Maturities | [7] | 41,810 | 38,895 | ||
Long-Term Debt, Excluding Current Maturities | [7] | 147,701 | 179,433 | ||
Blue Bridge Financial [Member] | |||||
Long-Term Debt, Current Maturities | [8] | 11,383 | 10,394 | ||
Long-Term Debt, Excluding Current Maturities | [8] | 42,286 | 50,951 | ||
Channel Equipment Finance [Member] | |||||
Long-Term Debt, Current Maturities | [9] | 17,503 | |||
Long-Term Debt, Excluding Current Maturities | [9] | 103,389 | |||
Financial Pacific [Member] | |||||
Long-Term Debt, Current Maturities | [10] | 31,108 | |||
Long-Term Debt, Excluding Current Maturities | [10] | 133,220 | |||
M2 Equipment [Member] | |||||
Long-Term Debt, Current Maturities | [10] | 29,187 | |||
Long-Term Debt, Excluding Current Maturities | 109,643 | [10] | 178,039 | [11] | |
Meridian Equipment [Member] | |||||
Long-Term Debt, Current Maturities | [11] | 42,177 | 39,527 | ||
Long-Term Debt, Excluding Current Maturities | 146,067 | [11] | 113,606 | [12] | |
Meridian Equipment Finance [Member] | |||||
Long-Term Debt, Current Maturities | [12] | 27,358 | 25,518 | ||
Long-Term Debt, Excluding Current Maturities | [12] | 92,851 | |||
Navitas [Member] | |||||
Long-Term Debt, Current Maturities | [13] | 39,055 | 36,791 | ||
Long-Term Debt, Excluding Current Maturities | [13] | 129,142 | 158,723 | ||
Pawnee [Member] | |||||
Long-Term Debt, Current Maturities | [14] | 44,761 | 41,480 | ||
Long-Term Debt, Excluding Current Maturities | [14] | 159,766 | 193,759 | ||
Signature [Member] | |||||
Long-Term Debt, Current Maturities | [15] | 81,439 | 73,973 | ||
Long-Term Debt, Excluding Current Maturities | [15] | 312,499 | 374,921 | ||
Trans Lease [Member] | |||||
Long-Term Debt, Current Maturities | [16] | 43,586 | 40,524 | ||
Long-Term Debt, Excluding Current Maturities | [16] | 124,485 | 157,569 | ||
Verdant [Member] | |||||
Long-Term Debt, Current Maturities | [17] | 46,446 | 44,324 | ||
Long-Term Debt, Excluding Current Maturities | [17] | 134,286 | 169,390 | ||
Western Equipment [Member] | |||||
Long-Term Debt, Current Maturities | [18] | 44,027 | 41,186 | ||
Long-Term Debt, Excluding Current Maturities | [18] | 153,220 | 186,605 | ||
Michaelson Capital [Member] | |||||
Long-Term Debt, Current Maturities | [19] | 2,732,090 | |||
Long-Term Debt, Excluding Current Maturities | [19] | ||||
Loanbuilder [Member] | |||||
Long-Term Debt, Current Maturities | [20] | 87,596 | |||
Long-Term Debt, Excluding Current Maturities | [20] | 123,477 | |||
Individual Notes Payable [Member] | |||||
Long-Term Debt, Current Maturities | [21] | 25,000 | |||
Long-Term Debt, Excluding Current Maturities | [21] | ||||
Kabbage Loans [Member] | |||||
Long-Term Debt, Current Maturities | [22] | 36,079 | |||
Long-Term Debt, Excluding Current Maturities | [22] | ||||
Baxter Credit Union [Member] | |||||
Long-Term Debt, Current Maturities | [22] | [23] | |||
Long-Term Debt, Excluding Current Maturities | [23] | ||||
[1]On April 30 th 10.5 0.5 12.5 562,470 five years 248,692 170,000 7 354,876 5.75 16,614 February 23, 2025 8.78 13,000 176,497 131,940 May 14, 2023 2,487 4.95 250,000 May 5, 2027 4,812 5.82 230,482 five years 4,860 9.68 64,539 five years 1,442 12.18 123,574 August 28, 2028 3,051 16.69 74,841 five years 1,585 9.87 230,000 five years 4,739 8.68 149,076 five years 3,118 9.32 210,000 five years 4,257 7.99 248,157 five years 5,296 10.19 284,951 six years 4,849 6.93 210,750 five years 4,838 9.75 241,765 five years 4,702 6.25 240,726 five years 4,989 8.93 3,017,090 12 35,000 250,000 299,710 50,599 25,000 12 0.5 120,800 77,748 4,077 3,658 35,507 99,995 8.50 |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2023 | Sep. 19, 2023 | Jun. 15, 2023 | May 19, 2023 | May 16, 2023 | Apr. 30, 2023 | Apr. 26, 2023 | Jan. 05, 2023 | Dec. 23, 2022 | Oct. 15, 2022 | Sep. 15, 2022 | Aug. 20, 2022 | Aug. 16, 2022 | Aug. 15, 2022 | Aug. 13, 2022 | Aug. 11, 2022 | Aug. 10, 2022 | Jul. 23, 2022 | Jun. 22, 2022 | Jun. 05, 2022 | May 10, 2022 | May 05, 2022 | Apr. 27, 2022 | Dec. 10, 2021 | Jun. 14, 2019 | Jun. 03, 2019 | Feb. 12, 2018 | Aug. 10, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 17, 2023 | Dec. 15, 2022 | Sep. 28, 2022 | Jul. 15, 2022 | Feb. 01, 2021 | May 05, 2020 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,944,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument capital interest expense | $ 391,735 | $ 111,597 | |||||||||||||||||||||||||||||||||||
Paycheck Protection Program Note Forgiveness [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 406,152 | $ 406,152 | |||||||||||||||||||||||||||||||||||
Gain on debt instrument forgiveness | $ 812,304 | ||||||||||||||||||||||||||||||||||||
Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Gain on debt instrument forgiveness | $ 812,305 | ||||||||||||||||||||||||||||||||||||
Titan Holdings 2 [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.50% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 562,470 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate increases | 0.50% | ||||||||||||||||||||||||||||||||||||
Short term borrowings | $ 248,692 | $ 248,692 | |||||||||||||||||||||||||||||||||||
Titan Holdings 2 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.50% | ||||||||||||||||||||||||||||||||||||
WTI Global Inc [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 170,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7% | ||||||||||||||||||||||||||||||||||||
Peoples United [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 354,876 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.75% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 16,614 | ||||||||||||||||||||||||||||||||||||
