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 utr: D

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from ____________ to ____________

 Commission
File Number: 000-56148

 Titan
Environmental Solutions Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 30-0580318

 (State
 or Other Jurisdiction of

 (I.R.S.
 Employer

 Incorporation
 or Organization)

 Identification
 Number)

 E. Long Lake Road, Suite 100A

 Bloomfield
Hills, Michigan

 48304

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (248) 775-7400

 (Registrant's
Telephone Number, Including Area Code)

registered pursuant to Section 12(b) of the Act: None

registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.0001 per share

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Smaller
 reporting company

 Non-accelerated
 filer

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common stock, other than shares held by persons who may be deemed affiliates of the
registrant, as of June 30, 2023, the last day of the registrant's most recently completed second fiscal quarter, was $ 12,808,304,
computed by reference to the closing sales price for the registrant's common stock on June 30, 2023, as reported on The OTCQB market
operated by OTC Markets Group.

 There
were 25,386,814 shares of the registrant's common stock, $0.0001 par value, outstanding as of March 29, 2024.

 TITAN
ENVIRONMENTAL SOLUTIONS INC.

 TABLE
OF CONTENTS

 Cautionary
Note Regarding Forward Looking Statements

 Summary
of Principal Risk Factors

 Item

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accounting Fees and Services

 Item

 Exhibits and Financial Statement Schedules

 Item

 Form 10–K Summary

 SIGNATURES

 EXHIBIT INDEX

 As
used in this Annual Report on Form 10-K, the terms "we", "us", "our" and the "Company"
mean Titan Environmental Solutions Inc. and its wholly owned subsidiaries, taken as a whole (unless the context indicates a different
meaning).

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking
statements are contained principally in the sections titled "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business," but are also contained elsewhere in this report.
In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could,"
"would," "should," "expect," "intend," "plan," "objective," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue"
and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the
future, although not all forward-looking statements contain these words. These statements relate to future events or our future financial
performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels
of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These
forward-looking statements include, but are not limited to, statements about:

 our
 prospects, including our future business, revenues, expenses, net income, earnings per share, gross margins, profitability, cash
 flows, cash position, liquidity, financial condition and results of operations, our targeted growth rate, our goals for future revenues
 and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline;

 our
 ability to successfully pursue strategic acquisitions and integrate acquired businesses;

 our
 ability to hire additional personnel and to manage the growth of our business;

 our
 ability to continue as a going concern;

 environmental
 and other regulations, including developments related to emerging contaminants, gas emissions, renewable energy and environmental,
 social and governance ("ESG") performance and disclosure;

 significant
 environmental, safety or other incidents resulting in liabilities or brand damage;

 failure
 to obtain and maintain necessary permits due to land scarcity, public opposition or otherwise;

 diminishing
 landfill capacity, resulting in increased costs and the need for disposal alternatives;

 failure
 to attract, hire and retain key team members and a high quality workforce;

 increases
 in labor costs due to union organizing activities or changes in wage and labor related regulations;

 disruption
 and costs resulting from extreme weather and destructive climate events;

 public
 health risk, increased costs and disruption due to a future resurgence of pandemic conditions and restrictions;

 macroeconomic
 conditions, geopolitical conflict and market disruption resulting in labor, supply chain and transportation constraints, inflationary
 cost pressures and fluctuations in commodity prices, fuel and other energy costs;

 increased
 competition;

 pricing
 actions;

 ii

 impacts
 from international trade restrictions;

 competitive
 disposal alternatives, diversion of waste from landfills and declining waste volumes;

 weakness
 in general economic conditions and capital markets, including potential for an economic recession; instability of financial institutions;

 adoption
 of new tax legislation;

 shortages
 of fuel and/or other energy resources;

 failure
 to develop and protect new technology;

 failure
 of technology to perform as expected;

 the
 risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions;

 claims,
 demands and lawsuits to which we are, and may in the future, be subject and the risk that our insurance or indemnities coverage may
 not be sufficient;

 our
 ability to operate, update or implement our IT systems;

 our
 ability to implement additional finance and accounting systems, procedures and controls in order to satisfy public company reporting
 requirements;

 our
 ability to obtain additional financing when and as needed;

 the
 potential liquidity and trading of our securities; and

 the
 future trading prices of our common stock and the impact of securities analysts' reports on these prices.

