Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56148 | ||
Entity Registrant Name | Titan Environmental Solutions Inc. | ||
Entity Central Index Key | 0001514056 | ||
Entity Tax Identification Number | 30-0580318 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 300 E. Long Lake Road | ||
Entity Address, Address Line Two | Suite 100A | ||
Entity Address, City or Town | Bloomfield Hills, | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48304 | ||
City Area Code | (248) | ||
Local Phone Number | 775-7400 | ||
Title of 12(g) Security | Common Stock, par value $0.0001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12,808,304 | ||
Entity Common Stock, Shares Outstanding | 25,386,814 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 317 | ||
Auditor Name | Freed Maxick CPAs, P.C | ||
Auditor Location | Buffalo, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 103,578 | $ 26,650 |
Accounts receivable, net | 970,629 | 517,583 |
Subscriptions receivable | 200,000 | |
Other receivables | 7,351 | 1,241 |
Prepaid expenses and other current assets | 248,932 | 128,689 |
Inventory | 145,000 | |
Total Current Assets | 1,475,490 | 874,163 |
Property and equipment, net | 5,780,747 | 5,643,941 |
Intangible assets, net | 6,654,030 | 687,500 |
Goodwill | 6,516,915 | |
Other assets | 165,668 | 8,251 |
Operating lease right-of-use asset, net | 1,582,624 | 194,112 |
Total Non-current Assets | 20,699,984 | 6,533,804 |
TOTAL ASSETS | 22,175,474 | 7,407,967 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 4,072,958 | 736,658 |
Customer deposits | 226,671 | |
Accrued payroll and related taxes | 144,326 | 50,983 |
Derivative liability | 17,500 | |
Operating lease liability, current | 391,547 | 95,243 |
Shares to be issued | 50,000 | |
Total Current Liabilities | 12,410,598 | 1,981,042 |
Notes payable, net of current portion and discounts – related party | 3,174,685 | 2,785,531 |
Operating lease liability, net of current portion | 1,290,866 | 115,290 |
Total Non-current Liabilities | 4,465,551 | 2,900,821 |
Total Liabilities | 16,876,149 | 4,881,863 |
Commitments and contingencies (Note 16) | ||
Members’ Equity | 2,526,104 | |
Common stock, par value, $0,0001, 300,000,000 shares authorized, 15,134,545 and 0 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 1,513 | |
Additional paid in capital | 155,377,798 | |
Accumulated deficit | (150,080,049) | |
Total Stockholders’ Equity / Members’ Equity | 5,299,325 | 2,526,104 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / MEMBERS’ EQUITY | 22,175,474 | 7,407,967 |
Series A Convertible Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred stock value | ||
Series B Convertible Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred stock value | ||
Series C Convertible Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred stock value | 63 | |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Convertible notes payable, net of discounts | 2,871,900 | |
Notes payable, net of discounts | 3,381,446 | 1,098,158 |
Notes payable, net of current portion and discounts – related party | 2,571,215 | 2,785,531 |
Related Party [Member] | ||
Current Liabilities: | ||
Convertible notes payable, net of discounts | 724,250 | |
Notes payable, net of discounts | 530,000 | |
Notes payable, net of current portion and discounts – related party | $ 603,470 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUE | $ 7,624,584 | $ 4,203,112 |
COST OF REVENUES | 6,503,135 | 4,207,852 |
GROSS PROFIT (LOSS) | 1,121,449 | (4,740) |
OPERATING EXPENSES | ||
Salaries and salary related costs | 1,720,492 | 475,512 |
Stock-based compensation | 5,590,486 | |
Professional fees | 3,146,692 | 265,575 |
Depreciation and amortization | 505,434 | |
General and administrative expenses | 1,074,634 | 359,175 |
Goodwill impairment | 20,364,001 | |
Total operating expenses | 32,401,739 | 1,100,262 |
OPERATING LOSS | (31,280,290) | (1,105,002) |
OTHER (EXPENSE) INCOME: | ||
Change in fair value of derivative liability | 41,670 | |
Interest expense, net of interest income | (1,380,122) | (199,453) |
Gain on forgiveness of note payable | 91,803 | |
Gain on forgiveness of Paycheck Protection Program loans | 812,305 | |
Other income (expense), net | 113,212 | (166,513) |
Loss on extinguishment of debt and issuance of common share rights | (116,591,322) | |
Total other (expense) income | (117,724,759) | 446,339 |
Provision for income taxes | ||
Net loss | (149,005,049) | (658,663) |
Deemed dividend | (1,075,000) | |
Net loss available to common stockholders | $ (150,080,049) | $ (658,663) |
Net loss per share, basic | $ (0.88) | |
Net loss per share, diluted | $ (0.88) | |
Weighted-average common shares outstanding - basic | 170,715,695 | |
Weighted-average common shares outstanding - diluted | 170,715,695 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity/Members's Equity - USD ($) | Members Equity (Deficiency) [Member] | Members Equity (Deficiency) [Member] Pre Titan Merger [Member] | Members Equity (Deficiency) [Member] Post Titan Merger [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Pre Titan Merger [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Post Titan Merger [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Pre Titan Merger [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Post Titan Merger [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] Pre Titan Merger [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] Post Titan Merger [Member] | Common Stock [Member] | Common Stock [Member] Pre Titan Merger [Member] | Common Stock [Member] Post Titan Merger [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Pre Titan Merger [Member] | Additional Paid-in Capital [Member] Post Titan Merger [Member] | Retained Earnings [Member] | Retained Earnings [Member] Pre Titan Merger [Member] | Retained Earnings [Member] Post Titan Merger [Member] | Total | Pre Titan Merger [Member] | Post Titan Merger [Member] |
Balance - January 1, 2022 at Dec. 31, 2021 | $ (2,038,379) | $ (2,038,379) | ||||||||||||||||||||||
Balance, shares at Dec. 31, 2021 | ||||||||||||||||||||||||
Net loss | (658,663) | (658,663) | ||||||||||||||||||||||
Member contributions | 5,223,146 | 5,223,146 | ||||||||||||||||||||||
Balance - December 31, 2022 at Dec. 31, 2022 | 2,526,104 | 2,526,104 | ||||||||||||||||||||||
Balance, shares at Dec. 31, 2022 | ||||||||||||||||||||||||
Settlement of note due to contribution | 170,000 | 170,000 | ||||||||||||||||||||||
Net loss | $ (664,601) | $ (148,340,448) | (149,005,049) | $ (664,601) | $ (148,340,448) | |||||||||||||||||||
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 | 5,590,448 | 5,590,485 | ||||||||||||||||||||
Share-based compensation, shares | 70,100 | 300,000 | ||||||||||||||||||||||
Cancelation of Series C Preferred Stock for options | $ (7) | 7 | ||||||||||||||||||||||
Cancelation of Series C Preferred Stock for options, shares | (70,100) | |||||||||||||||||||||||
Issuance of warrants | 1,375,000 | (1,075,000) | 300,000 | |||||||||||||||||||||
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 - December 31, 2022 at Dec. 31, 2023 | $ 63 | $ 1,513 | $ 155,377,798 | $ (150,080,049) | $ 5,299,325 | |||||||||||||||||||
Balance, shares at Dec. 31, 2023 | 630,900 | 15,134,545 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
CASH FLOW FROM OPERATING ACTIVIITES | |||
Net loss | $ (149,005,049) | $ (658,663) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Goodwill impairment | 20,364,001 | ||
Gain on forgiveness of note payable | (91,803) | ||
Gain on forgiveness of the Paycheck Protection Program loan | (812,305) | ||
Provision for (recovery of) credit losses | (17,965) | 77,690 | |
Depreciation and amortization | [1] | 929,454 | 325,382 |
Stock-based compensation | 5,590,486 | ||
Change in fair value of derivative liability and derivative expense | (41,670) | ||
Amortization of discounts and convertible options on debt | 403,328 | 6,663 | |
Loss on extinguishment of convertible notes | 116,591,322 | ||
Loss on sale of property and equipment | 168,208 | ||
Changes in assets and liabilities | |||
Accounts receivable | (65,743) | (181,549) | |
Prepaid expenses and other current assets | (102,429) | (40,374) | |
Other receivables | (6,110) | 424,775 | |
Inventory | (80,106) | ||
Other assets | (157,417) | ||
Right-of-use asset | 23,339 | 82,258 | |
Accounts payable, accrued expenses and deferred taxes | 2,370,309 | 363,010 | |
Customer deposits | (84,873) | ||
Accrued payroll and payroll taxes | 72,266 | 17,944 | |
Operating lease liability | 60,029 | (85,303) | |
Net cash used in operating activities | (3,248,631) | (312,264) | |
CASH FLOWS FROM INVESTING ACTIVITES | |||
Net cash received in reverse acquisition | 69,104 | ||
Acquisition of property and equipment, net | (657,445) | (3,349,628) | |
Proceeds from disposal of property and equipment | 97,319 | 371,819 | |
Net cash used in investing activities | (491,022) | (2,977,809) | |
CASH FLOWS FROM FINANCING ACTIVITES | |||
Subscription receivable | 200,000 | ||
Loan origination fees | (99,950) | ||
Proceeds from issuance of warrants | 267,000 | ||
Offering fees on issuance of warrants | 33,000 | ||
Proceeds from convertible notes | 2,595,000 | ||
Repayment of convertible notes | (114,010) | ||
Proceeds from convertible notes – related parties | 675,000 | ||
Proceeds from notes payable | 870,993 | 4,398,833 | |
Repayments of notes payable | (1,843,871) | (1,015,739) | |
Proceeds from notes payable – related parties | 1,293,419 | ||
Repayment of notes payable – related parties | (159,950) | ||
Net cash provided by financing activities | 3,816,581 | 3,283,144 | |
NET INCREASE (DECREASE) IN CASH | 76,928 | (6,929) | |
CASH - BEGINNING OF YEAR | 26,650 | 33,579 | |
CASH - END OF YEAR | 103,578 | 26,650 | |
CASH PAID DURING THE YEAR FOR: | |||
Interest expense | 578,396 | 219,404 | |
Income taxes | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Non-cash transactions related to reverse acquisition | 27,162,222 | ||
Settlement of note payable | 170,000 | ||
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 | ||
[1]Depreciation expense of $ 424,040 325,382 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (149,005,049) | $ (658,663) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Titan Environmental Solutions Inc., formerly known as TraQiQ, Inc., (“Titan” or along with its wholly owned subsidiaries, referred to herein as the “Company”) is engaged in the full-service solution of waste management. As a result of a Merger Agreement with a wholly-owned subsidiary, the Company (at the time, TraQiQ, Inc., a California corporation) merged with and into Titan Environmental Solutions Inc., a Nevada corporation (the “reincorporation”). Titan was the surviving entity of the reincorporation which was effective January 10, 2024. Please see Note 20 – Subsequent Events for more information. The Company is based out of Bloomfield Hills, 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 Trucking”), 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 Trucking 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 Trucking and Titan Trucking’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 Consolidated 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 condensed consolidated financial statements as of and for the period ended March 31, 2023. Management determined that these condensed consolidated 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 Trucking 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 Titan as the legal acquirer and Titan Trucking as the accounting acquirer. Titan Trucking’s historical consolidated financial statements have replaced Titan’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 December 31, 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 year ended December 31, 2023, the Company had a net loss of $ 149,005,049 10,935,108 1,106,879 2,307,090 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 2,595,000 As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. Principles of Consolidation and Basis of Accounting The consolidated financial statements include the accounts of Titan Environmental Solutions 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 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 December 31, 2023 and 2022, the Company allocated $ 43,016 77,690 413,723 Subscriptions Receivable Subscriptions receivable consists of units that have been issued with subscriptions that have not yet been settled. As of December 31, 2023, there were no 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 December 31, 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 computes depreciation utilizing estimated useful lives, as stated below: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE Property and Equipment, net Categories Estimated Useful Life Tractors and trailers 15 Containers 25 Equipment 10 Leasehold improvements 5 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, 2023 and 2022, respectively. 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, customer list, and tradename assets from its reverse acquisition with Titan Trucking (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 December 31, 2023 and 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, Trucking and Digester. 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 Trucking, the Company recognized goodwill of $ 26,880,916 The fair value of the Digester 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 its carrying value, and as a result, the goodwill was impaired with an impairment expense of $ 20,364,001 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 asset or liability. The Company has elected to apply the practical expedient to not separate the lease and non-lease components of a contract. 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 – Notes Payable and Note 10 – Convertible Notes Payable). Amortization expense of loan issuance fees for the years ended December 31, 2023 and 2022 was $ 385,002 6,663 434,542 93,745 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. These 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, 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, such as warrants and convertible notes, to determine if those contracts or embedded components of those contracts qualify as equity instruments, derivative liabilities, or liabilities, to be separately accounted for in accordance with ASC 815 “ Derivatives and Hedging “Distinguishing Liabilities from Equity” Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument. The Company allocates proceeds based on the relative fair values of the debt and equity components. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded in earnings each period as non-operating, non-cash income or expense. 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 December 31, 2023 using the Black-Scholes pricing model for its derivative liability from warrants. The inputs used involve management’s judgment and may impact net loss. Stock-Based Compensation We account for stock awards to employees and non-employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. 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 by its Trucking Segment. 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’s Digester Segment 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. The Company offers customers subscriptions to software which aids in the use of its Digester products; software revenue is recognized over time for the course of the subscription. 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 years ended December 31, 2023 and 2022: SUMMARY OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 Product sales and product related services $ 1,396,127 $ - Waste collection and disposal 6,228,457 4,203,112 Total revenue $ 7,624,584 $ 4,203,112 Concentration Risk The Company performs a regular review of customer activity and associated credit risks. As of December 31, 2023, four customers accounted for approximately 47 63 During the year ended December 31, 2023, one customer accounted for approximately 30 52 12 The Company maintains positive customer relationships and continually expands its customer base, mitigating the impact of any potential concentration risks that exist. Income Taxes and Uncertain Tax Positions The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes, established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Company’s taxes are subject to examination by taxation authorities for a period of three years Advertising and Marketing Costs Costs associated with advertising are charged to expense as occurred. For the years ended December 31, 2023 and 2022 the advertising and marketing costs were $ 61,724 11,336 Recently Issued Accounting Standards The Company has reviewed the recent accounting pronouncements issued by the Financial Accounting Standards Board (“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. In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that adoption of ASU 2023-07 will have on its financial disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU No. 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”) |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 – BUSINESS COMBINATIONS Titan Trucking, LLC Reverse Acquisition The Company’s subsidiary Titan Merger Sub Corp. (“Merger Sub”), Titan Trucking and the owners of Titan Trucking (“Titan Trucking 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 Trucking on the acquisition date with Titan Trucking 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 Trucking owners 630,900 70,100 In accordance with ASC 805 – Business Combinations Titan Trucking was deemed to be the accounting acquirer based on the following facts and circumstances: (1) the Titan Trucking 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 Trucking 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 Titan Environmental Solutions 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 estimated fair values on the acquisition date. 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 Estimated Description Fair Value Assets: Cash $ 69,104 Accounts receivable 369,338 Prepaid expenses and other current assets 17,893 Inventory 64,894 Fixed assets 1,134 Intangible assets 6,471,621 Goodwill 26,880,916 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 were based on management’s estimates and assumptions. The intangible assets acquired were specific to the Company’s Recoup subsidiary. The 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 12.7 The 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 12.7 The fair value of the customer list intangible asset was measured using the modified MPEEM. Significant inputs used to measure the fair value include an estimated useful life of ten ( 10 12.7 The 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 12.7 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 6,516,915 The approximate revenue and gross profit for Titan (excluding the operations of Titan Trucking) from May 19, 2023 through December 31, 2023 was $ 1,396,000 799,00 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 Year Ended Year Ended December 31, December 31, 2023 2022 Total revenue $ 7,993,090 $ 4,204,694 Net loss $ (124,502,520 ) $ (29,014,991 ) Pro forma loss per common share $ (0.73 ) $ (6.58 ) Pro forma weighted average number of common shares basic and diluted 170,715,695 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 20,364,001 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following as of December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2023 2022 Containers $ 1,740,393 $ 1,397,311 Trucks and tractors 4,388,091 4,086,968 Trailers 1,033,259 1,197,357 Shop equipment 40,380 40,380 Leasehold improvements $ 33,934 $ 19,589 Property and equipment, gross 7,236,057 6,741,605 Less accumulated depreciation (1,455,310 ) (1,097,664 ) Net book value $ 5,780,747 $ 5,643,941 Depreciation expenses for the years ended December 31, 2023 and 2022 were $ 424,363 325,382 On June 10, 2022, Titan Trucking entered into an asset purchase agreement with Century Waste Management (“Century”) for consideration of approximately $ 1,805,000 |