M&T Bank [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.78% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 13,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 23, 2025 | ||||||||||||||||||||||||||||||||||||
Balloon payment | $ 176,497 | ||||||||||||||||||||||||||||||||||||
Daimler Truck [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6% | ||||||||||||||||||||||||||||||||||||
Daimler Truck [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 160,601 | $ 131,940 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.95% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 2,795 | $ 2,487 | |||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 03, 2024 | May 14, 2023 | |||||||||||||||||||||||||||||||||||
Daimler Truck [Member] | Titan Trucking LLC [Member] | 6 % Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 155,740 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 2,762 | ||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 29, 2024 | ||||||||||||||||||||||||||||||||||||
Ascentium Capital [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 311,795 | $ 259,646 | $ 250,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.36% | 3.75% | 5.82% | ||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 5,935 | $ 4,753 | $ 4,812 | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 05, 2027 | May 10, 2027 | May 05, 2027 | ||||||||||||||||||||||||||||||||||
Balboa Capital [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 230,482 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 9.68% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,860 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Blue Bridge Financial [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 64,539 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.18% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 1,442 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Channel Equipment Finance [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 123,574 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 16.69% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 3,051 | ||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 28, 2028 | ||||||||||||||||||||||||||||||||||||
Financial Pacific [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 95,127 | $ 74,841 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.49% | 9.87% | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 1,906 | $ 1,585 | |||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||
M2 Equipment [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 230,000 | $ 230,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.68% | 8.68% | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,739 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Meridian Equipment [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 149,076 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 9.32% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 3,118 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Navitas [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 210,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.99% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,257 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Pawnee [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 248,157 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.19% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 5,296 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Signature [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 191,250 | $ 284,951 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.25% | 6.93% | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 3,901 | $ 4,849 | |||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | 6 years | |||||||||||||||||||||||||||||||||||
Trans Lease [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 210,750 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 9.75% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,838 | ||||||||||||||||||||||||||||||||||||
Verdant [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 241,765 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.25% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,702 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Western Equipment [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 240,726 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.93% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,989 | ||||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 35,000 | ||||||||||||||||||||||||||||||||||||
Secured promissory note | 3,017,090 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Loanbuilder [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 25,299 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | 1,545 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | $ 6,046 | $ 299,710 | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 6,325 | ||||||||||||||||||||||||||||||||||||
Loan Builder Three [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | 50,599 | ||||||||||||||||||||||||||||||||||||
Individual Notes Payable [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate increases | 0.50% | ||||||||||||||||||||||||||||||||||||
Kabbage Loans [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 77,748 | $ 120,800 | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | 35,507 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | 3,658 | ||||||||||||||||||||||||||||||||||||
Debt instrument capital interest expense | $ 4,077 | ||||||||||||||||||||||||||||||||||||