 You
should read this report, including the section titled "Risk Factors," and the documents that we reference elsewhere in this
report and have filed as exhibits to this report, completely and with the understanding that our actual results may differ materially
from what we expect as expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should
not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in
any specified time frame, or at all.

 These
forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we
undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events
or otherwise after the date of this report. All subsequent forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

 iii

 SUMMARY
OF PRINCIPAL RISK FACTORS

 This
summary briefly lists the principal risks and uncertainties facing our business, which are only a select portion of those risks. A more
complete discussion of those risks and uncertainties is set forth in Part I, Item 1A of this Annual Report, entitled Risk Factors.
Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our
business, financial condition or results of operations could be materially and adversely affected. Our business is subject to the following
principal risks and uncertainties:

 Since
 our recent transition to an environmental solutions company in January 2023, we lack an established operating history on which to
 evaluate our consolidated business and determine if we will be able to execute our business plan, and we can give no assurance that
 our operations will result in profits.

 We
 have had a history of losses and may incur future losses, which may prevent us from attaining profitability.

 If
 we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing,
 our then-existing shareholders may suffer substantial dilution.

 If we do not obtain adequate capital funding or improve our financial performance, we may not be
 able to continue as a going concern.

 We
 have made and expect to continue to make acquisitions as a primary component of our growth strategy. We may not be able to identify
 suitable acquisition candidates or consummate acquisitions on acceptable terms, or at all, which could disrupt our operations and
 adversely impact our business and operating results.

 Increased
 competition for acquisition targets in our industry may affect the availability of acquisition targets, which could adversely affect
 our growth.

 Our
 ability to acquire additional businesses may require us to raise capital through the sale of equity and/or debt securities, which
 we may be unable to do on acceptable terms.

 We
 may be unable to successfully integrate acquisitions, which may adversely impact our operations.

 Acquisitions
 that we complete may have an adverse impact on our results of operations.

 Our
 resources may not be sufficient to manage our expected growth and the failure to properly manage our potential growth would be detrimental
 to our business.

 Our
 business is capital intensive, requiring ongoing cash outlays that may strain or consume our available capital and force us to sell
 assets, incur debt, or sell equity on unfavorable terms.

 We
 currently depend on a limited number of customers for our revenue.

 Our
 operations are subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result
 in significant liabilities.

 Our
 business is subject to operational and safety risks, including the risk of personal injury to employees and others.

 We
 may lose contracts through competitive bidding, early termination or governmental action, or we may have to substantially lower prices
 in order to retain certain contracts, any of which would cause our revenue and our operating margins to decline.

 Efforts
 by labor unions to organize our employees could divert management attention and increase our operating expenses.

 We
 will need to raise additional capital in the future and additional capital may not be available to us on reasonable terms, if at
 all, when or as we require. If we issue additional shares of our common stock or other securities that may be convertible into, or
 exercisable or exchangeable for, our common stock, our existing stockholders would experience further dilution and could trigger
 anti-dilution provisions in outstanding warrants.

 iv

 PART
I

 ITEM
 I.

 Overview

 We
are an integrated provider of non-hazardous solid waste and recycling collection, transportation, transfer and disposal services. We
also provide technology-enabled solutions for food waste processing, including onsite digesters
for food waste, together with cloud-based software tracking and analytics solutions. We currently have the majority of our operations
in Michigan but are looking to expand our presence across the Midwest, Northeast and Southeast regions of the United States.

 Our
principal operating subsidiary, Titan Trucking, LLC ("Titan Trucking"), which is based in Troy, Michigan, 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 located in Michigan. Titan Trucking began non-hazardous waste
collection operations in May 2017 and completed the asset acquisitions of Century Waste, Inc and WTI Global Waste and Recycling
Services, Inc. in June 2022 and December 2022, respectively. Through these companies, we currently operate a fleet of 23 vehicles.
All of Titan Trucking's revenue for the years ended December 31, 2023 and 2022 was derived from the provision of roll-off, rubber
wheel and long-haul tractor trailer services to its customers.