INTANGIBLES, NET
INTANGIBLES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES, NET | NOTE 5 – INTANGIBLES, NET Intangible assets consisted of the following as of December 31, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS December 31, December 31, 2023 2022 Customer Lists $ 1,137,807 $ 687,500 Intellectual Property 5,228,548 - Tradenames 509,818 - Noncompete Agreement 282,948 - Intangible assets, gross 282,948 - Less: accumulated amortization (505,091 ) - Net book value $ 6,654,030 $ 687,500 Intangible assets, net $ 6,654,030 $ 687,500 Amortization expense from intangible assets was $ 505,091 0 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 $ 5,228,548 509,818 450,307 282,948 Future amortization expense from intangible assets as of December 31, 2023 were as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the Year Ended, December 31, 2024 $ 772,466 2025 770,356 2026 770,356 2027 770,356 2028 711,930 Thereafter 2,858,566 Total remaining amortization expense $ 6,654,030 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 6 – GOODWILL The Company has two reporting units, Trucking and Digester. As of December 31, 2023 and December 31, 2022, the goodwill for both reporting units was $ 6,516,915 0 26,880,916 As a result of the financial performance of the Digester Segment, the Company concluded it was more likely than not that the fair value of the reporting unit was less than its carrying amount as of June 30, 2023. Therefore, the Company performed an impairment assessment of the goodwill. The fair value of the Digester 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 its carrying value, and as a result, the goodwill was impaired with an impairment expense of $ 20,364,001 The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF CARRYING VALUE OF GOODWILL Trucking Digester Gross goodwill: Balance as of January 1, 2022 $ - $ - Goodwill recognized - - Balance as of December 31, 2022 - - Accumulated impairment - - Balance as of January 1, 2022 - - Impairment - - Balance as of December 31, 2022 - - Net carrying value, as of December 31, 2022 - - Gross goodwill: Balance as of December 31, 2022 - - Goodwill recognized - 26,880,916 Balance as of December 31, 2023 - 26,880,916 Accumulated impairment: Balance as of December 31, 2022 - - Impairment - (20,364,001 ) Balance as of December 31, 2023 - (20,364,001 ) Net carrying value, as of December 31, 2023 $ - $ 6,516,915 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Detail of accounts payable and accrued expenses as of December 31, 2023, and 2022 was as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2023 2022 Accounts payable $ 3,475,570 $ 669,231 Credit card payable 153,728 29,454 Accrued interest 233,611 12,298 Accrued expenses and other payables 210,049 25,675 Total accounts payable and accrued expenses $ 4,072,958 $ 736,658 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 8 – LEASES As of December 31, 2023, Titan Trucking maintains three leases classified as operating leases. Leases with an initial term of 12 Titan Trucking has a 62 January 15, 2025 8,251 8,479 110,000 On April 1, 2023, Titan Trucking entered into a 60 March 31, 2028 5 29,113 1,485,000 1,411,851 On November 1, 2023, the Company entered into a 39 January 31, 2027 7,417 7,542 287,000 251,057 SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES December 31, December 31, 2023 2022 Weighted average remaining lease term (in years) 3.86 2.08 Weighted average discount rate 8.10 % 7.57 % Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of December 31, 2023 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES For the Year Ended, December 31, 2024 $ 514,193 2025 460,980 2026 485,504 2027 418,442 2028 102,211 Total minimum lease payments 1,981,330 Less: imputed interest (298,917 ) Present value of future minimum lease payments 1,682,413 Current operating lease liabilities 391,547 Non-current operating lease liabilities $ 1,290,866 The Company had operating lease expenses of $ 372,162 112,753 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
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 December 31, 2023 and 2022, consisted of the following: SCHEDULE OF LONG-TERM DEBT December 31, December 31, 2023 2022 Current Non-current Current Non-current Loans: WTI Global Inc. (a) $ - $ - $ 170,000 $ - Collateralized Loans: Peoples United (b) - - 177,539 - M&T Bank (c) 133,072 188,121 121,927 321,192 Daimler Truck (d) 53,429 - 74,873 53,429 Ascentium Capital (e) 195,519 612,674 152,467 587,991 Balboa Capital (f) 42,829 136,604 38,895 179,433 Blue Bridge Financial (g) 11,733 39,218 10,394 50,951 Channel Equipment Finance (h) 93,818 98,230 - - Financial Pacific (i) 33,006 100,214 29,187 133,220 M2 Equipment (j) 43,099 134,940 39,527 178,039 Meridian Equipment Finance (k) 28,001 85,606 25,518 113,606 Navitas (l) 39,840 118,883 36,791 158,723 Pawnee Leasing Corp (m) 45,910 147,848 41,480 193,759 Signature Bank (n) 79,732 295,189 73,973 374,921 Trans Lease (o) 44,657 112,912 40,524 157,569 Verdant Commercial Credit (p) 47,175 122,215 44,324 169,390 Western Equipment Capital (q) 45,016 141,589 41,186 186,605 Amur Equipment Finance (r) 33,465 187,381 - - Issued prior to Titan Merger: Michaelson Capital (s) 2,307,090 - - - Loanbuilder (t) 91,096 102,916 - - Individual (u) 25,000 - - - Kabbage Loans (v) 9,344 - - - Baxter Credit Union (w) - - - - Related Parties: Titan Holdings 2 (x) 175,000 603,470 - - Titan Holdings 5 (y) 40,000 - - - Miller (z) 250,000 - - - Rizzo (aa) 65,000 - - - Total outstanding principal 3,932,831 3,228,010 1,118,605 2,858,828 Less: discounts (21,385 ) (53,325 ) (20,447 ) (73,297 ) Total notes payable 3,911,446 3,174,685 1,098,158 2,785,531 Less: Notes payable – related parties 530,000 603,470 - - Notes payable $ 3,381,446 $ 2,571,215 $ 1,098,158 $ 2,785,531 (a) On December 15, 2022, Titan Trucking entered into a $ 170,000 7 (b) On December 10, 2021, Titan Trucking entered into a collateralized loan agreement for $ 354,876 5.75 16,614 (c) Titan Trucking entered into a collateralized loan on December 23, 2022 with M&T Bank which matures on February 23, 2025. The loan has an interest rate of 8.78 13,000 176,497 (d) On February 12, 2018, Titan Trucking entered into a collateralized loan agreement with Daimler Trucks for $ 131,940 2,487 4.95 On June 3, 2019, Titan Trucking entered into another collateralized loan agreement with Daimler Trucks for $ 160,601 2,795 6 On June 14, 2019, Titan Trucking entered into another collateralized loan agreement with Daimler Trucks for $ 155,740 2,762 6 (e) On May 5, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 250,000 4,812 5.82 On May 10, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 259,646 4,753 3.75 On June 5, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 311,795 5,935 5.36 On December 25, 2023 Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 220,202 4,742 10.58 (f) On August 13, 2022, Titan Trucking entered into a collateralized loan agreement with Balboa Capital for $ 230,482 4,860 9.68 (g) On August 11, 2022, Titan Trucking entered into an equipment finance agreement with Blue Bridge Financial for $ 64,539 1,442 12.18 (h) On September 19, 2023, Titan Trucking entered into a business advance finance agreement with Channel Equipment Finance for $ 123,574 3,051 16.69 On October 31, 2023, Titan Trucking entered into an equipment finance agreement with Channel Equipment Finance for $ 84,000 7,448 56.95 (i) On July 15, 2022, Titan Trucking entered into an equipment financing agreement with Financial Pacific for $ 74,841 1,585 9.87 On October 15, 2022, Titan Trucking entered into an additional equipment financing agreement with Financial Pacific for $ 95,127 1,906 7.49 (j) On August 10, 2022, Titan Trucking entered into an equipment financing agreement with M2 Equipment for $ 230,000 4,739 8.68 (k) On August 16, 2022, Titan Trucking entered into an equipment financing agreement with Meridian for $ 149,076 3,118 9.32 (l) On July 23, 2022, Titan Trucking entered into an equipment financing agreement with Navitas for $ 210,000 4,257 7.99 (m) On August 15, 2022, Titan Trucking entered into an equipment financing agreement with Pawnee Leasing Corp. for $ 248,157 5,296 10.19 (n) On June 22, 2022, Titan Trucking entered into a collateralized loan agreement with Signature Bank for $ 284,951 4,849 6.93 On September 15, 2022, Titan Trucking entered into a collateralized loan agreement with Signature Bank for $ 191,250 3,901 8.25 (o) On August 20, 2022, Titan Trucking entered into a collateralized loan agreement with Trans Lease, Inc. for $ 210,750 4,838 9.75 (p) On April 27, 2022, Titan Trucking entered into a collateralized debt agreement with Verdant Commercial Capital for $ 241,765 4,702 6.25 (q) On August 15, 2022, Titan Trucking entered into an equipment financing agreement with Western Equipment Capital for $ 240,726 4,989 8.93 (r) On November 8, 2023, Titan Trucking entered into an equipment financing agreement with Amur Equipment Finance for $ 223,428 5,215 14.14 Note Payables issued prior to Titan Merger: (s) On January 5, 2023, the Company completed its asset acquisition of the Recoup Digester Assets and as part of the consideration the Company paid for such assets, the Company 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 during the three months ended September 30, 2023 until October 30, 2023. On December 28, 2023 the Company and Michaelson signed a Forbearance Agreement (the “December Michaelson Amendment”) which was accounted for as a debt modification in accordance with ASC 470 – Debt The December Michaelson Amendment established a period ending on March 31, 2024 during which Michaelson agreed to forbear from exercising its rights against the Company with respect to a default. Additionally, it set the following repayment terms: 1) on or before December 31, 2023 the Company is to make a $ 125,000 principal payment, 2) on or before January 31, 2024 the Company is make a principal payment of $ 50,000 , 3) on or before March 31, 2023 the Company shall repay its remaining principal obligations to Michaelson, 4) beginning on January 2024, the Company is make three monthly interest payments of $ 22,571 , and 5) following the payment of its other obligations owed to Michaelson the company shall issue Michaelson $ 50,000 worth of preferred stock at the current offering terms and conditions. In April 2024, the Company and Michaelson agreed to extend the term of the Michaelson Note until June 30, 2024, and forbear all other terms until May 1, 2024. In exchange for such extension and forbearance, the Company agreed to: 1) pay $ 600,000 500,000 100,000 50,000 50,000 25 6.0 (t) 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 December 31, 2023, the Company has 28 remaining required monthly repayments of $ 6,046 1,545 (u) On May 16, 2022, the Company issued a $ 25,000 12 0.5 (v) 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 (w) 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: (x) On April 30, 2023, the Company signed a promissory note (the “Titan Holdings 2 Note”) with Titan Holdings 2, LLC (“Titan Holdings 2”), a stockholder of the Company. On November 10, 2023 Titan Trucking and Titan Holdings 2 agreed to a restated promissory note (together the two notes are the “Titan Holdings 2 Note”). The Titan Holdings 2 Note has a principal amount of $ 712,470 10.5 13.00 175,000 50,000 Titan has an informal agreement with Titan Holdings 2 to continually borrow from Titan Holdings 2 as working capital needs arise. These additional funds are to be repaid as funding becomes available. As of December 31, 2023, Titan had borrowed $ 66,000 (y) On December 31, 2023, the Company and a stockholder of the Company agreed to an informal agreement (the “Titan Holdings 5 Note”) to borrow funds from the stockholder as working capital needs arise. These additional funds are to be repaid as funding becomes available. As of December 31, 2023, Titan had borrowed $ 40,000 (z) On October 30, 2023, the Company and its CEO, Glen Miller, agreed to a promissory note for a principal amount of $ 250,000 10 (aa) On November 30, 2023, the Company and its COO, Jeff Rizzo, agreed to a promissory note for a principal amount of $ 65,000 10 Interest expense on these notes for the years ended December 31, 2023 and 2022 was $ 593,383 183,567 Principal maturities for the next five years and thereafter as of December 31, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE 2024 $ 3,932,831 2025 1,036,070 2026 861,456 2027 571,005 2028 156,009 Thereafter 603,470 Total principal payments $ 7,160,841 Less: debt discounts (74,710 ) Total notes payable $ 7,086,131 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 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable Issued Prior to Titan Merger On October 31, 2022, the Company issued a 20 48,000 10 July 21, 2023 75 1,000,000 0 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 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 On February 16, 2023, the Company issued a 20 60,000 10 February 28, 2024 0.015 90 0 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 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 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 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 0 On April 17, 2023, the Company issued a 20 60,000 10 April 16, 2024 0.015 90 0 Convertible Notes Payable – Related Parties Issued Prior to Titan Merger On May 12, 2023, the Company issued a 20 120,000 10 May 31, 2024 0.015 90 0 On May 12, 2023, the Company issued a 20 60,000 10 May 31, 2024 0.015 90 0 Convertible Notes Payable and Convertible Notes Payable – Related Parties The Company’s convertible notes as of December 31, 2023 and 2022 were as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLES Current Non-current Current Non-current December 31, December 31, 2023 2022 Current Non-current Current Non-current Convertible Notes Payable: Calvary Fund – Bridge Notes (a) $ 1,150,000 $ - $ - $ - Evergreen – Bridge Note (b) 745,000 - - - Keystone Capital – Bridge Notes (c) 70,500 - - - Seven Knots – Bridge Notes (d) 70,500 - - - Individual #2 – Bridge Notes (e) 300,000 - - - Individual #3 – Bridge Notes (f) 30,000 - - - Individual #4 – Bridge Notes (g) 180,000 - - - Individual #5 – Bridge Notes (h) 600,000 - - - Convertible notes payable (h) 600,000 - - - Related Parties: Miller – Bridge Notes (i) 480,000 - - - Titan 5 – Bridge Note (j) 120,000 - - - Celli – Bridge Note (k) 150,000 - - - FC Advisory – Bridge note (l) 60,000 - - - Note payable to related parties (l) 60,000 - - - Total outstanding principal 3,956,000 - - - Less: discounts (359,850 ) - - - Total convertible notes payable 3,596,150 - - - Convertible notes payable – related parties 724,250 - - - Convertible notes payable $ 2,871,900 $ - $ - $ - Convertible Notes Payable: (a) Between May 19, 2023 and August 7, 2023, the Company issued five 20 141,000 400,000 10 May 19, 2024 August 7, 2024 (b) Between May 19, 2023 and July 7, 2023, the Company issued three 20 141,000 400,000 10 May 19, 2024 July 7, 2024 (c) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (d) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (e) On July 24, 2023, the Company issued a 20 300,000 10 July 20, 2024 (f) On July 24, 2023, the Company issued a 20 30,000 10 July 24, 2024 (g) On July 24, 2023, the Company issued a 20 180,000 10 July 24, 2024 (h) On July 28, 2023, the Company issued a 20 600,000 10 July 28, 2024 Related Parties: (i) Between June 13, 2023 and July 24, 2023, the Company sold and issued two 20 240,000 10 June 13, 2024 July 24, 2024 (j) On June 13, 2023, the Company sold and issued a 20 120,000 10 June 13, 2024 (k) On December 28, 2023, the Company sold and issued a 20 150,000 10 December 28, 2024 (l) On December 22, 2023, the Company sold and issued a 20 60,000 10 December 22, 2024 Interest expense due to convertible note payables for the years ended December 31, 2023 and 2022 was $ 223,846 0 Convertible note payables principal maturities for the next year as of December 31, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF CONVERTIBLE NOTES PAYABLE 2024 $ 3,956,000 Less: debt discounts (359,850 ) Total convertible notes payable $ 3,596,150 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 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 were embedded in their respective note payables and for accounting purposes have been bifurcated from the host instruments. As of December 31, 2023, the Company did not have any of these convertible notes payable outstanding and the derivative liability from the related conversion options is $ 0 On February 12, 2021, the Company granted 25,000 three-years 11.60 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 SCHEDULE OF VALUATION ASSUMPTIONS For the Years Ended December 31, December 31, 2023 2022 Expected term (years) 0.12 - Expected volatility 1,288.16 % - Expected dividend yield 0.00 % - Risk-free interest rate 4.79 % - The derivative liabilities as of December 31, 2023 and December 31, 2022 were as follows: SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2023 December 31, 2022 Fair value of the Platinum Point Warrants ( 25,000 $ 17,500 $ - $ 17,500 $ - Activity related to the derivative liabilities for the year ended December 31, 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 (41,670 ) Ending balance as of December 31, 2023 $ 17,500 |