Baxter Credit Union [Member] | |||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.50% | ||||||||||||||||||||||||||||||||||||
Debt instrument issued, principal | $ 99,995 |
SCHEDULE OF PRINCIPAL MATURITIE
SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Titan Trucking LLC [Member] | ||
Debt Instrument [Line Items] | ||
2023 | $ 1,118,605 | |
2024 | 806,510 | |
2025 | 857,789 | |
2026 | 723,597 | |
Thereafter | 28,514 | |
Total principal payments | 3,977,434 | |
Less: debt issuance costs | (93,745) | |
Total convertible notes payable | 3,883,689 | |
2027 | 442,419 | |
Total notes payable | $ 3,883,689 | |
Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | $ 3,038,298 | |
2023 | 910,150 | |
2024 | 956,601 | |
2025 | 773,061 | |
2026 | 472,417 | |
Thereafter | 683,579 | |
Total principal payments | 6,834,106 | |
Less: debt issuance costs | (81,230) | |
Total convertible notes payable | 6,752,876 | |
Total notes payable | 6,752,876 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 13,002 | |
2023 | 3,746,000 | |
2024 | ||
2025 | ||
2026 | ||
Total principal payments | 3,759,002 | |
Less: debt issuance costs | (496,250) | |
Total convertible notes payable | 3,262,752 | |
Total notes payable | $ 3,262,752 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 2,178,000 | ||
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable – related parties | 523,662 | ||
Convertible notes payable | 523,662 | ||
Current [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | 3,759,002 | ||
Less: discounts | (496,250) | ||
Total notes payable | 3,262,752 | ||
Convertible notes payable – related parties | 2,739,090 | ||
Convertible notes payable | 2,739,090 | ||
Current [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable – related parties | 523,662 | ||
Convertible notes payable | 523,662 | ||
Current [Member] | Evergreen 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [1] | ||
Current [Member] | Evergreen 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [2] | ||
Current [Member] | GS Capital [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [3] | ||
Current [Member] | Chambers [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [4] | ||
Current [Member] | Eleven 11 [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [5] | ||
Current [Member] | Cavalry Fund [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [6] | ||
Current [Member] | Keystone Capital [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [7] | ||
Current [Member] | Diagonal lending [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [8] | 13,002 | |
Current [Member] | Seven Knots [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [9] | ||
Current [Member] | Sikka [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [10] | ||
Current [Member] | Miller [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [11] | ||
Current [Member] | Calvary Fund Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [12] | 1,150,000 | |
Current [Member] | Evergreen Bridge Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [13] | 745,000 | |
Current [Member] | Keystone Capital Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [14] | 70,500 | |
Current [Member] | Seven Knots Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [15] | 70,500 | |
Current [Member] | Individual Two Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [16] | 300,000 | |
Current [Member] | Individual Three Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [17] | 30,000 | |
Current [Member] | Individual Four Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [18] | 180,000 | |
Current [Member] | Individual Five Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [19] | 600,000 | |
Current [Member] | Miller Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [20] | 480,000 | |
Current [Member] | Titan Five Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [21] | 120,000 | |
Non Current [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | |||
Less: discounts | |||
Total notes payable | |||
Convertible notes payable – related parties | |||
Convertible notes payable | |||
Non Current [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable – related parties | |||
Convertible notes payable | |||
Non Current [Member] | Evergreen 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [1] | ||
Non Current [Member] | Evergreen 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [2] | ||
Non Current [Member] | GS Capital [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [3] | ||
Non Current [Member] | Chambers [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [4] | ||
Non Current [Member] | Eleven 11 [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [5] | ||
Non Current [Member] | Cavalry Fund [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [6] | ||
Non Current [Member] | Keystone Capital [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [7] | ||
Non Current [Member] | Diagonal lending [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [8] | ||
Non Current [Member] | Seven Knots [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | [9] | ||
Non Current [Member] | Sikka [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [10] | ||
Non Current [Member] | Miller [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [11] | ||
Non Current [Member] | Calvary Fund Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [12] | ||
Non Current [Member] | Evergreen Bridge Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [13] | ||
Non Current [Member] | Keystone Capital Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [14] | ||
Non Current [Member] | Seven Knots Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [15] | ||