 In
January 2023, Recoup Technologies, Inc. ("Recoup Technologies") was formed to serve as our food waste digester operating
company and acquired technologies and equipment for on-site biological processing of food waste, as well as proprietary real-time
data analytics tools to reduce food waste generation. These proprietary solutions can enable businesses, including restaurants,
hotels and other hospitality venues, cruise ships and educational facilities of all sizes to lower disposal costs while having a
positive impact on the environment. We believe our food processing solutions can reduce the carbon footprint associated with waste
transportation, repurpose non-recyclable plastics, and significantly reduce landfill usage.

 Our
Operating Strategy

 Our
objective is to expand the geographic scope of our operations and to become one of the leading providers of non-hazardous solid waste
management in each market that we serve. Our operating strategy to achieve this objective is to capitalize on the continuing consolidation
of the solid waste management industry by (i) identifying and penetrating new markets and expanding our operations in our existing markets
through tuck-in acquisitions that are combined with existing operations, (ii) increasing profitability by vertically integrating our
operations and achieving economies of scale, and (iii) internalizing greater volumes of disposal waste through the acquisition of strategic
landfills and transfer stations, and (iv) achieving internal growth. We will seek to avoid highly-competitive, large urban markets and
instead target markets in which we can attain high market share either through exclusive contracts, vertical integration or asset positioning.
We will seek to be among the leading providers of waste services in most of our markets. The key components of our operating strategy,
which are tailored to the competitive and regulatory factors that affect our markets, are as follows:

 Expansion
 Through Acquisitions. We have implemented an acquisition program to expand our operations by acquiring solid waste collection,
 transportation, and disposal companies, principally in the Midwest, Northeast and Southeast regions of the United States. The principal
 components of our acquisition strategy are as follows:

 Enter
 New Markets. We will typically seek to enter a new market by acquiring one or several solid waste collection and transportation
 operations where there are sufficient disposal alternatives to ensure competitive disposal pricing. We may also acquire solid waste
 landfills in our targeted new markets with significant currently-permitted capacity and in connection therewith or thereafter acquire
 nearby solid waste collection and transfer station operations so as to secure a captive waste stream for internal disposal into the
 acquired landfill. As we expand, we plan to focus our business in the markets where competition from national service providers is
 limited. We plan to start new market development projects in certain disposal-neutral markets in which we will provide services to
 commercial, industrial and municipal customers relying on superior customer service as our catalyst for growth. We believe this strategic
 focus positions us to acquire significant share within our target markets, maximize customer retention and benefit from a higher
 and more stable pricing environment.

 Expansion
 of Market Share and Services. We plan to direct acquisition efforts towards those markets in which we will be able to provide
 vertically integrated collection and disposal services and/or provide waste collection services in markets with high barriers to
 entry. After our initial entry into a new market, we will seek to expand our market share and services through (i) the acquisition
 of solid waste management businesses and operations that can be integrated with our existing operations without increases in infrastructure
 or that complement our existing services, and (ii) expansion into adjacent markets. Such acquisitions may involve adding collection
 operations, transfer stations, collection routes and landfill capacity that allow us to expand market share and increase asset utilization
 by eliminating duplicate management, administrative and operational functions. Prior to acquisition, we will analyze each prospective
 target for cost savings through the elimination of inefficiencies and excesses that are typically associated with private companies
 competing in fragmented industries.

 Target
 Secondary and Rural Markets. By targeting secondary and rural markets, we believe that we will be able to garner a higher
 local market share than would be attainable in more competitive urban markets, which we believe reduces our exposure to customer
 churn and improves financial returns.

 Increasing
 Productivity and Operating Efficiency. We believe we can reduce the total operating expenses of owned and acquired businesses
 by implementing centralized financial controls, consolidating certain functions performed separately by each business prior to its
 acquisition by us, and consolidating collection routes, equipment, and personnel through tuck-in acquisitions. In addition, we are
 implementing programs to take advantage of certain economies of scale in such areas as the purchase of equipment, vehicles, parts
 and tools, vehicle and equipment maintenance, data processing, financing arrangements, employee benefits, insurance and bonding,
 and communications.

 Provide
 Vertically Integrated Services. In markets where we believe that owning landfills is a strategic advantage to a collection
 operation because of competitive and regulatory factors, we plan to focus on providing integrated services, from collection through
 disposal of solid waste in landfills that we own or operate. After we have acquired a landfill, we will seek to maximize internalization
 of waste we collect, and thereby intend to realize higher margins from our waste operations.