SHARES TO BE ISSUED
SHARES TO BE ISSUED | 12 Months Ended |
Dec. 31, 2023 | |
Shares To Be Issued | |
SHARES TO BE ISSUED | NOTE 12 – SHARES TO BE ISSUED On December 28, 2023, the Company and Michaelson signed a Forbearance Agreement (the “December Michaelson Amendment”) which amended the Michaelson Note and was accounted for as a debt modification in accordance with ASC 470 – Debt 50,000 The Advance on Offering balance was $ 50,000 0 ASC 480 – Distinguishing Liabilities from Equity In April 2024, the Company and Michaelson agreed to extend the term of the Michaelson Note until June 30, 2024, and forbear all other terms until May 1, 2024. Among other terms, the Company agreed to pay a $ 100,000 50,000 50,000 |
BENEFIT PLAN
BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
BENEFIT PLAN | NOTE 13 – BENEFIT PLAN Titan Trucking 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 20,500 50 3 100 Employer contributions for the years ended December 31, 2023 and 2022 were $ 15,116 11,164 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY As further described in Note 3 – Business Combinations, under applicable accounting principles, the historical financial results of Titan Trucking prior to May 19, 2023 has replaced the historical financial statements of Titan for the period prior to May 19, 2023. Titan Trucking’s equity structure, prior to the combination with the Titan, was a limited liability company, resulting in all components of equity attributable to the members being reported within Member’s Equity. As of December 31, 2023 and 2022, the Company was authorized to issue a total of 10,000,000 425,000,000 400,000,000 0.0001 25,000,000 0.0001 630,900 Members’ Equity As of December 31, 2022, Titan Trucking 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 December 31, 2023, there were no Series B Preferred Stock As of December 31, 2023, there were no Each outstanding share of Series B Convertible Preferred Stock was convertible into the 100 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 22,013,500 14,118,233 1,250,000 108,729,363 30,388,873 Series C Preferred Stock As of December 31, 2023, there were 630,900 As a result of the reincorporation and effective January 10, 2024, each share of the Company’s Series C Convertible Preferred Stock issued and outstanding immediately prior to the effective time of the reincorporation was converted into one share of Series A Convertible Preferred Stock of Titan (the “Series A Preferred Stock”), which has substantially the same rights and preferences as the Series C Preferred Stock (Note 20 – Subsequent Events). 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 December 31, 2023, there were 300,000,000 shares of common stock authorized. As of December 31, 2023, the Company had 15,134,545 400,000,000 (Note 20 - Subsequent Events). 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. During the year ended December 31, 2023, the Company issued 300,000 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 5,000,000 100,000 7,000,000 14,118,233 1,250,000 108,729,363 30,388,873 Warrants As a result of the reincorporation and effective January 10, 2024, all the Company’s outstanding warrants were assumed by Titan and now represent warrants to acquire shares of Titan’s common stock. (Note 20 - Subsequent Events). The following schedule summarizes the changes in the Company’s common stock warrants during the years ended December 31, 2023 and 2022: 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 0.37 $ 24,905 $ 9.29 Warrants granted 2,500,000 $ 0.06 5.00 $ 1,600,000 $ 0.06 Warrants exercised - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at December 31, 2023 2,608,734 0.008 16.00 4.81 $ 1,624,905 $ 0.44 Exercisable at December 31, 2023 2,606,907 $ 0.008 16.00 4.81 $ 1,623,641 $ 0.45 Balance at December 31, 2021 - $ - - $ - $ - Warrants granted - $ - - $ - $ - Warrants exercised/exchanged - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at December 31, 2022 - $ - - $ - $ - Exercisable at December 31, 2022 - $ - - $ - $ - On December 28, 2023, the Company issued 2,500,000 300,000 33,000 0.55 1,075,000 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 1,250,000 108,729,363 30,388,873 1.80 1.80 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 As a result of the reincorporation and effective January 10, 2024, each of the Company’s Series A Right to Receive Common Stock issued and outstanding immediately prior to the reincorporation was converted into one Series A Right to Receive Common Stock of Titan, which has substantially the same rights and preferences as the Company’s original Series A Rights to Acquire Common Stock. Also, each of the Company’s Series B Right to Receive Common Stock issued and outstanding immediately prior to the reincorporation was converted into one Series B Right to Receive Common Stock of Titan, which has substantially the same rights and preferences as the Company’s original Series B Rights to Acquire Common Stock. (Note 20 - Subsequent Events). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 15 – STOCK-BASED COMPENSATION The TraQiQ Inc. 2020 Equity Incentive Plan was initially approved by the Company’s Board of Directors on November 23, 2020. In conjunction with the reincorporation (Note 20 – Subsequent Events) and effective January 10, 2024, the Company adopted the Titan Environmental Solutions Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan limits the shares of common stock authorized to be awarded as stock awards to 32,500,000 The activity for restricted stock awards under the Company’s incentive plans was as follows for the years ended December 31, 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 December 31, 2022 - $ - - Nonvested at December 31, 2022 - $ - - Granted - $ - - 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 - Shares vested (300,000 ) $ 0.01 - Forfeitures and cancelations (4,705,000 ) $ 0.01 - Total outstanding at December 31, 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 years ended December 31, 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Commitments On March 1, 2023, Titan Trucking entered into a consulting agreement (the “March 2023 Agreement”) with a consultant for consulting services related to the consolidated waste industry. As consideration, the Company agreed to pay the consultant a monthly fee of $ 10,000 three one On May 20, 2023, the Company entered into a management consulting agreement (the “May 2023 Agreement”) with a related party consultant. The consultant agreed to assist the Company identify acquisition and merger targets, as well provide other merger and acquisition related services, such as due diligence services, and services related the integration of acquisition targets. The May 2023 Agreement has a term of two years one As consideration, the Company agreed to pay a monthly retainer of $ 19,950 159,600 99,750 30,767 Contingencies From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Currently, there is no litigation pending against our company that could materially affect our company other than as follows: In July 2022, a complaint was filed against Titan Trucking in the Circuit Court for Macomb County, Michigan for breach of contract. In the complaint, the plaintiff alleges that Titan Trucking has breached a contractual agreement between Titan Trucking and the plaintiff pertaining to the transport of certain non-hazardous solid waste or recyclables from plaintiff’s transfer station to the locations identified in the contract. The complaint seeks unspecified damages, attorney and expert fees and other unspecified litigation costs. Titan Trucking has denied the claims of the plaintiff, and in May 2023, Titan Trucking filed amended counterclaims against the plaintiff alleging that plaintiff breached the contractual agreement by preventing Titan Trucking’s performance of its obligations under the agreement by failing to, among things, provide the necessary volumes of materials for shipment and the personnel sufficient to permit Titan Trucking to provide its services and by failing to pay certain invoices and to reimburse Titan Trucking for equipment damaged by plaintiff’s employees and for overweight trailer tickets. This matter is presently set on the court’s non-jury trial docket. As of December 31, 2023, no accruals for loss contingencies have been recorded as the outcome of this litigation is neither probable nor reasonably estimable. In July 2023, a complaint was filed against the Company and Sikka in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois for breach of contract. In the complaint, the plaintiff alleges that the Company breached contracts for the payment of compensation for investor relations and web development and copyright services allegedly provided by the plaintiff, which payment obligation was personally guaranteed by Sikka. The complaint seeks damages in the amount of $ 324,000 no |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 17 – LOSS PER SHARE Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss 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 December 31, 2023 and 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 loss per share, as their effect would have been anti-dilutive. SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE Year Ended Year Ended December 31, December 31, 2023 2022 Series C preferred stock 63,090,000 - Warrants 2,608,734 - Total common stock equivalents 65,698,734 - 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 As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 18 – PROVISION FOR INCOME TAXES Prior to the Titan Merger, Titan Trucking filed its taxes as an S-Corp. The profits and losses of an S-Corp flow through to the owners of the respective company. Upon the acquisition date of the Titan Merger, the S-Corp status was terminated and Titan Trucking began to be taxed as a C-Corp (including the recording of deferred tax assets). The following is a summary of the components giving rise to the income tax (benefit) provision for the years ended December 31, 2023 and 2022: SCHEDULE OF INCOME TAX (BENEFIT) PROVISION 2023 2022 Current: Federal $ - $ - State - - Foreign $ - $ - Total current provision - - Deferred: Federal $ (674,213 ) $ - State (265,698 ) - Foreign - - Total deferred benefit (939,911 ) - Change in valuation allowance 939,911 - Total income tax provision $ - $ - The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Federal income taxes at statutory rate 21.00 % 0.00 % State income taxes at statutory rate 0.45 % 0.00 % Acquisitions and disposals 0.10 % 0.00 % Loss on extinguishment of debt (16.44 )% 0.00 % Goodwill impairment (2.35 )% 0.00 % Stock based compensation (0.79 )% 0.00 % Tax basis adjustments (1.00 )% 0.00 % Change in valuation allowance (0.63 )% 0.00 % Other (0.34 )% 0.00 % Totals 0.00 % 0.00 % The following is a summary of the components of deferred tax assets and liabilities as of December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX ASSETS As of As of December 31, December 31, 2023 2022 Deferred tax assets: Net operating losses and other tax attributes $ 5,016,200 $ - Other 32,759 - Total deferred tax assets 5,048,958 - Deferred tax liabilities: Depreciation and amortization (552,039 ) - Total deferred tax liabilities (552,039 ) - Less: Valuation allowance (4,496,919 ) - Net deferred tax assets $ - $ - As of December 31, 2023, the Company has a net operating loss carry forward of $ 14,875,000 14.9 1.3 13.6 limited in utilization of 80% of taxable income. 4,497,000 ASC 740 provides guidance on the financial statement recognition and measurement for uncertain income tax positions that are taken or expected to be taken in a company’s income tax return. The Company has evaluated its tax positions and believes there are no |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 19 – SEGMENT REPORTING Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its COO as the CODM. The Company operates and reports in two segments: Trucking and Digester. Trucking Segment: Digester Segment: The Company believes that this structure reflects its current operational and financial management, and that it provides the best structure for the Company to focus on growth opportunities while maintaining financial discipline. The factors used to identify the Trucking and Digester operating segments were the difference in revenue streams and customer base for each segment, the reporting structure for operational and performance information within the Company, and management’s decision to organize the Company around the different revenue generating activities of the segments. Total revenues for each reportable segment is as follows: SCHEDULE OF TOTAL REVENUES FOR EACH REPORTABLE SEGMENT Year Ended Year Ended December 31, December 31, 2023 2022 $ $ Trucking 6,228,457 4,203,112 Digester 1,395,992 - Corporate / Other 135 - Total Company $ 7,624,584 $ 4,203,112 Gross profit (loss) for each reportable segment is as follows: SCHEDULE OF GROSS PROFIT (LOSS) FOR EACH REPORTABLE SEGMENT Year Ended Year Ended December 31, December 31, 2023 2022 $ $ Trucking 322,657 (4,740 ) Digester 798,748 - Corporate / Other 44 - Total Company $ 1,121,449 $ (4,740 ) Net loss before provision for income taxes for each reportable segment is as follows: SCHEDULE OF NET LOSS BEFORE PROVISION FOR INCOME TAXES Year Ended Year Ended December 31, December 31, 2023 2022 $ $ Trucking (4,152,256 ) (658,663 ) Digester (20,303,071 ) - Corporate / Other (124,549,722 ) - Total Company $ (149,005,049 ) $ (658,663 ) Total assets, capital expenditures, and depreciation and amortization expense for each reportable segment is as follows: SCHEDULE OF TOTAL ASSETS CAPITAL EXPENDITURES AND DEPRECIATION AND AMORTIZATION EXPENSE Assets Capital expenditures Depreciation and amortization (1) As of December 31, Year Ended December 31, Year Ended December 31, 2023 2022 2023 2022 2023 2022 Trucking $ 8,804,653 $ 7,407,967 $ 643,100 $ 3,349,628 $ 492,770 $ 325,382 Digesters 13,122,976 - 14,345 — 436,684 — Corporate / Other 247,845 - - — — — Total Company 22,175,474 7,407,967 657,445 3,349,628 929,454 325,382 (1) Depreciation expense of $ 424,040 325,382 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS Subsequent events were evaluated through the issuance date of these financial statements. There were no subsequent events other than those described below: Reincorporation in Nevada as Titan Environmental Solutions Inc., and Associated Effects Effective January 10, 2024, and pursuant to an Amended and Restated Agreement and Plan of Merger (the “Reincorporation Agreement”) the Company merged with and into (the “reincorporation”), its wholly owned subsidiary Titan Environmental Solutions Inc. (“Titan”) with Titan as the surviving entity. As a result of the reincorporation the Company’s corporate name was changed from “TraQiQ, Inc.” to “Titan Environmental Solutions Inc.”