Non Current [Member] | Individual Two Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [16] | ||
Non Current [Member] | Individual Three Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [17] | ||
Non Current [Member] | Individual Four Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [18] | ||
Non Current [Member] | Individual Five Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [19] | ||
Non Current [Member] | Miller Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [20] | ||
Non Current [Member] | Titan Five Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [21] | ||
[1]On October 31, 2022, the Company issued a 20 48,000 10 July 21, 2023 75 1,000,000 0 20 12,000 480,000 10 December 31, 2023 April 30, 2024 0.015 90 0 July 5, 2022 36,000 12 July 5, 2023 0 20 60,000 10 February 28, 2024 0.015 90 0 20 54,000 60,000 10 February 14, 2024 February 28, 2024 0.015 90 0 20 108,000 120,000 10 February 28, 2024 April 30, 2024 0.015 90 0 20 30,000 90,000 10 February 28, 2024 April 17, 2024 0.015 90 0 130,016 11 November 22, 2023 78,010 26,003 75 20 60,000 10 April 16, 2024 0.015 90 0 20 120,000 10 May 31, 2024 0.015 90 0 20 60,000 10 May 31, 2024 0.015 90 0 20 141,000 400,000 10 May 19, 2024 August 7, 2024 20 141,000 400,000 10 May 19, 2024 July 7, 2024 20 70,500 10 July 20, 2024 20 70,500 10 July 20, 2024 20 300,000 10 July 20, 2024 20 30,000 10 July 24, 2024 20 180,000 10 July 24, 2024 20 600,000 10 July 28, 2024 20 240,000 10 June 13, 2024 July 24, 2024 20 120,000 10 June 13, 2024 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLES (Details) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Aug. 07, 2023 | Jul. 28, 2023 | Jul. 24, 2023 | Jul. 20, 2023 | Jul. 17, 2023 | Jul. 07, 2023 | Jun. 13, 2023 | May 12, 2023 | Apr. 26, 2023 | Apr. 18, 2023 | Apr. 17, 2023 | Mar. 14, 2023 | Feb. 16, 2023 | Feb. 14, 2023 | Nov. 22, 2022 | Oct. 31, 2022 | Jul. 17, 2022 | Jul. 05, 2022 | Apr. 06, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 16, 2023 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 1,944,000 | |||||||||||||||||||||
Evergreen Capital Management LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
Evergreen 2023 Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
GS Capital Partners LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 36,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 12% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 05, 2023 | |||||||||||||||||||||
Debt instrument repaid principal | $ 0 | |||||||||||||||||||||
Debt instrument, issuance date | Jul. 05, 2022 | |||||||||||||||||||||
Chambers Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
Eleven 11 LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
Cavalry Fund ILP [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
Keystone Capital Partners [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
Seven Knots LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | 0 | |||||||||||||||||||||
Sikka Note [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument repaid principal | $ 0 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen Capital Management LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 48,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 21, 2023 | |||||||||||||||||||||
Debt instrument convertible stock price | 75% | |||||||||||||||||||||
Equity securities total | $ 1,000,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen 2023 Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Dec. 31, 2023 | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument, maturity date range, end | Apr. 30, 2024 | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen 2023 Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 12,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen 2023 Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 480,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Chambers Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 60,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Feb. 28, 2024 | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Eleven 11 LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | 20% | ||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | 10% | ||||||||||||||||||||
Debt instrument, maturity date range, start | Feb. 14, 2024 | Feb. 14, 2024 | ||||||||||||||||||||
Debt instrument convertible stock price | 90% | 90% | ||||||||||||||||||||
Debt instrument, maturity date range, end | Feb. 28, 2024 | Feb. 28, 2024 | ||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | $ 0.015 | ||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Eleven 11 LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 54,000 | $ 54,000 | ||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Eleven 11 LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 60,000 | $ 60,000 | ||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Cavalry Fund ILP [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Feb. 28, 2024 | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument, maturity date range, end | Apr. 30, 2024 | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Cavalry Fund ILP [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 108,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Cavalry Fund ILP [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 120,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Keystone Capital Partners [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Feb. 28, 2024 | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument, maturity date range, end | Apr. 17, 2024 | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Keystone Capital Partners [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 30,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Keystone Capital Partners [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 90,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Diagonal Lending LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 130,016 | $ 78,010 | ||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 11% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Nov. 22, 2023 | |||||||||||||||||||||