 Pursue
 Exclusive and Municipal Contracts. In markets where waste collection services are provided under exclusive arrangements,
 or where waste disposal is municipally owned or funded or available at multiple sources, we believe that controlling the waste stream
 by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning
 or operating landfills. We intend to devote significant resources to securing municipal contracts. Our management team is well versed
 in bidding for municipal contracts with over 60 years of experience and working knowledge in the solid waste industry and local service
 areas in existing and target markets. We hope to procure and negotiate exclusive municipal contracts, allowing us to maintain stable
 recurring revenue but also providing a significant barrier to entry to our competitors in those markets.

 Internal
 Growth. To generate internal revenue growth, our management and sales and marketing personnel will focus on increasing market
 penetration in our current and adjacent markets, soliciting new customers in markets in which such customers have the option to choose
 a particular waste collection service and marketing upgraded or additional services (such as compaction or automated collection)
 to existing customers. We believe we can achieve internal growth, principally from additional sales into our current markets, by
 providing superior and improved service and through our existing marketing efforts. We also intend to selectively implement price
 increases when competitive advantages and appropriate market conditions exist. As customers are added in existing markets, our revenue
 per routed truck increases, which generally increases our collection efficiencies and profitability. In markets in which we have
 exclusive contracts, franchises and governmental certificates, we expect internal volume growth generally to track population and
 business growth.

 Manage
 on a Decentralized Basis. We will strive to acquire synergistic companies with strong management that can remain with us
 to support future growth and leadership as we will manage our operations on a decentralized basis. This places decision-making authority
 close to the customer, enabling us to identify and address customers' needs quickly in a cost-effective manner. We believe
 that decentralization provides a low-overhead, highly-efficient operational structure that allows us to expand into geographically
 contiguous markets and operate in relatively small communities that larger competitors may not find attractive. We believe that this
 structure gives us a strategic competitive advantage, given the relatively rural nature of many of the markets in which we plan to
 operate, and makes us an attractive buyer to many potential acquisition candidates.

 It
 is expected that each operating location will have a district or site manager who has a high degree of decision-making authority
 for his or her operations and is responsible for maintaining service quality, promoting safety, implementing marketing programs and
 overseeing day-to-day operations, including contract administration. Local managers will also help identify acquisition candidates
 and will be responsible for integrating acquired businesses into our operations and obtaining the permits and other governmental
 approvals required for us to operate.

 Implement
 Operating Standards. We will develop company-wide operating standards, which will be tailored for each of our markets based
 on industry norms and local conditions. We implement cost controls and employee training and safety procedures and establish a sales
 and marketing plan for each market. By internalizing the waste stream of acquired operations, we expect to further increase operating
 efficiencies and improve capital utilization. We plan to use a wide-area information system network, implement financial controls
 and consolidate certain accounting, personnel and customer service functions. While regional and district management operate with
 a high degree of autonomy, our executive officers monitor regional and district operations and require adherence to our accounting,
 purchasing, safety, marketing and internal control policies, particularly with respect to financial matters. Our executive officers
 will regularly review the performance of regional officers, district managers and operations. We believe we can improve the profitability
 of existing and newly-acquired operations by establishing operating standards, closely monitoring performance and streamlining certain
 administrative functions.

 Waste
Industry Overview

 With
an estimated $73.7 billion market share for 2023, the waste collection services industry focuses on collecting hazardous and nonhazardous
waste and recyclable materials. Nonhazardous waste includes municipal solid waste, household waste, and industrial and commercial waste.
The industry also includes the operations of transfer stations where waste is relocated from local vehicles to long-distance vehicles
like long haul trucks or trains for transport to disposal facilities or sorted for further processing. Given the utility-like nature
of trash and recyclable material collection, the industry is highly recession resistant. While it has been immune to technological disruptions,
the ability to leverage new technologies, such as automated and energy-efficient vehicles, represent a new benefit to businesses, which
is expected to continue over the coming years.

the past four decades, our industry has experienced periods of substantial consolidation activity; however, we believe significant fragmentation
remains. We believe that there are two primary factors that lead to consolidation:

 Stringent
 industry regulations have caused operating and capital costs to increase, with many local industry participants finding these costs
 difficult to bear and deciding to either close their operations or sell them to larger operators; and

 Larger
 operators are increasingly pursuing economies of scale by vertically integrating their operations or by utilizing their facility,
 asset and management infrastructure over larger volumes. Accordingly, larger solid waste collection and disposal companies are seeking
 to become more cost-effective and competitive by controlling a larger waste stream and by gaining access to significant financial
 resources to make acquisitions.