. The individuals serving as the TraQiQ, Inc. executive officers and directors as of the effective time of the reincorporation continued to serve in such respective capacities with Titan following the effective time of the reincorporation. Change in Equity Instruments and Share Authorizations Pursuant to the Reincorporation Agreement each share of the Company’s common stock issued and outstanding immediately prior to the reincorporation was converted into one share of Titan’s common stock. Additionally, each share of the Company’s Series C Convertible Preferred Stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger was converted into one share of Series A Convertible Preferred Stock of Titan (the “Series A Preferred Stock”), which has substantially the same rights and preferences as the Series C Preferred Stock. Each of the Company’s Series A Right to Receive Common Stock issued and outstanding immediately prior to the reincorporation was converted into one Series A Right to Receive Common Stock of Titan, which has substantially the same rights and preferences as the Company’s original Series A Rights to Receive Common Stock. Each of the Company’s Series B Right to Receive Common Stock issued and outstanding immediately prior to the reincorporation was converted into one Series B Right to Receive Common Stock of Titan, which has substantially the same rights and preferences as the Company’s original Series B Rights to Receive Common Stock. As a result of the reincorporation, all the Company’s outstanding warrants were assumed by Titan and now represent warrants to acquire shares of Titan’s common stock. The reincorporation increased the authorized capital stock of the Company to 425,000,000 400,000,000 0.0001 25,000,000 0.0001 630,900 Authorization of Reverse Stock Split Pursuant to the terms of the Reincorporation Agreement the Titan board of directors was authorized to effect a reverse stock split (the “Reverse Stock Split”) on the basis of one new share of Titan common stock for up to 50 The Titan board of directors shall amend the articles of incorporation of Titan to reduce the number of authorized shares of common stock to a number of shares, as determined by the Titan board of directors, that is not less than 110% of the number of outstanding shares of common stock on a fully-diluted basis after giving effect to the Reverse Stock Split Change in Trading Symbol of Common Stock Following the reincorporation and effective January 16, 2024, the Company’s trading name was changed from TraQiQ, Inc. to Titan Environmental Solutions Inc. Additionally, the trading symbol of its common stock changed from “TRIQ” to “TESI”. Exchange of Prefunded Warrants (Share Rights) for Common Stock On January 23, 2024, 100,000 100,000 Between January 17, 2024 and January 29, 2024, 10,152,269 10,152,269 Issuance of Related Party Convertible Note Payable On February 28, 2024, the Company issued a convertible note payable to a Director. The note has a maturity date of August 31, 2025 11% 62,500 12,500 Issuance of Related Party Note Payable On February 23, 2024, the Company issued a note payable to Glen Miller, the Company’s Chief Executive Officer. The note has a principal amount of $ 55,000 5,000 The note also has a provision requiring a late fee of 10% of the note’s principal in the event the Company defaults on repayment by more than thirty (30) days On February 23, 2024, the Company issued a note payable to a related party. The note has a principal amount of $ 55,000 5,000 The note also has a provision requiring a late fee of 10% of the note’s principal in the event the Company defaults on repayment by more than thirty (30) days Issuance of Convertible Note Payables On February 28, 2024, the Company issued a convertible note payable (the “February 2024 Note). The February 2024 Note has a maturity date of August 31, 2025 11% 62,500 12,500 On March 7, 2024, the Company issued a convertible note payable (the “March 2024 Note”). The note has a maturity date of August 31, 2025 11% 125,000 25,000 The February 2024 Note and the March 2024 Note both contain a “mandatory conversion” feature requiring that in the event the Company completes a change in control transaction and in connection to that transaction, the holder of another note held by the Company converts their note into equity securities of the Company, the note with the mandatory conversion feature shall automatically convert into the same equity securities. The February 2024 Note and March 2024 Note both also contain a “rollover rights” conversion feature that enables the holder to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering. Designation of Series A and Series B Preferred Stock As of January 4, 2024, the Company’s board of directors designated a series of Preferred Stock consisting of 630,900 As of April 3, 2024, the Company’s board of directors designated a series of Preferred Stock consisting of 1,360,000 The Series B Preferred Stock ranks senior to the Series A Preferred Stock w ith respect to dividend rights and rights on the distribution of assets upon liquidation, dissolution and winding up 10 15 10.00 130 Warrants and Securities Purchase Agreement On January 5, 2024, the Company received $ 650,000 916,667 666,667 1,166,667 0.06 125 On April 5, 2024, the Company and an investor conducted a first closing under a Securities Purchase Agreement (the “SPA”). Under the terms of the SPA the investor is to receive 50,000 5,000,000 500,000 0.06 125 Forbearance of Michaelson Note In April 2024, the Company and Michaelson agreed to extend the term of the Michaelson Note until June 30, 2024, and forbear all other terms until May 1, 2024. In exchange for such extension and forbearance, the Company agreed to: 1) pay $ 600,000 500,000 100,000 50,000 50,000 25 6.0 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. |
Principles of Consolidation and Basis of Accounting | Principles of Consolidation and Basis of Accounting The consolidated financial statements include the accounts of Titan Environmental Solutions 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 | Cash 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 December 31, 2023 and 2022, the Company allocated $ 43,016 77,690 413,723 |
Subscriptions Receivable | Subscriptions Receivable Subscriptions receivable consists of units that have been issued with subscriptions that have not yet been settled. As of December 31, 2023, there were no 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 December 31, 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 computes depreciation utilizing estimated useful lives, as stated below: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE Property and Equipment, net Categories Estimated Useful Life Tractors and trailers 15 Containers 25 Equipment 10 Leasehold improvements 5 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, 2023 and 2022, respectively. |
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, customer list, and tradename assets from its reverse acquisition with Titan Trucking (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 December 31, 2023 and 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, Trucking and Digester. 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 Trucking, the Company recognized goodwill of $ 26,880,916 The fair value of the Digester 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 its carrying value, and as a result, the goodwill was impaired with an impairment expense of $ 20,364,001 |
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 asset or liability. The Company has elected to apply the practical expedient to not separate the lease and non-lease components of a contract. |
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 – Notes Payable and Note 10 – Convertible Notes Payable). Amortization expense of loan issuance fees for the years ended December 31, 2023 and 2022 was $ 385,002 6,663 434,542 93,745 |
Fair Value Measurements | 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. These 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, 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, such as warrants and convertible notes, to determine if those contracts or embedded components of those contracts qualify as equity instruments, derivative liabilities, or liabilities, to be separately accounted for in accordance with ASC 815 “ Derivatives and Hedging “Distinguishing Liabilities from Equity” Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument. The Company allocates proceeds based on the relative fair values of the debt and equity components. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded in earnings each period as non-operating, non-cash income or expense. 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 December 31, 2023 using the Black-Scholes pricing model for its derivative liability from warrants. The inputs used involve management’s judgment and may impact net loss. |
Stock-Based Compensation | Stock-Based Compensation We account for stock awards to employees and non-employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. |
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 by its Trucking Segment. 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’s Digester Segment 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. The Company offers customers subscriptions to software which aids in the use of its Digester products; software revenue is recognized over time for the course of the subscription. 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 years ended December 31, 2023 and 2022: SUMMARY OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 Product sales and product related services $ 1,396,127 $ - Waste collection and disposal 6,228,457 4,203,112 Total revenue $ 7,624,584 $ 4,203,112 |
Concentration Risk | Concentration Risk The Company performs a regular review of customer activity and associated credit risks. As of December 31, 2023, four customers accounted for approximately 47 63 During the year ended December 31, 2023, one customer accounted for approximately 30 52 12 The Company maintains positive customer relationships and continually expands its customer base, mitigating the impact of any potential concentration risks that exist. |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes, established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Company’s taxes are subject to examination by taxation authorities for a period of three years |
Advertising and Marketing Costs | Advertising and Marketing Costs Costs associated with advertising are charged to expense as occurred. For the years ended December 31, 2023 and 2022 the advertising and marketing costs were $ 61,724 11,336 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company has reviewed the recent accounting pronouncements issued by the Financial Accounting Standards Board (“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. In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that adoption of ASU 2023-07 will have on its financial disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU No. 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”) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE Property and Equipment, net Categories Estimated Useful Life Tractors and trailers 15 Containers 25 Equipment 10 Leasehold improvements 5 |
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 |
SUMMARY OF DISAGGREGATION OF REVENUE | The following is a summary of revenue disaggregated by type for the years ended December 31, 2023 and 2022: SUMMARY OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 Product sales and product related services $ 1,396,127 $ - Waste collection and disposal 6,228,457 4,203,112 Total revenue $ 7,624,584 $ 4,203,112 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF PURCHASE CONSIDERATION | SCHEDULE OF PURCHASE CONSIDERATION Titan Environmental Solutions 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 estimated fair values on the acquisition date. 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 Estimated Description Fair Value Assets: Cash $ 69,104 Accounts receivable 369,338 Prepaid expenses and other current assets 17,893 Inventory 64,894 Fixed assets 1,134 Intangible assets 6,471,621 Goodwill 26,880,916 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 Year Ended Year Ended December 31, December 31, 2023 2022 Total revenue $ 7,993,090 $ 4,204,694 Net loss $ (124,502,520 ) $ (29,014,991 ) Pro forma loss per common share $ (0.73 ) $ (6.58 ) Pro forma weighted average number of common shares basic and diluted 170,715,695 4,410,595 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment consist of the following as of December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2023 2022 Containers $ 1,740,393 $ 1,397,311 Trucks and tractors 4,388,091 4,086,968 Trailers 1,033,259 1,197,357 Shop equipment 40,380 40,380 Leasehold improvements $ 33,934 $ 19,589 Property and equipment, gross 7,236,057 6,741,605 Less accumulated depreciation (1,455,310 ) (1,097,664 ) Net book value $ 5,780,747 $ 5,643,941 |
INTANGIBLES, NET (Tables)
INTANGIBLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following as of December 31, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS December 31, December 31, 2023 2022 Customer Lists $ 1,137,807 $ 687,500 Intellectual Property 5,228,548 - Tradenames 509,818 - Noncompete Agreement 282,948 - Intangible assets, gross 282,948 - Less: accumulated amortization (505,091 ) - Net book value $ 6,654,030 $ 687,500 Intangible assets, net $ 6,654,030 $ 687,500 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | Future amortization expense from intangible assets as of December 31, 2023 were as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the Year Ended, December 31, 2024 $ 772,466 2025 770,356 2026 770,356 2027 770,356 2028 711,930 Thereafter 2,858,566 Total remaining amortization expense $ 6,654,030 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CARRYING VALUE OF GOODWILL | The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF CARRYING VALUE OF GOODWILL Trucking Digester Gross goodwill: Balance as of January 1, 2022 $ - $ - Goodwill recognized - - Balance as of December 31, 2022 - - Accumulated impairment - - Balance as of January 1, 2022 - - Impairment - - Balance as of December 31, 2022 - - Net carrying value, as of December 31, 2022 - - Gross goodwill: Balance as of December 31, 2022 - - Goodwill recognized - 26,880,916 Balance as of December 31, 2023 - 26,880,916 Accumulated impairment: Balance as of December 31, 2022 - - Impairment - (20,364,001 ) Balance as of December 31, 2023 - (20,364,001 ) Net carrying value, as of December 31, 2023 $ - $ 6,516,915 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Detail of accounts payable and accrued expenses as of December 31, 2023, and 2022 was as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2023 2022 Accounts payable $ 3,475,570 $ 669,231 Credit card payable 153,728 29,454 Accrued interest 233,611 12,298 Accrued expenses and other payables 210,049 25,675 Total accounts payable and accrued expenses $ 4,072,958 $ 736,658 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES | SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES December 31, December 31, 2023 2022 Weighted average remaining lease term (in years) 3.86 2.08 Weighted average discount rate 8.10 % 7.57 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of December 31, 2023 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES For the Year Ended, December 31, 2024 $ 514,193 2025 460,980 2026 485,504 2027 418,442 2028 102,211 Total minimum lease payments 1,981,330 Less: imputed interest (298,917 ) Present value of future minimum lease payments 1,682,413 Current operating lease liabilities 391,547 Non-current operating lease liabilities $ 1,290,866 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | The Company’s notes payables balance as of December 31, 2023 and 2022, consisted of the following: SCHEDULE OF LONG-TERM DEBT December 31, December 31, 2023 2022 Current Non-current Current Non-current Loans: WTI Global Inc. (a) $ - $ - $ 170,000 $ - Collateralized Loans: Peoples United (b) - - 177,539 - M&T Bank (c) 133,072 188,121 121,927 321,192 Daimler Truck (d) 53,429 - 74,873 53,429 Ascentium Capital (e) 195,519 612,674 152,467 587,991 Balboa Capital (f) 42,829 136,604 38,895 179,433 Blue Bridge Financial (g) 11,733 39,218 10,394 50,951 Channel Equipment Finance (h) 93,818 98,230 - - Financial Pacific (i) 33,006 100,214 29,187 133,220 M2 Equipment (j) 43,099 134,940 39,527 178,039 Meridian Equipment Finance (k) 28,001 85,606 25,518 113,606 Navitas (l) 39,840 118,883 36,791 158,723 Pawnee Leasing Corp (m) 45,910 147,848 41,480 193,759 Signature Bank (n) 79,732 295,189 73,973 374,921 Trans Lease (o) 44,657 112,912 40,524 157,569 Verdant Commercial Credit (p) 47,175 122,215 44,324 169,390 Western Equipment Capital (q) 45,016 141,589 41,186 186,605 Amur Equipment Finance (r) 33,465 187,381 - - Issued prior to Titan Merger: Michaelson Capital (s) 2,307,090 - - - Loanbuilder (t) 91,096 102,916 - - Individual (u) 25,000 - - - Kabbage Loans (v) 9,344 - - - Baxter Credit Union (w) - - - - Related Parties: Titan Holdings 2 (x) 175,000 603,470 - - Titan Holdings 5 (y) 40,000 - - - Miller (z) 250,000 - - - Rizzo (aa) 65,000 - - - Total outstanding principal 3,932,831 3,228,010 1,118,605 2,858,828 Less: discounts (21,385 ) (53,325 ) (20,447 ) (73,297 ) Total notes payable 3,911,446 3,174,685 1,098,158 2,785,531 Less: Notes payable – related parties 530,000 603,470 - - Notes payable $ 3,381,446 $ 2,571,215 $ 1,098,158 $ 2,785,531 (a) On December 15, 2022, Titan Trucking entered into a $ 170,000 7 (b) On December 10, 2021, Titan Trucking entered into a collateralized loan agreement for $ 354,876 5.75 16,614 (c) Titan Trucking entered into a collateralized loan on December 23, 2022 with M&T Bank which matures on February 23, 2025. The loan has an interest rate of 8.78 13,000 176,497 (d) On February 12, 2018, Titan Trucking entered into a collateralized loan agreement with Daimler Trucks for $ 131,940 2,487 4.95 On June 3, 2019, Titan Trucking entered into another collateralized loan agreement with Daimler Trucks for $ 160,601 2,795 6 On June 14, 2019, Titan Trucking entered into another collateralized loan agreement with