Debt instrument convertible stock price | 75% | |||||||||||||||||||||
Repayments of Debt | $ 26,003 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Seven Knots LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 60,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Apr. 16, 2024 | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Sikka Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, maturity date range, start | May 31, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Sikka Note [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 120,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Miller Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, maturity date range, start | May 31, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Miller Note [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 60,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||||||
Debt instrument repaid principal | $ 0 | |||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Calvary Fund Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | May 19, 2024 | |||||||||||||||||||||
Debt instrument, maturity date range, end | Aug. 07, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Calvary Fund Bridge Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 141,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Calvary Fund Bridge Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 400,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | May 19, 2024 | |||||||||||||||||||||
Debt instrument, maturity date range, end | Jul. 07, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen Bridge Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 141,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen Bridge Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 400,000 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Keystone Capital Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 20, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Keystone Capital Bridge Notes [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 70,500 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Seven Knots Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 70,500 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 20, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Individual Two Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 300,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 20, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Individual Three Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 30,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 24, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Individual Four Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 180,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 24, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Individual Five Bridge Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 600,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jul. 28, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Miller Bridge Notes [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 240,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jun. 13, 2024 | |||||||||||||||||||||
Debt instrument, maturity date range, end | Jul. 24, 2024 | |||||||||||||||||||||
20% Senior Secured Promissory Note [Member] | Titan Five Bridge Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Senior secured promissory notes percentage | 20% | |||||||||||||||||||||
Debt instrument face amount | $ 120,000 | |||||||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||||||
Debt instrument, maturity date range, start | Jun. 13, 2024 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 391,735 | $ 111,597 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Interest Expense, Other | $ 676,726 | $ 107,816 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Other | $ 116 | $ 0 |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS (Details) | 9 Months Ended | |
Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Measurement Input, Expected Term [Member] | Black Scholes Valuation Model [Member] | ||
Derivative [Line Items] | ||
Expected term (years) | 4 months 13 days | |
Measurement Input, Expected Term [Member] | Minimum [Member] | Monte Carlo Valuation Model [Member] | ||
Derivative [Line Items] | ||
Expected term (years) | 7 months | |
Measurement Input, Expected Term [Member] | Maximum [Member] | Monte Carlo Valuation Model [Member] | ||
Derivative [Line Items] | ||
Expected term (years) | 7 months 4 days | |
Measurement Input, Price Volatility [Member] | Monte Carlo Valuation Model [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 412.6 | |
Measurement Input, Price Volatility [Member] | Black Scholes Valuation Model [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 875 | |
Measurement Input, Expected Dividend Rate [Member] | Monte Carlo Valuation Model [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 0 | |
Measurement Input, Expected Dividend Rate [Member] | Black Scholes Valuation Model [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 0 | |