 Management
believes that the larger public companies as well as those backed by private equity firms target the larger revenue generating companies
available in their respective markets leaving smaller sellers with less access to acquirers. We will focus on those niche smaller opportunities
where we can take advantage of our entrepreneurial approach.

 Operations

 Through
our subsidiaries, we provide solid waste collection services to approximately 475 industrial and commercial customers in the Metropolitan
Detroit, Michigan area. In the years ended December 31, 2023 and 2022, substantially all of our collection revenue was derived from services
provided to industrial customers. However, it is our intention to increase substantially the revenues we derive in our current business
operations from services provided to commercial customers. We also expect to acquire companies that derive significant revenues from
commercial and residential customers.

 Collection
Services. Collection involves picking up and transporting waste and recyclable materials from where it was generated to a transfer
station, material recovery facility ("MRF") or disposal site. We generally will provide collection services under one of
two types of arrangements:

 For
 commercial and industrial collection services, typically we have, and expect to continue to have, three-year service agreements.
 The fees under the agreements are influenced by factors such as collection frequency, type of collection equipment we furnish, type
 and volume or weight of the waste collected, distance to the disposal facility, labor costs, cost of disposal and general market
 factors. As part of the service, we provide steel containers to most customers to store their solid waste between pick-up dates.
 Containers vary in size and type according to the needs of our customers and the restrictions of their communities. Many are designed
 to be lifted mechanically and either emptied into a truck's compaction hopper or directly into a disposal site. By using these
 containers, we can service most of our commercial and industrial customers with trucks operated by only one employee.

 For
 most residential collection services, we will seek to acquire companies that have a contract with, or a franchise granted by, a municipality,
 homeowners' association or some other regional authority that will give us the exclusive right to service all or portion of
 the homes in an area. These contracts or franchises are typically for periods of three to ten years. We expect that we also will
 provide services under individual monthly subscriptions directly to households. The fees for residential collection are either paid
 by the municipality or authority from their tax revenues or service charges, or are paid directly by the residents receiving the
 service.

 In
our roll off waste collection operations, we supply our customers with waste containers of various sizes of dumpsters that are primarily
used for construction and demolition debris but can also be used for municipal waste and recyclable materials. These containers are designed
so that they can be lifted mechanically on to a collection truck to be transported to a disposal facility. By using these containers,
we can service our customers with trucks operated by a single employee. Roll off collection services are not generally performed under
long-term service agreements but are provided on an "on call" basis. In certain cases, contract terms may apply but tend
to be shorter in length, in some cases having terms of only six months, and may vary according to the customers' underlying projects.
Fees are generally charged in one of two ways: fixed fee per pick up depending on the size of equipment provided, or separate fees for
transportation of the dumpster provided added to the disposal cost for materials deposited in our equipment and disposed of. Disposal
fees can vary depending on type of material and origin of the waste.

 Additionally,
we rent rubber wheel trailers to smaller generators of waste such as homeowners and small commercial contractors. Rubber wheel trailers
are primarily used for clean up debris and in some cases smaller quantities of construction and demolition debris. Rubber wheel trailers
generally cause less trauma to customer property and are more convenient to load or relocate on a customer location. We tow the rubber
wheel trailers with our standard vehicles and transport them with the waste to either a landfill or a transfer station for disposal.
Fees for rubber wheel services are similar to those for roll off collection services.

 Transportation
and Disposal Services. All solid waste management companies must have access to a disposal facility, such as a solid waste landfill.
While landfills are the main depositories for solid waste in North America, the significant capital requirements of developing and operating
a landfill serve as a barrier to landfill ownership, and, thus, we currently utilize third party disposal facilities. It is usually preferable
for our collection operations to use disposal facilities that we own or operate, rather than using third-party disposal facilities, which
generally allows us to realize higher consolidated margins and stronger operating cash flows. The fees charged at disposal facilities,
which are referred to as tipping fees, are based on several factors, including our cost to construct, maintain and close the landfill,
the distance to an alternative disposal facility, the type and weight or volume of solid waste deposited and competition.