Daimler Trucks for $ 155,740 2,762 6 (e) On May 5, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 250,000 4,812 5.82 On May 10, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 259,646 4,753 3.75 On June 5, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 311,795 5,935 5.36 On December 25, 2023 Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 220,202 4,742 10.58 (f) On August 13, 2022, Titan Trucking entered into a collateralized loan agreement with Balboa Capital for $ 230,482 4,860 9.68 (g) On August 11, 2022, Titan Trucking entered into an equipment finance agreement with Blue Bridge Financial for $ 64,539 1,442 12.18 (h) On September 19, 2023, Titan Trucking entered into a business advance finance agreement with Channel Equipment Finance for $ 123,574 3,051 16.69 On October 31, 2023, Titan Trucking entered into an equipment finance agreement with Channel Equipment Finance for $ 84,000 7,448 56.95 (i) On July 15, 2022, Titan Trucking entered into an equipment financing agreement with Financial Pacific for $ 74,841 1,585 9.87 On October 15, 2022, Titan Trucking entered into an additional equipment financing agreement with Financial Pacific for $ 95,127 1,906 7.49 (j) On August 10, 2022, Titan Trucking entered into an equipment financing agreement with M2 Equipment for $ 230,000 4,739 8.68 (k) On August 16, 2022, Titan Trucking entered into an equipment financing agreement with Meridian for $ 149,076 3,118 9.32 (l) On July 23, 2022, Titan Trucking entered into an equipment financing agreement with Navitas for $ 210,000 4,257 7.99 (m) On August 15, 2022, Titan Trucking entered into an equipment financing agreement with Pawnee Leasing Corp. for $ 248,157 5,296 10.19 (n) On June 22, 2022, Titan Trucking entered into a collateralized loan agreement with Signature Bank for $ 284,951 4,849 6.93 On September 15, 2022, Titan Trucking entered into a collateralized loan agreement with Signature Bank for $ 191,250 3,901 8.25 (o) On August 20, 2022, Titan Trucking entered into a collateralized loan agreement with Trans Lease, Inc. for $ 210,750 4,838 9.75 (p) On April 27, 2022, Titan Trucking entered into a collateralized debt agreement with Verdant Commercial Capital for $ 241,765 4,702 6.25 (q) On August 15, 2022, Titan Trucking entered into an equipment financing agreement with Western Equipment Capital for $ 240,726 4,989 8.93 (r) On November 8, 2023, Titan Trucking entered into an equipment financing agreement with Amur Equipment Finance for $ 223,428 5,215 14.14 Note Payables issued prior to Titan Merger: (s) On January 5, 2023, the Company completed its asset acquisition of the Recoup Digester Assets and as part of the consideration the Company paid for such assets, the Company 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 during the three months ended September 30, 2023 until October 30, 2023. On December 28, 2023 the Company and Michaelson signed a Forbearance Agreement (the “December Michaelson Amendment”) which was accounted for as a debt modification in accordance with ASC 470 – Debt The December Michaelson Amendment established a period ending on March 31, 2024 during which Michaelson agreed to forbear from exercising its rights against the Company with respect to a default. Additionally, it set the following repayment terms: 1) on or before December 31, 2023 the Company is to make a $ 125,000 principal payment, 2) on or before January 31, 2024 the Company is make a principal payment of $ 50,000 , 3) on or before March 31, 2023 the Company shall repay its remaining principal obligations to Michaelson, 4) beginning on January 2024, the Company is make three monthly interest payments of $ 22,571 , and 5) following the payment of its other obligations owed to Michaelson the company shall issue Michaelson $ 50,000 worth of preferred stock at the current offering terms and conditions. In April 2024, the Company and Michaelson agreed to extend the term of the Michaelson Note until June 30, 2024, and forbear all other terms until May 1, 2024. In exchange for such extension and forbearance, the Company agreed to: 1) pay $ 600,000 500,000 100,000 50,000 50,000 25 6.0 (t) 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 December 31, 2023, the Company has 28 remaining required monthly repayments of $ 6,046 1,545 (u) On May 16, 2022, the Company issued a $ 25,000 12 0.5 (v) 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 (w) 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: (x) On April 30, 2023, the Company signed a promissory note (the “Titan Holdings 2 Note”) with Titan Holdings 2, LLC (“Titan Holdings 2”), a stockholder of the Company. On November 10, 2023 Titan Trucking and Titan Holdings 2 agreed to a restated promissory note (together the two notes are the “Titan Holdings 2 Note”). The Titan Holdings 2 Note has a principal amount of $ 712,470 10.5 13.00 175,000 50,000 Titan has an informal agreement with Titan Holdings 2 to continually borrow from Titan Holdings 2 as working capital needs arise. These additional funds are to be repaid as funding becomes available. As of December 31, 2023, Titan had borrowed $ 66,000 (y) On December 31, 2023, the Company and a stockholder of the Company agreed to an informal agreement (the “Titan Holdings 5 Note”) to borrow funds from the stockholder as working capital needs arise. These additional funds are to be repaid as funding becomes available. As of December 31, 2023, Titan had borrowed $ 40,000 (z) On October 30, 2023, the Company and its CEO, Glen Miller, agreed to a promissory note for a principal amount of $ 250,000 10 (aa) On November 30, 2023, the Company and its COO, Jeff Rizzo, agreed to a promissory note for a principal amount of $ 65,000 10 |
SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE | Principal maturities for the next five years and thereafter as of December 31, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF NOTES PAYABLE 2024 $ 3,932,831 2025 1,036,070 2026 861,456 2027 571,005 2028 156,009 Thereafter 603,470 Total principal payments $ 7,160,841 Less: debt discounts (74,710 ) Total notes payable $ 7,086,131 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLES | The Company’s convertible notes as of December 31, 2023 and 2022 were as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLES Current Non-current Current Non-current December 31, December 31, 2023 2022 Current Non-current Current Non-current Convertible Notes Payable: Calvary Fund – Bridge Notes (a) $ 1,150,000 $ - $ - $ - Evergreen – Bridge Note (b) 745,000 - - - Keystone Capital – Bridge Notes (c) 70,500 - - - Seven Knots – Bridge Notes (d) 70,500 - - - Individual #2 – Bridge Notes (e) 300,000 - - - Individual #3 – Bridge Notes (f) 30,000 - - - Individual #4 – Bridge Notes (g) 180,000 - - - Individual #5 – Bridge Notes (h) 600,000 - - - Convertible notes payable (h) 600,000 - - - Related Parties: Miller – Bridge Notes (i) 480,000 - - - Titan 5 – Bridge Note (j) 120,000 - - - Celli – Bridge Note (k) 150,000 - - - FC Advisory – Bridge note (l) 60,000 - - - Note payable to related parties (l) 60,000 - - - Total outstanding principal 3,956,000 - - - Less: discounts (359,850 ) - - - Total convertible notes payable 3,596,150 - - - Convertible notes payable – related parties 724,250 - - - Convertible notes payable $ 2,871,900 $ - $ - $ - Convertible Notes Payable: (a) Between May 19, 2023 and August 7, 2023, the Company issued five 20 141,000 400,000 10 May 19, 2024 August 7, 2024 (b) Between May 19, 2023 and July 7, 2023, the Company issued three 20 141,000 400,000 10 May 19, 2024 July 7, 2024 (c) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (d) On July 20, 2023, the Company issued a 20 70,500 10 July 20, 2024 (e) On July 24, 2023, the Company issued a 20 300,000 10 July 20, 2024 (f) On July 24, 2023, the Company issued a 20 30,000 10 July 24, 2024 (g) On July 24, 2023, the Company issued a 20 180,000 10 July 24, 2024 (h) On July 28, 2023, the Company issued a 20 600,000 10 July 28, 2024 Related Parties: (i) Between June 13, 2023 and July 24, 2023, the Company sold and issued two 20 240,000 10 June 13, 2024 July 24, 2024 (j) On June 13, 2023, the Company sold and issued a 20 120,000 10 June 13, 2024 (k) On December 28, 2023, the Company sold and issued a 20 150,000 10 December 28, 2024 (l) On December 22, 2023, the Company sold and issued a 20 60,000 10 December 22, 2024 |
SCHEDULE OF PRINCIPAL MATURITIES OF CONVERTIBLE NOTES PAYABLE | Convertible note payables principal maturities for the next year as of December 31, 2023 were as follows: SCHEDULE OF PRINCIPAL MATURITIES OF CONVERTIBLE NOTES PAYABLE 2024 $ 3,956,000 Less: debt discounts (359,850 ) Total convertible notes payable $ 3,596,150 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | The derivative liabilities as of December 31, 2023 and December 31, 2022 were as follows: SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2023 December 31, 2022 Fair value of the Platinum Point Warrants ( 25,000 $ 17,500 $ - $ 17,500 $ - |
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES | Activity related to the derivative liabilities for the year ended December 31, 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 (41,670 ) Ending balance as of December 31, 2023 $ 17,500 |
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 SCHEDULE OF VALUATION ASSUMPTIONS For the Years Ended December 31, December 31, 2023 2022 Expected term (years) 0.12 - Expected volatility 1,288.16 % - Expected dividend yield 0.00 % - Risk-free interest rate 4.79 % - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF CHANGES IN 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 0.37 $ 24,905 $ 9.29 Warrants granted 2,500,000 $ 0.06 5.00 $ 1,600,000 $ 0.06 Warrants exercised - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at December 31, 2023 2,608,734 0.008 16.00 4.81 $ 1,624,905 $ 0.44 Exercisable at December 31, 2023 2,606,907 $ 0.008 16.00 4.81 $ 1,623,641 $ 0.45 Balance at December 31, 2021 - $ - - $ - $ - Warrants granted - $ - - $ - $ - Warrants exercised/exchanged - $ - - $ - $ - Warrants expired/cancelled - $ - - $ - $ - Balance at December 31, 2022 - $ - - $ - $ - Exercisable at December 31, 2022 - $ - - $ - $ - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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 December 31, 2022 - $ - - Nonvested at December 31, 2022 - $ - - Granted - $ - - 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 - Shares vested (300,000 ) $ 0.01 - Forfeitures and cancelations (4,705,000 ) $ 0.01 - Total outstanding at December 31, 2023 - $ - - |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE | SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE Year Ended Year Ended December 31, December 31, 2023 2022 Series C preferred stock 63,090,000 - Warrants 2,608,734 - Total common stock equivalents 65,698,734 - |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX (BENEFIT) PROVISION | SCHEDULE OF INCOME TAX (BENEFIT) PROVISION 2023 2022 Current: Federal $ - $ - State - - Foreign $ - $ - Total current provision - - Deferred: Federal $ (674,213 ) $ - State (265,698 ) - Foreign - - Total deferred benefit (939,911 ) - Change in valuation allowance 939,911 - Total income tax provision $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Federal income taxes at statutory rate 21.00 % 0.00 % State income taxes at statutory rate 0.45 % 0.00 % Acquisitions and disposals 0.10 % 0.00 % Loss on extinguishment of debt (16.44 )% 0.00 % Goodwill impairment (2.35 )% 0.00 % Stock based compensation (0.79 )% 0.00 % Tax basis adjustments (1.00 )% 0.00 % Change in valuation allowance (0.63 )% 0.00 % Other (0.34 )% 0.00 % Totals 0.00 % 0.00 % |
SCHEDULE OF DEFERRED TAX ASSETS | The following is a summary of the components of deferred tax assets and liabilities as of December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX ASSETS As of As of December 31, December 31, 2023 2022 Deferred tax assets: Net operating losses and other tax attributes $ 5,016,200 $ - Other 32,759 - Total deferred tax assets 5,048,958 - Deferred tax liabilities: Depreciation and amortization (552,039 ) - Total deferred tax liabilities (552,039 ) - Less: Valuation allowance (4,496,919 ) - Net deferred tax assets $ - $ - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF TOTAL REVENUES FOR EACH REPORTABLE SEGMENT | SCHEDULE OF TOTAL REVENUES FOR EACH REPORTABLE SEGMENT Year Ended Year Ended December 31, December 31, 2023 2022 $ $ Trucking 6,228,457 4,203,112 Digester 1,395,992 - Corporate / Other 135 - Total Company $ 7,624,584 $ 4,203,112 |
SCHEDULE OF GROSS PROFIT (LOSS) FOR EACH REPORTABLE SEGMENT | SCHEDULE OF GROSS PROFIT (LOSS) FOR EACH REPORTABLE SEGMENT Year Ended Year Ended December 31, December 31, 2023 2022 $ $ Trucking 322,657 (4,740 ) Digester 798,748 - Corporate / Other 44 - Total Company $ 1,121,449 $ (4,740 ) |
SCHEDULE OF NET LOSS BEFORE PROVISION FOR INCOME TAXES | SCHEDULE OF NET LOSS BEFORE PROVISION FOR INCOME TAXES Year Ended Year Ended December 31, December 31, 2023 2022 $ $ Trucking (4,152,256 ) (658,663 ) Digester (20,303,071 ) - Corporate / Other (124,549,722 ) - Total Company $ (149,005,049 ) $ (658,663 ) |
SCHEDULE OF TOTAL ASSETS CAPITAL EXPENDITURES AND DEPRECIATION AND AMORTIZATION EXPENSE | SCHEDULE OF TOTAL ASSETS CAPITAL EXPENDITURES AND DEPRECIATION AND AMORTIZATION EXPENSE Assets Capital expenditures Depreciation and amortization (1) As of December 31, Year Ended December 31, Year Ended December 31, 2023 2022 2023 2022 2023 2022 Trucking $ 8,804,653 $ 7,407,967 $ 643,100 $ 3,349,628 $ 492,770 $ 325,382 Digesters 13,122,976 - 14,345 — 436,684 — Corporate / Other 247,845 - - — — — Total Company 22,175,474 7,407,967 657,445 3,349,628 929,454 325,382 (1) Depreciation expense of $ 424,040 325,382 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jul. 28, 2023 | Jul. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Goodwill | $ 6,516,915 | ||||
Goodwill | 17,500 | ||||
Net income loss | 149,005,049 | 658,663 | |||
Working capital deficit | 10,935,108 | $ 1,106,879 | |||
Principal repayment of note | 2,307,090 | ||||
Debt instrument face amount | $ 1,944,000 | ||||
Convertible notes payable | $ 2,595,000 | ||||
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 | ||||
Goodwill | $ 112,000,000 | ||||
Traqiq Solutions Inc [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 PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE (Details) | Dec. 31, 2023 |
Tractors And Trailers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment estimated useful life | 15 years |
Containers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment estimated useful life | 25 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment estimated useful life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment estimated useful life | 5 years |
SCHEDULE OF FINITE LONG-LIVED I
SCHEDULE OF FINITE LONG-LIVED INTANGIBLE ASSETS ESTIMATED USEFUL LIFE (Details) | Dec. 31, 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 ($) | 12 Months Ended | ||
May 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Total revenue | $ 1,396,000 | $ 7,624,584 | $ 4,203,112 |
Continuing Operations [Member] | |||
Product Information [Line Items] | |||
Total revenue | 7,624,584 | 4,203,112 | |
Product [Member] | Continuing Operations [Member] | |||
Product Information [Line Items] | |||
Total revenue | 1,396,127 | ||
Waste Collection And Disposal [Member] | Continuing Operations [Member] | |||
Product Information [Line Items] | |||
Total revenue | $ 6,228,457 | $ 4,203,112 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Product Information [Line Items] | |||
Federal deposit insurance cash | $ 250,000 | ||
Allowance of credit loss | 43,016 | $ 77,690 | |
Accounts receivable | $ 413,723 | ||
Subscriptions receivable | 200,000 | ||
Goodwill | 6,516,915 | ||
Impairment expense | 20,364,001 | ||
Amortization of loan origination fees | 385,002 | 6,663 | |
Notes payable outstanding amount | $ 434,542 | 93,745 | |
Income tax examination description | The Company’s taxes are subject to examination by taxation authorities for a period of three years | ||
Advertising and marketing costs | $ 61,724 | $ 11,336 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Four Customer A [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 47% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer A [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 63% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer A [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 30% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customer A [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 52% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customer B [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12% | ||
Titan Trucking LLC [Member] | |||
Product Information [Line Items] | |||
Goodwill | $ 26,880,916 |
SCHEDULE OF PURCHASE CONSIDERAT
SCHEDULE OF PURCHASE CONSIDERATION (Details) | May 19, 2023 USD ($) |
Traqiq Inc [Member] | |
Business Acquisition [Line Items] | |
Titan Environmental Solutions Inc. market capitalization at closing | $ 27,162,222 |
Titan Trucking LLC [Member] | |
Business Acquisition [Line Items] | |
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 ($) | Dec. 31, 2023 | May 19, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 6,516,915 | ||
Titan Trucking LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 69,104 | ||
Accounts receivable | 369,338 | ||
Prepaid expenses and other current assets | 17,893 | ||
Inventory | 64,894 | ||
Fixed assets | 1,134 | ||
Intangible assets | 6,471,621 | ||
Goodwill | 26,880,916 | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 7,993,090 | $ 4,204,694 |