Measurement Input, Risk Free Interest Rate [Member] | Monte Carlo Valuation Model [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 5.40 | |
Measurement Input, Risk Free Interest Rate [Member] | Black Scholes Valuation Model [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 5.46 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) (Parenthetical) | Sep. 30, 2023 shares |
Platinum Point Capital, LLC [Member] | |
Number of warrants issued | 25,000 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative liability | $ 25,909 | |
Platinum Point Capital, LLC [Member] | ||
Derivative liability | 16,391 | |
Diagonal Lending Capital LLC [Member] | ||
Derivative liability | $ 9,518 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance | |
Issuances of warrants/conversion option - derivative liabilities | 219,172 |
Extinguishment of conversion option derivative liabilities due to debt extinguishment | (160,002) |
Change in fair value of warrants/conversion option - derivative liabilities | (33,261) |
Balance | $ 25,909 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - Platinum Point Capital, LLC [Member] | Feb. 12, 2021 $ / shares shares |
Number of warrants granted | shares | 25,000 |
Warrants and Rights Outstanding, Term | 3 years |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.60 |
BENEFIT PLAN (Details Narrative
BENEFIT PLAN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employer contribution | $ 22,500 | |||
Defined contribution plan percent | 50% | |||
Defined contribution plan, employer matching contribution, percent | 100% | |||
Employer contributions | $ 10,862 | $ 8,226 | ||
Titan Trucking LLC [Member] | ||||
Employer contribution | $ 11,164 | $ 10,957 | ||
Payments to employees | $ 22,500 | |||
Defined benefit plan percentage of match | 50% | |||
Defined benefit plan vesting percentage | 100% | |||
Maximum [Member] | ||||
Defined contribution plan percent | 3% | |||
Maximum [Member] | Titan Trucking LLC [Member] | ||||
Defined benefit plan percentage of match | 3% |
SCHEDULE OF CHANGES IN COMMON S
SCHEDULE OF CHANGES IN COMMON STOCK WARRANTS (Details) - Warrant [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | ||
Exercise price, beginning balance | ||
Aggregate intrinsic value of vested warrants outstanding beginning balance | ||
Weighted-average exercise price, outstanding beginning balance | ||
Warrants acquired concurrent with the Titan Merger | 108,734 | |
Weighted-average remaining contractual life, assumed | 7 months 13 days | |
Aggregate intrinsic value of vested warrants assumed | $ 35,702 | |
Weighted-average exercise price, assumed | $ 9.29 | |
Warrants granted | ||
Exercise price, Warrants granted | ||
Warrants exercised/exchanged | ||
Exercise price, Warrants exercised/exchanged | ||
Warrants expired/cancelled | ||
Exercise price, Warrants expired/cancelled | ||
Ending balance | 108,734 | |
Exercise price, Ending balance | ||
Weighted-average remaining contractual life, outstanding ending balance | 7 months 13 days | |
Aggregate intrinsic value of vested warrants outstanding ending balance | $ 35,702 | |
Weighted-average exercise price, outstanding ending balance | $ 9.29 | |
Exercisable at ending | 106,907 | |
Exercisable price per share | ||
Weighted-average remaining contractual life, exercisable ending balance | 7 months 17 days | |
Exercisable Aggregate Intrinsic Value | $ 33,891 | |
Exercisable weighted price per share | $ 9.45 | |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price, Warrants assumed | 0.008 | |
Exercise price, Ending balance | 0.008 | |
Exercisable price per share | $ 0.008 | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price, Warrants assumed | 16 | |
Exercise price, Ending balance | 16 | |
Exercisable price per share | $ 16 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 20, 2023 | Jul. 17, 2023 | May 19, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 15, 2022 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Member's equity | $ 2,526,104 | |||||||||
Settlement of promissory notes | $ 170,000 | |||||||||
Common stock shares outstanding | 0 | 15,134,545 | 15,134,545 | |||||||
Common stock shares issued | 0 | 15,134,545 | 15,134,545 | |||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||
Unreimbursed advances | $ 100,000 | |||||||||
Outstanding principal and accrued interest | $ 2,178,000 | $ 2,178,000 | ||||||||
Fair value deemed | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 33,952,778 | |||||||||
REI Exchange Agreement [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 14,118,233 | |||||||||
Note Exchange Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 38,800,764 | |||||||||
Outstanding principal and accrued interest | $ 1,944,000 | |||||||||
Outstanding principal and accrued interest | $ 75,263 | |||||||||
Series A convertible preferred stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock shares outstanding | 0 | 0 | 0 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Series B Preferred Stock [Member] | Series B Preferred Exchange Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 220,135 | |||||||||
Series B Preferred Stock [Member] | Series B Preferred Exchange Agreements [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 5,000,000 | |||||||||
Series B Preferred Stock [Member] | REI Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 1,250,000 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock shares outstanding | 0 | 0 | 0 | |||||||
Convertible into shares of common stock | 100 | 100 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Series B Convertible Preferred Stock [Member] | REI Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 1,250,000 | |||||||||
Series A Rights [Member] | Series B Preferred Exchange Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 22,013,500 | |||||||||
Series A Rights [Member] | REI Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 108,729,363 | |||||||||
Series B Rights [Member] | REI Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 30,388,873 | |||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | 0 | 630,900 | 630,900 | |||||||
Preferred stock shares outstanding | 0 | 630,900 | 630,900 | |||||||
Convertible into shares of common stock | 100 | 100 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, liquidation preference | $ 1,000 | $ 1,000 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares, new issues | 7,000,000 | |||||||||
Series A Preferred Stock [Member] | Rights Exchanges [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Rights exchange loss | $ 116,591,322 | $ 116,591,322 | ||||||||
Series A Right Share [Member] | Series B Preferred Exchange Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair value deemed | $ 2.90 | |||||||||
Series A Right Share [Member] | REI Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair value deemed | $ 1.80 | |||||||||
Series A Right Share [Member] | Note Exchange Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair value deemed | $ 2.90 | |||||||||
Series B Right Share [Member] | REI Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair value deemed | $ 1.80 | |||||||||
WTI Global Inc [Member] | Promissory Note [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Settlement of promissory notes | $ 170,000 | |||||||||
Membership percentage | 2.254% | |||||||||
Titan Trucking LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Voting rights, Description | Each Member had voting rights based on and proportionate to such Member’s Membership interest | |||||||||
Titan Trucking LLC [Member] | WTI Global Inc [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Membership percentage | 7% | |||||||||
Titan Trucking LLC Reverse Acquisition [Member] | Series C Convertible Preferred Stock [Member] | Merger Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 630,900 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 70,100 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARDS ACTIVITY (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||||
Number of shares, nonvested beginning balance | 3,000,000 | |||||
Weighted average grant date fair value, nonvested beginning balance | $ 0.01 | |||||
Number of shares, nonvested granted | ||||||
Weighted average grant date fair value, nonvested granted | ||||||
Number of shares, nonvested vested | 600,000 | |||||
Weighted average grant date fair value, nonvested vested | $ 0.01 | |||||
Number of shares, nonvested forfeitures | 4,705,000 | |||||
Weighted average grant date fair value, nonvested forfeitures | ||||||
Number of shares, nonvested ending balance | 3,000,000 | 3,000,000 | 3,000,000 | |||
Weighted average grant date fair value, nonvested ending balance | $ 0.01 | |||||
Number of shares, nonvested assumed due to titan merger vested and unreleased | 1,405,000 | |||||
Weighted Average Grant Date Fair Value, Nonvested Beginning balance | $ 0.01 | |||||
Number of shares, nonvested assumed due to titan merger unvested | 3,600,000 | |||||
Weighted Average Grant Date Fair Value, Nonvested Beginning balance | $ 0.01 | |||||
Weighted average remaining contractual term years, Acquired concurrent with the Titan Merger | 2 years 7 months 13 days | |||||
Weighted average remaining contractual term years, nonvested | 1 year 11 months 12 days | |||||
Number of shares, nonvested vested and unreleased | 2,005,000 | |||||
Weighted average grant date fair value, vested and unreleased | $ 0.01 | |||||
Number of shares, nonvested forfeitures | (4,705,000) | |||||
Number of shares, nonvested vested and unreleased | (300,000) | |||||
Weighted average grant date fair value, vested and unreleased | ||||||
Number of shares, nonvested outstanding, ending balance | ||||||
Weighted average grant date fair value, nonvested outstanding, ending balance |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 13, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares, nonvested vested and unreleased | 2,005,000 | |||||||
[custom:StockIssuedDuringPeriodSharesRestrictedStockAwardVestedForfeited] | 1,705,000 | |||||||
[custom:StockIssuedDuringPeriodSharesRestrictedStockAwardUnvestedForfeited] | 3,000,000 | |||||||
Share-Based Payment Arrangement, Expense | $ 5,590,485 | |||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndUnreleasedInPeriodFairValue-0] | $ 16,439 | 16,439 | ||||||
Share based compensation option vested | 600,000 | |||||||
Share based compensation | $ 5,590,485 | |||||||
Titan Merger Acquisition [Member] | Series C Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation option vested | 70,100 | |||||||
Share based compensation | $ 5,586,796 | |||||||
Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-Based Payment Arrangement, Expense | $ 0 | 5,590,485 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0 | 0 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 3,510 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||
May 19, 2023 | Oct. 31, 2023 | Apr. 30, 2023 | Nov. 14, 2023 | Sep. 30, 2023 | Jul. 17, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Principal note principal | $ 1,944,000 | ||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | |||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||
Notes payable | $ 577,480 | $ 93,744 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal note principal | $ 250,000 | ||||||