Net loss | $ (124,502,520) | $ (29,014,991) |
Pro forma loss per common share | $ (0.73) | $ (6.58) |
Pro forma weighted average number of common shares diluted | 170,715,695 | 4,410,595 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | ||
May 19, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Professional fees | $ 3,146,692 | $ 265,575 | ||
Goodwill | $ 6,516,915 | 6,516,915 | ||
Revenue | $ 1,396,000 | 7,624,584 | 4,203,112 | |
Gross profit | 799 | 1,121,449 | (4,740) | |
Share based compensation pro forma | 5,590,485 | |||
Goodwill impairment loss pro forma | $ 20,364,001 | |||
Goodwill [Member] | ||||
Business Acquisition [Line Items] | ||||
Professional fees | 450,000 | |||
Titan Trucking LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Voting interest, rate | 65% | |||
Goodwill | $ 26,880,916 | |||
Titan Trucking LLC [Member] | Intellectual Property [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life (years) | 10 years | |||
Discount rate | 12.70% | |||
Titan Trucking LLC [Member] | Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Discount rate | 12.70% | |||
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 | 12.70% | |||
Titan Merger Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 6,516,915 | $ 6,516,915 | ||
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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,236,057 | $ 6,741,605 |
Less accumulated depreciation | (1,455,310) | (1,097,664) |
Net book value | 5,780,747 | 5,643,941 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,740,393 | 1,397,311 |
Trucks And Tractors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,388,091 | 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 | $ 33,934 | $ 19,589 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | |||
Depreciation expenses | $ 424,363 | $ 325,382 | |
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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (505,091) | |
Intangible assets, net | 6,654,030 | 687,500 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,137,807 | 687,500 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 5,228,548 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 509,818 | |
Noncompete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 282,948 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 772,466 | |
2025 | 770,356 | |
2026 | 770,356 | |
2027 | 770,356 | |
2028 | 711,930 | |
Thereafter | 2,858,566 | |
Intangible assets, net | $ 6,654,030 | $ 687,500 |
INTANGIBLES, NET (Details Narra
INTANGIBLES, NET (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 505,091 | $ 0 | |
Note payable | 3,911,446 | $ 1,098,158 | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Noncompete agreement | 5,228,548 | ||
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Noncompete agreement | 509,818 | ||
Customer Lists [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Noncompete agreement | 450,307 | ||
Noncompete Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Noncompete agreement | $ 282,948 | ||
WTI Global Inc [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Consideration transferred | $ 687,500 | ||
Note payable | 170,000 | ||
Equity infusion | $ 517,500 |
SCHEDULE OF CARRYING VALUE OF G
SCHEDULE OF CARRYING VALUE OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment | $ 20,364,001 | |
Net carrying value, as of December 31, 2023 | 6,516,915 | |
Impairment | (20,364,001) | |
Operating Segments [Member] | Trucking [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Balance as of December 31, 2022 | ||
Goodwill recognized | ||
Balance as of December 31, 2023 | ||
Balance as of December 31, 2022 | ||
Impairment | ||
Balance as of December 31, 2022 | ||
Net carrying value, as of December 31, 2023 | ||
Impairment | ||
Balance as of December 31, 2023 | ||
Operating Segments [Member] | Digester [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Balance as of December 31, 2022 | ||
Goodwill recognized | 26,880,916 | |
Balance as of December 31, 2023 | 26,880,916 | |
Balance as of December 31, 2022 | ||
Impairment | 20,364,001 | |
Balance as of December 31, 2022 | 20,364,001 | |
Net carrying value, as of December 31, 2023 | 6,516,915 | |
Impairment | (20,364,001) | |
Balance as of December 31, 2023 | $ (20,364,001) |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 6,516,915 | ||
Digester [Member] | Operating Segments [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | 6,516,915 | ||
Goodwill | 26,880,916 | ||
Impairment expense | 20,364,001 | ||
Recoup Technologies Inc [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | 6,516,915 | $ 0 | |
Titan Trucking LLC [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | 26,880,916 | ||
Goodwill | $ 26,880,916 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,475,570 | $ 669,231 |
Credit card payable | 153,728 | 29,454 |
Accrued interest | 233,611 | 12,298 |
Accrued expenses and other payables | 210,049 | 25,675 |
Total accounts payable and accrued expenses | $ 4,072,958 | $ 736,658 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted average remaining lease term (in years) | 3 years 10 months 9 days | 2 years 29 days |
Weighted average discount rate | 8.10% | 7.57% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 514,193 | |
2025 | 460,980 | |
2026 | 485,504 | |
2027 | 418,442 | |
2028 | 102,211 | |
Total minimum lease payments | 1,981,330 | |
Less: imputed interest | (298,917) | |
Present value of future minimum lease payments | 1,682,413 | |
Current operating lease liabilities | 391,547 | $ 95,243 |
Non-current operating lease liabilities | $ 1,290,866 | $ 115,290 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 01, 2023 | Apr. 01, 2023 | Feb. 15, 2020 | Feb. 29, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 01, 2023 | |
Lease term | 12 months | ||||||
Operating lease expense | $ 372,162 | $ 112,753 | |||||
Right of use asset | $ 1,582,624 | $ 194,112 | |||||
Troy Michigan [Member] | |||||||
Lease term | 62 months | ||||||
Lease expiration | Jan. 15, 2025 | ||||||
Lease payment | $ 8,251 | ||||||
Straight line rent | $ 8,479 | ||||||
Operating lease expense | 110,000 | ||||||
Detroit Michigan [Member] | |||||||
Lease term | 60 months | ||||||
Lease expiration | Mar. 31, 2028 | ||||||
Straight line rent | 29,113 | ||||||
Operating lease expense | 1,485,000 | ||||||
Renewal term | 5 years | ||||||
Right of use asset | 1,411,851 | ||||||
Bloomfield Hills [Member] | |||||||
Lease term | 39 months | ||||||
Lease expiration | Jan. 31, 2027 | ||||||
Straight line rent | 7,542 | ||||||
Operating lease expense | 287,000 | ||||||
Right of use asset | $ 251,057 | ||||||
Bloomfield Hills [Member] | Subsequent Event [Member] | |||||||
Lease payment | $ 7,417 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Dec. 31, 2023 | Dec. 25, 2023 | Nov. 08, 2023 | Oct. 31, 2023 | Sep. 19, 2023 | Jun. 15, 2023 | May 19, 2023 | Jan. 05, 2023 | Dec. 23, 2022 | Oct. 15, 2022 | Aug. 20, 2022 | Aug. 16, 2022 | Aug. 15, 2022 | Aug. 13, 2022 | Aug. 11, 2022 | Aug. 10, 2022 | Jul. 23, 2022 | Jul. 15, 2022 | Jun. 05, 2022 | May 10, 2022 | May 05, 2022 | Dec. 10, 2021 | Jun. 03, 2019 | Feb. 12, 2018 | Dec. 08, 2023 | Dec. 01, 2023 | Nov. 30, 2023 | Nov. 10, 2023 | Oct. 30, 2023 | Jul. 17, 2023 | Apr. 30, 2023 | Apr. 26, 2023 | Dec. 31, 2022 | Dec. 15, 2022 | Sep. 28, 2022 | May 16, 2022 | |
Notes and Loans Payable, Current | $ 3,932,831 | $ 1,118,605 | |||||||||||||||||||||||||||||||||||
Notes and Loans, Noncurrent | 3,228,010 | 2,858,828 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | (21,385) | (20,447) | |||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Noncurrent | (53,325) | (73,297) | |||||||||||||||||||||||||||||||||||
Notes Payable | 3,911,446 | 1,098,158 | |||||||||||||||||||||||||||||||||||
Notes Payable, Noncurrent | 3,174,685 | 2,785,531 | |||||||||||||||||||||||||||||||||||
Notes payable current | 3,381,446 | 1,098,158 | |||||||||||||||||||||||||||||||||||
Notes payable noncurrent | 2,571,215 | 2,785,531 | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,944,000 | ||||||||||||||||||||||||||||||||||||
Titan Holdings 2 [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [1] | 175,000 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [1] | 603,470 | |||||||||||||||||||||||||||||||||||
Titan Holdings 2 [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 175,000 | $ 712,470 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 13% | 10.50% | |||||||||||||||||||||||||||||||||||
Titan Holdings 5 [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [2] | 40,000 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [2] | ||||||||||||||||||||||||||||||||||||
Glen Miller [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [3] | 250,000 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [3] | ||||||||||||||||||||||||||||||||||||
Glen Miller [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Jeff Rizzo [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [4] | 65,000 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [4] | ||||||||||||||||||||||||||||||||||||
Jeff Rizzo [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 65,000 | ||||||||||||||||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | |||||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | 603,470 | ||||||||||||||||||||||||||||||||||||
Notes Payable, Noncurrent | 603,470 | ||||||||||||||||||||||||||||||||||||
Notes Payable, Current | 530,000 | ||||||||||||||||||||||||||||||||||||
WTI Global Inc [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [5] | 170,000 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [5] | ||||||||||||||||||||||||||||||||||||
WTI Global Inc [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 170,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 7% | ||||||||||||||||||||||||||||||||||||
Peoples United [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [6] | 177,539 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [6] | ||||||||||||||||||||||||||||||||||||
Peoples United [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 354,876 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 16,614 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.75% | ||||||||||||||||||||||||||||||||||||
M&T Bank [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [7] | 133,072 | 121,927 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [7] | 188,121 | 321,192 | ||||||||||||||||||||||||||||||||||
M&T Bank [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 13,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 8.78% | ||||||||||||||||||||||||||||||||||||
Daimler Truck [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [8] | 53,429 | 74,873 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [8] | 53,429 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 6% | ||||||||||||||||||||||||||||||||||||
Daimler Truck [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 160,601 | $ 131,940 | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 2,795 | $ 2,487 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.95% | ||||||||||||||||||||||||||||||||||||
Ascentium Capital [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [9] | 195,519 | 152,467 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [9] | 612,674 | 587,991 | ||||||||||||||||||||||||||||||||||
Ascentium Capital [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 220,202 | $ 311,795 | $ 259,646 | $ 250,000 | |||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,742 | $ 5,935 | $ 4,753 | $ 4,812 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 10.58% | 5.36% | 3.75% | 5.82% | |||||||||||||||||||||||||||||||||
Balboa Capital [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [10] | 42,829 | 38,895 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [10] | 136,604 | 179,433 | ||||||||||||||||||||||||||||||||||
Balboa Capital [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 230,482 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,860 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 9.68% | ||||||||||||||||||||||||||||||||||||
Blue Bridge Financial [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [11] | 11,733 | 10,394 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [11] | 39,218 | 50,951 | ||||||||||||||||||||||||||||||||||
Blue Bridge Financial [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 64,539 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 1,442 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 12.18% | ||||||||||||||||||||||||||||||||||||
Channel Equipment Finance [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [12] | 93,818 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [12] | 98,230 | |||||||||||||||||||||||||||||||||||
Channel Equipment Finance [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 84,000 | $ 123,574 | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 7,448 | $ 3,051 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 56.95% | 16.69% | |||||||||||||||||||||||||||||||||||
Financial Pacific [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [13] | 33,006 | 29,187 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [13] | 100,214 | 133,220 | ||||||||||||||||||||||||||||||||||
Financial Pacific [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 95,127 | $ 74,841 | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 1,906 | $ 1,585 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 7.49% | 9.87% | |||||||||||||||||||||||||||||||||||
M2 Equipment [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [14] | 43,099 | 39,527 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [14] | 134,940 | 178,039 | ||||||||||||||||||||||||||||||||||
M2 Equipment [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 230,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,739 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 8.68% | ||||||||||||||||||||||||||||||||||||
Meridian Equipment Finance [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [15] | 28,001 | 25,518 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [15] | 85,606 | |||||||||||||||||||||||||||||||||||
Meridian Equipment [Member] | |||||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [15] | 113,606 | |||||||||||||||||||||||||||||||||||
Meridian Equipment [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 149,076 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 3,118 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 9.32% | ||||||||||||||||||||||||||||||||||||
Navitas [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [16] | 39,840 | 36,791 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [16] | 118,883 | 158,723 | ||||||||||||||||||||||||||||||||||
Navitas [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 210,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,257 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 7.99% | ||||||||||||||||||||||||||||||||||||
Pawnee Leasing Corp [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [17] | 45,910 | 41,480 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [17] | 147,848 | 193,759 | ||||||||||||||||||||||||||||||||||
Signature Bank [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [18] | 79,732 | 73,973 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [18] | 295,189 | 374,921 | ||||||||||||||||||||||||||||||||||
Trans Lease [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [19] | 44,657 | 40,524 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [19] | 112,912 | 157,569 | ||||||||||||||||||||||||||||||||||
Trans Lease [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 210,750 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,838 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 9.75% | ||||||||||||||||||||||||||||||||||||
Verdant Commercial Credit [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [20] | 47,175 | 44,324 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [20] | 122,215 | 169,390 | ||||||||||||||||||||||||||||||||||
Western Equipment Capital [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [21] | 45,016 | 41,186 | ||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [21] | 141,589 | 186,605 | ||||||||||||||||||||||||||||||||||
Amur Equipment Finance [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [22] | 33,465 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [22] | 187,381 | |||||||||||||||||||||||||||||||||||
Amur Equipment Finance [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 223,428 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 5,215 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 14.14% | ||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [23] | 2,307,090 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [23] | ||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 35,000 | ||||||||||||||||||||||||||||||||||||
Loanbuilder [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [24] | 91,096 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [24] | 102,916 | |||||||||||||||||||||||||||||||||||
Loanbuilder [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | 1,545 | $ 6,325 | |||||||||||||||||||||||||||||||||||
Individual Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [25] | 25,000 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [25] | ||||||||||||||||||||||||||||||||||||
Individual Notes Payable [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 12% | ||||||||||||||||||||||||||||||||||||
Kabbage Loans [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [26] | 9,344 | |||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [26] | ||||||||||||||||||||||||||||||||||||