Promissory note maturity description | The promissory note is to be repaid within thirty days of the receipt of bridge funding received by the Company as a result of a planned private placement of equity securities. | ||||||
Subsequent Event [Member] | Titan Environmental Solutions Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Capital Units, Authorized | 425,000,000 | ||||||
Common Stock, Shares Authorized | 400,000,000 | ||||||
Preferred Stock, Shares Authorized | 25,000,000 | ||||||
Subsequent Event [Member] | Titan Environmental Solutions Inc [Member] | Series A convertible preferred stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred Stock, Shares Authorized | 630,900 | ||||||
Subsequent Event [Member] | Titan Trucking LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Notes payable | $ 592,470 | ||||||
Debt instrument maturity date | Apr. 30, 2028 | ||||||
Debt instrument, description | 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 Trucking LLC [Member] | Series C Preferred Stock [Member] | Titan Merger Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 630,900 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 5,627 | $ 1,241 | ||
Titan Trucking LLC [Member] | ||||
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 ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Employee retention credits | $ (422,845) | ||||
Titan Trucking LLC [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Employee retention credits | $ 422,845 | $ 422,845 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,752,328 | $ 6,741,605 | |
Less: accumulated depreciation | (1,347,904) | (1,097,664) | |
Net book value | 5,404,424 | 5,643,941 | |
Titan Trucking LLC [Member] | |||
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 | 1,520,886 | 1,397,311 | |
Containers [Member] | Titan Trucking LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,397,311 | ||
Trucks [Member] | Titan Trucking LLC [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 | 1,033,259 | 1,197,357 | |
Trailers [Member] | Titan Trucking LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,197,357 | 1,829,853 | |
Office Equipment [Member] | Titan Trucking LLC [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 | |
Leasehold Improvements [Member] | Titan Trucking LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 19,589 | $ 19,589 |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Less: accumulated amortization | $ 464,589 | ||
Intangible assets, net | $ 10,904,388 | 687,500 | |
Titan Trucking LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Customer lists | 687,500 | ||
Less: accumulated amortization | |||
Intangible assets, net | $ 687,500 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
2023 | $ 432,168 | ||
2024 | 366,287 | ||
2025 | 385,560 | ||
Total minimum lease payments | 1,781,757 | ||
Less: imputed interest | (286,931) | ||
Present value of future minimum lease payments | 1,494,826 | ||
Current operating lease liabilities | 306,747 | $ 95,243 | |
Non-current operating lease liabilities | $ 1,188,079 | 115,290 | |
Titan Trucking LLC [Member] | |||
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 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | ||
Related Party [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | ||||
Notes payable, noncurrent | $ 633,470 | |||
Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | 1,118,605 | $ 4,905,070 | ||
Notes payable, noncurrent | 2,858,828 | 837,219 | ||
Titan Trucking LLC [Member] | Related Party [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | 3,660,864 | |||
Fifth Third Bank PPP [Member] | Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Debt instrument, maturity date | [1] | Feb. 08, 2022 | ||
Fifth Third Bank PPP [Member] | Maximum [Member] | Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Debt instrument, maturity date | [1] | May 24, 2022 | ||
WTI Global Inc [Member] | Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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 | |||
People United [Member] | Collateralized Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | 74,873 | 138,374 | ||
Notes payable, noncurrent | $ 53,429 | 216,560 | ||
Daimler Truck [Member] | Minimum [Member] | Collateralized Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | 152,467 | |||
Notes payable, noncurrent | $ 587,991 | |||
Ascentium Capital [Member] | Minimum [Member] | Collateralized Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | 29,187 | |||
Notes payable, noncurrent | $ 133,220 | |||
Financial Pacific [Member] | Minimum [Member] | Collateralized Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [Line Items] | ||||
Notes payable, current | 73,973 | |||
Notes payable, noncurrent | $ 374,921 | |||
Signature [Member] | Minimum [Member] | Collateralized Loans [Member] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | Related Party [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | Related Party [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | Related Party [Member] | ||||
Financing Receivable, Modified [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] | Titan Trucking LLC [Member] | Related Party [Member] | ||||
Financing Receivable, Modified [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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Subscription receivable in exchange for equity | $ 200,000 | ||
Titan Trucking LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Stock issued | 4,505,646 | ||
Additional contribution paid | 517,500 | ||
Subscription receivable in exchange for equity | $ 200,000 |