Kabbage Loans [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 77,748 | $ 120,800 | |||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 35,507 | ||||||||||||||||||||||||||||||||||||
Baxter Credit Union [Member] | |||||||||||||||||||||||||||||||||||||
Long-term debt, current maturities | [27] | ||||||||||||||||||||||||||||||||||||
Long term debt noncurrent maturities | [27] | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 8.50% | ||||||||||||||||||||||||||||||||||||
Pawnee [Member] | Titan Trucking LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 248,157 | ||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 5,296 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 10.19% | ||||||||||||||||||||||||||||||||||||
[1]On April 30, 2023, the Company signed a promissory note (the “Titan Holdings 2 Note”) with Titan Holdings 2, LLC (“Titan Holdings 2”), a stockholder of the Company. On November 10, 2023 Titan Trucking and Titan Holdings 2 agreed to a restated promissory note (together the two notes are the “Titan Holdings 2 Note”). The Titan Holdings 2 Note has a principal amount of $ 712,470 10.5 13.00 175,000 50,000 40,000 250,000 10 65,000 10 170,000 7 354,876 5.75 16,614 8.78 13,000 176,497 131,940 2,487 4.95 250,000 4,812 5.82 230,482 4,860 9.68 64,539 1,442 12.18 123,574 3,051 16.69 74,841 1,585 9.87 230,000 4,739 8.68 149,076 3,118 9.32 210,000 4,257 7.99 248,157 5,296 10.19 284,951 4,849 6.93 210,750 4,838 9.75 241,765 4,702 6.25 240,726 4,989 8.93 223,428 5,215 14.14 299,710 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 | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2023 | Dec. 25, 2023 | Nov. 08, 2023 | Oct. 31, 2023 | Sep. 19, 2023 | Jun. 15, 2023 | May 19, 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 | Jul. 15, 2022 | Jun. 22, 2022 | Jun. 05, 2022 | May 16, 2022 | May 10, 2022 | May 05, 2022 | Apr. 27, 2022 | Dec. 10, 2021 | Jun. 14, 2019 | Jun. 03, 2019 | Feb. 12, 2018 | Apr. 30, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 08, 2023 | Dec. 01, 2023 | Nov. 30, 2023 | Nov. 10, 2023 | Oct. 30, 2023 | Jul. 17, 2023 | Apr. 30, 2023 | Dec. 15, 2022 | Sep. 28, 2022 | Feb. 01, 2021 | May 05, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,944,000 | |||||||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ (116,591,322) | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument capital interest expense | 593,383 | 183,567 | ||||||||||||||||||||||||||||||||||||||||||||
Additional fund borrowed | $ 675,000 | |||||||||||||||||||||||||||||||||||||||||||||
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] | Titan Holdings 2 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 175,000 | $ 712,470 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 13% | 10.50% | ||||||||||||||||||||||||||||||||||||||||||||
Debt penalty charges | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Additional fund borrowed | 66,000 | |||||||||||||||||||||||||||||||||||||||||||||
Titan Trucking LLC [Member] | Titan Holdings 5 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Additional fund borrowed | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||
Titan Trucking LLC [Member] | Glen Miller [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument late fees percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||||
Titan Trucking LLC [Member] | Jeff Rizzo [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 65,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument late fees percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
Ascentium Capital [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 220,202 | $ 311,795 | $ 259,646 | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.58% | 5.36% | 3.75% | 5.82% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,742 | $ 5,935 | $ 4,753 | $ 4,812 | ||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
Channel Equipment Finance [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 84,000 | $ 123,574 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 56.95% | 16.69% | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 7,448 | $ 3,051 | ||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||
M2 Equipment [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 230,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.68% | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,739 | |||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
Signature Bank [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 | ||||||||||||||||||||||||||||||||||||||||||||
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 Commercial Capital [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 241,765 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12% | 6.25% | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 4,702 | |||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||
Amur Equipment Finance [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 223,428 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 14.14% | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 5,215 | |||||||||||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||
Loan outstanding balance | 3,017,090 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | $ 250,000 | $ 125,000 | ||||||||||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Titan Trucking LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | $ 600,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 22,571 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Standard Waste Services L L C [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Forbearance Fee | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Percentage of debt and captial securities | 25% | |||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Standard Waste Services L L C [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Forbearance Fee | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Michaelson Capital [Member] | Standard Waste Services L L C [Member] | Subsequent Event [Member] | Cash [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Forbearance Fee | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Loanbuilder [Member] | Titan Trucking LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment | 1,545 | $ 6,325 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument monthly repayments | $ 6,046 | $ 299,710 | ||||||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 25,299 | |||||||||||||||||||||||||||||||||||||||||||||
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) - Notes Payable [Member] | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 3,932,831 |
2025 | 1,036,070 |
2026 | 861,456 |
2027 | 571,005 |
2028 | 156,009 |
Thereafter | 603,470 |
Total principal payments | 7,160,841 |
Less: debt discounts | (74,710) |
Total notes payable | $ 7,086,131 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 593,383 | $ 183,567 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 2,595,000 | ||
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | 724,250 | ||
Current [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | 3,956,000 | ||
Less: discounts | (359,850) | ||
Total convertible notes payable | 3,596,150 | ||
Convertible notes payable | 2,871,900 | ||
Current [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable – related parties | 724,250 | ||
Current [Member] | Calvary Fund Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [1] | 1,150,000 | |
Current [Member] | Evergreen Bridge Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [2] | 745,000 | |
Current [Member] | Keystone Capital Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [3] | 70,500 | |
Current [Member] | Seven Knots Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [4] | 70,500 | |
Current [Member] | Individual Two Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [5] | 300,000 | |
Current [Member] | Individual Three Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [6] | 30,000 | |
Current [Member] | Individual Four Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [7] | 180,000 | |
Current [Member] | Individual Five Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [8] | 600,000 | |
Current [Member] | Miller Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [9] | 480,000 | |
Current [Member] | Titan Five Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [10] | 120,000 | |
Current [Member] | Celli Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [11] | 150,000 | |
Current [Member] | FC Advisory Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [12] | 60,000 | |
Non Current [Member] | |||
Short-Term Debt [Line Items] | |||
Total outstanding principal | |||
Less: discounts | |||
Total convertible notes payable | |||
Convertible notes payable | |||
Non Current [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable – related parties | |||
Non Current [Member] | Calvary Fund Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [1] | ||
Non Current [Member] | Evergreen Bridge Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [2] | ||
Non Current [Member] | Keystone Capital Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [3] | ||
Non Current [Member] | Seven Knots Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [4] | ||
Non Current [Member] | Individual Two Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [5] | ||
Non Current [Member] | Individual Three Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [6] | ||
Non Current [Member] | Individual Four Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [7] | ||
Non Current [Member] | Individual Five Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [8] | ||
Non Current [Member] | Miller Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [9] | ||
Non Current [Member] | Titan Five Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [10] | ||
Non Current [Member] | Celli Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [11] | ||
Non Current [Member] | FC Advisory Bridge Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable to related parties | [12] | ||
[1]Between May 19, 2023 and August 7, 2023, the Company issued five 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 20 150,000 10 December 28, 2024 20 60,000 10 December 22, 2024 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLES (Details) (Parenthetical) - USD ($) | Dec. 28, 2023 | Dec. 22, 2023 | Aug. 07, 2023 | Jul. 28, 2023 | Jul. 24, 2023 | Jul. 20, 2023 | Jul. 07, 2023 | Jun. 13, 2023 | Jul. 17, 2023 | May 19, 2023 |
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 1,944,000 | |||||||||
20% Senior Secured Promissory Note [Member] | Calvary Fund Bridge Notes [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Senior secured promissory notes percentage | 20% | 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% | 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] | ||||||||||
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% | 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 | |||||||||
20% Senior Secured Promissory Note [Member] | Celli Bridge Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Senior secured promissory notes percentage | 20% | |||||||||
Debt instrument face amount | $ 150,000 | |||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||
Debt instrument, maturity date range, start | Dec. 28, 2024 | |||||||||
20% Senior Secured Promissory Note [Member] | FC Advisory Bridge 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 | Dec. 22, 2024 |
SCHEDULE OF PRINCIPAL MATURIT_2
SCHEDULE OF PRINCIPAL MATURITIES OF CONVERTIBLE NOTES PAYABLE (Details) - Convertible Notes Payable [Member] | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 3,956,000 |
Less: debt discounts | (359,850) |
Total convertible notes payable | $ 3,596,150 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 17, 2023 | May 12, 2023 | Apr. 26, 2023 | Apr. 18, 2023 | Apr. 17, 2023 | Feb. 16, 2023 | Feb. 14, 2023 | Nov. 22, 2022 | Oct. 31, 2022 | Jul. 05, 2022 | Jun. 30, 2023 | Apr. 06, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 19, 2023 | Mar. 14, 2023 | Mar. 03, 2023 | Jan. 02, 2023 | |
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 1,944,000 | |||||||||||||||||
Repayments of Debt | $ 2,307,090 | |||||||||||||||||
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 Management 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 | |||||||||||||||||
Diagonal Lending LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument repaid principal | $ 0 | |||||||||||||||||
20% Senior Secured Promissory Note [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% | 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 dates | 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 Management LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Senior secured promissory notes percentage | 20% | 20% | ||||||||||||||||
Debt instrument, annual interest rate, effective percentage | 10% | |||||||||||||||||
Debt instrument, maturity date range, start | Feb. 14, 2024 | |||||||||||||||||
Debt instrument convertible stock price | 90% | |||||||||||||||||
Debt instrument, maturity dates | Feb. 28, 2024 | |||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||||||||
20% Senior Secured Promissory Note [Member] | Eleven 11 Management LLC [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 54,000 | |||||||||||||||||
20% Senior Secured Promissory Note [Member] | Eleven 11 Management LLC [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 60,000 | |||||||||||||||||
20% Senior Secured Promissory Note [Member] | Cavalry Fund ILP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Senior secured promissory notes percentage | 20% | 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 dates | 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% | 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 dates | 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 repaid principal | 0 | |||||||||||||||||
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 | |||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest expense | $ 223,846 | $ 0 |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS (Details) - Black Scholes Valuation Model [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (years) | 1 month 13 days | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1,288.16 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 4.79 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) (Parenthetical) | Dec. 31, 2023 shares |
Platinum Point Capital, LLC [Member] | |
Number of warrants issued | 25,000 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative liability | $ 17,500 | |
Platinum Point Capital, LLC [Member] | ||
Derivative liability | $ 17,500 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 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 | (41,670) |
Balance | $ 17,500 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | Dec. 31, 2023 USD ($) | Feb. 12, 2021 $ / shares shares |
Measurement Input, Share Price [Member] | ||
Short-Term Debt [Line Items] | ||
Stock price | 11.60 | |
Platinum Point Capital, LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Number of warrants granted | shares | 25,000 | |
Warrants term | 3 years | |
Warrants exercise price | $ / shares | $ 11.60 | |
Convertible Notes Payable Outstanding And Derivative Liability [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument repaid principal | $ | $ 0 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | Dec. 28, 2023 | Apr. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Advance offering balance | $ 50,000 | |||
Michaelson Capital [Member] | Standard Waste Services L L C [Member] | Subsequent Event [Member] | ||||
Forbearance fee | $ 100,000 | |||
Forbearance fee | 100,000 | |||
Michaelson Capital [Member] | Standard Waste Services L L C [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||
Forbearance fee | 50,000 | |||
Michaelson Capital [Member] | Standard Waste Services L L C [Member] | Subsequent Event [Member] | Cash [Member] | ||||
Forbearance fee | $ 50,000 | |||
Michaelson Capital [Member] | Forbearance Agreement [Member] | ||||
Payment of preferred stock | $ 50,000 |
BENEFIT PLAN (Details Narrative
BENEFIT PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employees defer cost | $ 22,500 | $ 20,500 |
Defined contribution plan percent | 50% | |
Defined contribution plan, employer matching contribution, percent | 100% | |
Employer contributions | $ 15,116 | $ 11,164 |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan percent | 3% |
SCHEDULE OF CHANGES IN COMMON S
SCHEDULE OF CHANGES IN COMMON STOCK WARRANTS (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | 4 months 13 days | |
Aggregate intrinsic value of vested warrants assumed | $ 24,905 | |
Weighted-average exercise price, assumed | $ 9.29 | |
Warrants granted | 2,500,000 | |
Exercise price, Warrants granted | $ 0.06 | |
Weighted-average remaining contractual life, granted | 5 years | |
Aggregate intrinsic value of vested warrants granted | $ 1,600,000 | |
Weighted-average exercise price, granted | $ 0.06 | |
Warrants exercised/exchanged | ||
Exercise price, Warrants exercised/exchanged | ||
Warrants expired/cancelled | ||
Exercise price, Warrants expired/cancelled | ||
Ending balance | 2,608,734 | |
Exercise price, Ending balance | ||
Weighted-average remaining contractual life, outstanding ending balance | 4 years 9 months 21 days | |
Aggregate intrinsic value of vested warrants outstanding ending balance | $ 1,624,905 | |
Weighted-average exercise price, outstanding ending balance | $ 0.44 | |
Exercisable at ending | 2,606,907 | |
Exercisable price per share | ||
Weighted-average remaining contractual life, exercisable ending balance | 4 years 9 months 21 days | |
Exercisable Aggregate Intrinsic Value | $ 1,623,641 | |
Exercisable weighted price per share | $ 0.45 | |
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 ($) | 12 Months Ended | |||||||||||
Jan. 29, 2024 | Jan. 23, 2024 | Dec. 28, 2023 | Jul. 20, 2023 | Jul. 17, 2023 | May 19, 2023 | Feb. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 03, 2024 | Jan. 10, 2024 | Dec. 15, 2022 | |
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||
Common stock authorized | 300,000,000 | 300,000,000 | ||||||||||
Fair value deemed | $ 0.0001 | $ 0.0001 | ||||||||||
Member's equity | $ 2,526,104 | |||||||||||
Settlement of promissory notes | $ 170,000 | |||||||||||
Common stock shares issued | 15,134,545 | 0 | ||||||||||
Common stock shares outstanding | 15,134,545 | 0 | ||||||||||
Common stock shares issued | 300,000 | |||||||||||
Unreimbursed advances | $ 100,000 | |||||||||||
Deemed dividend | $ 1,075,000 | |||||||||||
Outstanding principal and accrued interest | $ 2,595,000 | |||||||||||
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 | |||||||||||
WTI Global Inc [Member] | Promissory Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Settlement of promissory notes | $ 170,000 | |||||||||||
Debt instrument, interest rate, effective percentage | 2.254% | |||||||||||
Cavalry Fund ILP [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase shares | 2,500,000 | |||||||||||
Payment for warrant issuance | $ 300,000 | |||||||||||
Payment for issuance fees | $ 33,000 | |||||||||||
Warramts price per share | $ 0.55 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
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] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock shares issued | 0 | 0 | ||||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||||
Convertible into shares of common stock | 100 | |||||||||||
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 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, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock shares issued | 630,900 | 0 | ||||||||||
Preferred stock shares outstanding | 630,900 | 0 | ||||||||||
Convertible into shares of common stock | 100 | |||||||||||
Preferred stock, liquidation preference | $ 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 | |||||||||||
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 | |||||||||||
Titan Trucking LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Voting rights | 65% | |||||||||||
Titan Trucking LLC [Member] | WTI Global Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, interest rate, effective 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 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value | $ 10 | |||||||||||
Subsequent Event [Member] | Series A Rights [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares, new issues | 100,000 | |||||||||||
Subsequent Event [Member] | Series B Rights [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares, new issues | 10,152,269 | |||||||||||
Subsequent Event [Member] | Titan Environmental Solutions Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 25,000,000 | |||||||||||
Authorized capital total | 425,000,000 | |||||||||||
Common stock authorized | 400,000,000 | |||||||||||
Fair value deemed | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Titan Environmental Solutions Inc [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 630,900 | |||||||||||
Preferred stock, par value | $ 0.0001 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARDS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, nonvested beginning balance | ||
Weighted average grant date fair value, nonvested beginning balance | ||
Number of shares, nonvested granted | ||
Weighted average grant date fair value, nonvested granted | ||
Number of shares, nonvested vested | 300,000 | |
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 beginning balance | ||
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 | |
Number of shares, nonvested vested | (300,000) | |
Number of shares, nonvested forfeitures | (4,705,000) | |
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 ($) | 12 Months Ended | ||||
Sep. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 10, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares, nonvested vested and unreleased | 2,005,000 | ||||
Cancellation of restricted stock grants | 1,705,000 | ||||
Cancellation of unvested shares | 3,000,000 | ||||
Stock-based compensation expense | $ 5,590,486 | ||||
Vested and unreleased shares | $ 16,439 | ||||
Share based compensation option vested | 300,000 | ||||
Share based compensation | $ 5,590,486 | ||||
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] | |||||
Stock-based compensation expense | 5,590,485 | 0 | |||
Unrecognized stock-based compensation from restricted stock awards | 0 | ||||
Fair value of restricted shares that vested | $ 3,510 | $ 0 | |||
2023 Plan [Member] | Subsequent Event [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock authorized to be awarded as stock awards | 32,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2023 | May 20, 2023 | Mar. 21, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Consultant fee | $ 3,146,692 | $ 265,575 | ||||
Related party consulting expense | 159,600 | |||||
Related party accounts payable | 99,750 | |||||
Damages sought value | $ 324,000 | $ 324,000 | ||||
Accruals for loss contingencies | 0 | |||||
Consultant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Related party consulting expense | $ 30,767 | |||||
March 2023 Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Description of nature and terms of commitment | As consideration, the Company agreed to pay the consultant a monthly fee of $10,000 through the course of the three-year term of the agreement. Upon reaching the maturity, both parties may agree to an optional one-year term extension. Additionally, the Company agreed to pay the consultant a success fee equal to: 1) one percent (1%) of the purchase price paid by the Company to acquire an enterprise engaged in the business of hauling, transportation, waste brokerage, and recycling, 2) two percent (2%) of the purchase price paid by the Company for all stand-alone landfills and transfer stations, 3) one percent (1%) of the revenue received by the Company, for a twelve month period commencing upon execution, for all municipal or large commercial contracts, and 4) one and twenty-five hundredths percent (1.25%) of the purchase price received by the Company for transfer stations associated with a professionally recognized hauling company. | |||||
Consultant fee | $ 10,000 | |||||
Consulting agreements initial term | 3 years | |||||
Consulting agreements extension term | 1 year | |||||
May 2023 Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Description of nature and terms of commitment | As consideration, the Company agreed to pay a monthly retainer of $19,950 and an acquisition bonus on any acquisition by the Company of a third-party business. The acquisition bonus shall be calculated as equal to: 1) two and ninety-five hundredths percent (2.95%) of the first $50,000,000 of consideration paid for the acquisition, 2) one and seventy-five hundredths percent (1.75%) of the next $150,000,000 of consideration paid for the acquisition, and 3) one and twenty-five hundredths percent (1.25%) of the consideration paid for the acquisition over the first $200,000,000 paid. | |||||
Consultant fee | $ 19,950 | |||||
Consulting agreements initial term | 2 years | |||||
Consulting agreements extension term | 1 year |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE ANTI DILUTIVE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 65,698,734 | |
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 | 2,608,734 |
SCHEDULE OF INCOME TAX (BENEFIT
SCHEDULE OF INCOME TAX (BENEFIT) PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Foreign | ||
Total current provision | ||
Federal | (674,213) | |
State | (265,698) | |
Foreign | ||
Total deferred benefit | (939,911) | |
Change in valuation allowance | 939,911 | |
Total income tax provision |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21% | 0% |
State income taxes at statutory rate | 0.45% | 0% |
Acquisitions and disposals | 0.10% | 0% |
Loss on extinguishment of debt | (16.44%) | 0% |
Goodwill impairment | (2.35%) | 0% |
Stock based compensation | (0.79%) | 0% |
Tax basis adjustments | (1.00%) | 0% |
Change in valuation allowance | (0.63%) | 0% |
Other | (0.34%) | 0% |
Totals | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Net operating losses and other tax attributes | $ 14,875,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses and other tax attributes | 5,016,200 | |
Other | 32,759 | |
Total deferred tax assets | 5,048,958 | |
Depreciation and amortization | (552,039) | |
Total deferred tax liabilities | (552,039) | |
Less: Valuation allowance | (4,496,919) | |
Net deferred tax assets |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 14,875,000 |
Operating loss carryforward expire in 2029 | 1,300,000 |
Operating loss carryforward not expire | $ 13,600,000 |
Limitations on use | limited in utilization of 80% of taxable income. |
Valuation allowance increased | $ 4,497,000 |
Uncertain tax positions | $ 0 |
SCHEDULE OF TOTAL REVENUES FOR
SCHEDULE OF TOTAL REVENUES FOR EACH REPORTABLE SEGMENT (Details) - USD ($) | 12 Months Ended | ||
May 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
REVENUE | $ 1,396,000 | $ 7,624,584 | $ 4,203,112 |
Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
REVENUE | 6,228,457 | 4,203,112 | |
Digester [Member] | |||
Segment Reporting Information [Line Items] | |||
REVENUE | 1,395,992 | ||
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
REVENUE | $ 135 |
SCHEDULE OF GROSS PROFIT (LOSS)
SCHEDULE OF GROSS PROFIT (LOSS) FOR EACH REPORTABLE SEGMENT (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Total Company | $ 799 | $ 1,121,449 | $ (4,740) |
Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Company | 322,657 | (4,740) | |
Digester [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Company | 798,748 | ||
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Company | $ 44 |
SCHEDULE OF NET LOSS BEFORE PRO
SCHEDULE OF NET LOSS BEFORE PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Company | $ (149,005,049) | $ (658,663) |
Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Company | (4,152,256) | (658,663) |
Digester [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Company | (20,303,071) | |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Company | $ (124,549,722) |
SCHEDULE OF TOTAL ASSETS CAPITA
SCHEDULE OF TOTAL ASSETS CAPITAL EXPENDITURES AND DEPRECIATION AND AMORTIZATION EXPENSE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | |||
Assets | $ 22,175,474 | $ 7,407,967 | |
Capital expenditures | 657,445 | 3,349,628 | |
Depreciation and amortization | [1] | 929,454 | 325,382 |
Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 8,804,653 | 7,407,967 | |
Capital expenditures | 643,100 | 3,349,628 | |
Depreciation and amortization | [1] | 492,770 | 325,382 |
Digester [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 13,122,976 | ||
Capital expenditures | 14,345 | ||
Depreciation and amortization | [1] | 436,684 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 247,845 | ||
Capital expenditures | |||
Depreciation and amortization | [1] | ||
[1]Depreciation expense of $ 424,040 325,382 |
SCHEDULE OF TOTAL ASSETS CAPI_2
SCHEDULE OF TOTAL ASSETS CAPITAL EXPENDITURES AND DEPRECIATION AND AMORTIZATION EXPENSE (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Depreciation expense | $ 424,363 | $ 325,382 |
Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation expense | $ 424,040 | $ 325,382 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||||||
Apr. 05, 2024 | Apr. 03, 2024 | Mar. 07, 2024 | Feb. 28, 2024 | Feb. 23, 2024 | Jan. 29, 2024 | Jan. 23, 2024 | Jan. 10, 2024 | Jan. 05, 2024 | Jul. 17, 2023 | Jan. 05, 2023 | Apr. 30, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Jan. 04, 2024 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||
Convertible note payable principal | $ 2,595,000 | |||||||||||||||
Note payable principal | $ 3,911,446 | $ 1,098,158 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock issued | 7,000,000 | |||||||||||||||
Titan Trucking LLC [Member] | Michaelson Capital [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Repayments of Assumed Debt | $ 250,000 | $ 125,000 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par or stated value per share | $ 10 | |||||||||||||||
Reverse stock split, shares | 50 | |||||||||||||||
Reverse stock split description | The Titan board of directors shall amend the articles of incorporation of Titan to reduce the number of authorized shares of common stock to a number of shares, as determined by the Titan board of directors, that is not less than 110% of the number of outstanding shares of common stock on a fully-diluted basis after giving effect to the Reverse Stock Split | |||||||||||||||
Preferred stock, dividend rate, percentage | 10% | |||||||||||||||
Redemption price percentage | 130% | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exchange for preferred stock and warrants | $ 500,000 | |||||||||||||||
Warrants | 5,000,000 | |||||||||||||||
Exercise price | $ 0.06 | |||||||||||||||
Percentage of reserve for issuance a number of common stock shares | 125% | |||||||||||||||
Subsequent Event [Member] | First Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants | 916,667 | |||||||||||||||
Subsequent Event [Member] | Second Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants | 666,667 | |||||||||||||||
Subsequent Event [Member] | Third Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants | 1,166,667 | |||||||||||||||
Subsequent Event [Member] | Three Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exchange for preferred stock and warrants | $ 650,000 | |||||||||||||||
Exercise price | $ 0.06 | |||||||||||||||
Percentage of reserve for issuance a number of common stock shares | 125% | |||||||||||||||
Subsequent Event [Member] | Series A Rights [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants exercised | 100,000 | |||||||||||||||
Common stock issued | 100,000 | |||||||||||||||
Subsequent Event [Member] | Series B Rights [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants exercised | 10,152,269 | |||||||||||||||
Common stock issued | 10,152,269 | |||||||||||||||
Subsequent Event [Member] | Related Party Convertible Note Payable [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Maturity date | Aug. 31, 2025 | |||||||||||||||
Debt instrument, interest rate, effective percentage | 11% | |||||||||||||||
Convertible note payable principal | $ 62,500 | |||||||||||||||
Note original issue discount | $ 12,500 | |||||||||||||||
Subsequent Event [Member] | Related Party Note Payable [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Note original issue discount | $ 5,000 | |||||||||||||||
Note payable principal | $ 55,000 | |||||||||||||||
Debt default description | The note also has a provision requiring a late fee of 10% of the note’s principal in the event the Company defaults on repayment by more than thirty (30) days | |||||||||||||||
Subsequent Event [Member] | Related Party Note Payable [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Note original issue discount | $ 5,000 | |||||||||||||||
Note payable principal | $ 55,000 | |||||||||||||||
Debt default description | The note also has a provision requiring a late fee of 10% of the note’s principal in the event the Company defaults on repayment by more than thirty (30) days | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Maturity date | Aug. 31, 2025 | Aug. 31, 2025 | ||||||||||||||
Debt instrument, interest rate, effective percentage | 11% | 11% | ||||||||||||||
Convertible note payable principal | $ 125,000 | $ 62,500 | ||||||||||||||
Note original issue discount | $ 25,000 | $ 12,500 | ||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Board Of Directors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 630,900 | |||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of share receive | 50,000 | |||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Board Of Directors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 1,360,000 | |||||||||||||||
Subsequent Event [Member] | Titan Environmental Solutions Inc [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Authorized capital total | 425,000,000 | |||||||||||||||
Common stock, shares authorized | 400,000,000 | |||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||
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 | |||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | |||||||||||||||
Subsequent Event [Member] | Titan Trucking LLC [Member] | Michaelson Capital [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Repayments of Assumed Debt | $ 600,000 | $ 50,000 | ||||||||||||||
Subsequent Event [Member] | Standard Waste Services L L C [Member] | Michaelson Capital [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Repayments of Assumed Debt | 500,000 | |||||||||||||||
Forbearance fee | $ 100,000 | |||||||||||||||
Percentage of debt and captial securities | 25% | |||||||||||||||
Net proceeds | $ 6,000,000 | |||||||||||||||
Subsequent Event [Member] | Standard Waste Services L L C [Member] | Michaelson Capital [Member] | Cash [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Forbearance fee | 50,000 | |||||||||||||||
Subsequent Event [Member] | Standard Waste Services L L C [Member] | Series B Preferred Stock [Member] | Michaelson Capital [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Forbearance fee | $ 50,000 |