 In
many cases where waste generators are not within close proximity to landfills, waste is disposed of at transfer stations. Transfer stations
act as intermediary facilities where smaller quantities of waste can be delivered and consolidated into vehicles capable of transporting
larger quantities of material. Transfer station operators can achieve economies of scale by transporting these larger quantities. Transportation
from transfer stations is normally provided via tractor trailer style vehicles but can also be achieved using alternate transportation
means such as rail or barge. Transfer station operators normally charge a fee for volume delivered to their facility usually measured
in tons or cubic yards. The main costs to transfer station operators is the disposal fee charged by the final disposal facility which
can be a landfill, waste to energy facility, or other licensed disposal facility, together with the cost associated with the transportation
of the material. As transfer station operators are dependent upon transporters to ultimately remove the waste delivered to their facility,
these services are in high demand.

 Recycling
Services. Recycling involves the separation of reusable materials from the waste stream for processing and resale or other
disposition. We not only collect materials from households and businesses in our service areas, we also sell them to manufacturers to
be recycled and sold in the North American market. Demand for recycled materials is generally growing. Several states have recently passed
minimum-recycled-content mandates, and many companies are responding to requirements for recycled content from their own customers and
to meet sustainability targets. While we currently do not own any recycling facilities, as we expand our service offerings, we will seek
to build or acquire such facilities in an effort to attract additional customers and increase our operating margins.

 Food
Waste Digester Services. Through our Recoup Technologies subsidiary, we are a leading provider of an innovative clean technology
that was designed to solve the increasingly-relevant issue of food waste disposal by combining waste disposal equipment with advanced
data analytics. With approximately 2.5 billion tons of food wasted each year and over 97% of such waste being sent to landfills, food
waste is a serious issue that has detrimental environmental and economic implications. Our solution has attracted the attention of leading
corporations and governments around the world as they strive to reduce carbon emissions and measure environmental impact while realizing
a compelling return on investment.

 We
currently market an aerobic digestion technology solution for the disposal of food waste at the point of generation. Our line of Revolution
Series Digesters are self-contained, robotic digestive systems that we believe are as easy to install as a standard dishwasher with no
special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximating the size
of a residential washing machine. The digesters utilize a biological process to convert up to 1,400 pounds of food waste in a 24-hour
period into a liquid that we believe is safe to discharge down an ordinary drain. This process can result in a substantial reduction
in costs for customers including cruise lines, restaurants, retail stores, hospitals, hotel/hospitality companies and governmental units
by eliminating the transportation and logistics costs associated with food waste disposal. We also expect the process to reduce the greenhouse
gases associated with food-waste transportation and decomposition in landfills that have been linked to climate change. We offer our
Revolution Series Digesters in several sizes targeting small- to mid-sized food waste generation sites that are often more economical
than traditional disposal methods. We also offer the microorganisms that are used with the digesters in the biological conversion process.
The microorganisms are typically supplied on a monthly basis and are typically supplied for the life of the digester. Our Revolution
Series Digesters are manufactured and assembled in the United States.

 In
an effort to expand the capabilities of our digesters, we offer a sophisticated Internet of Things ("IoT") technology platform
to provide our customers with transparency into their internal and supply chain waste generation and operational practices. This patented
process collects weight-related data from the digesters to deliver real-time data that provides valuable information that when analyzed,
can improve efficiency, and validate corporate sustainability efforts. We provide our IoT platform through a SaaS ("Software as
a Service") model that is either bundled in our rental agreements or sold through a separate quarterly or annual software license.
We are considering adding new capacity sizes to our line of Revolution Series Digesters to meet customer needs.

 Acquisition
of Standard Waste Services, LLC

 On January
12, 2024, we, through our wholly-owned subsidiary, Titan Trucking, entered into a Membership Interest Purchase Agreement (the "Purchase
Agreement") with Dominic Campo and Sharon Campo (each a "Seller" and collectively, the "Sellers"), and Standard
Waste Services, LLC, a Michigan limited liability company ("Standard"), pursuant to which, and subject to the terms, provisions,
and conditions set forth therein, at the closing of the transactions contemplated by the Purchase Agreement (the "Closing"),
the Sellers will sell to Titan Trucking, and Titan Trucking will purchase from the
Sellers, 100% of the outstanding membership interests of Standard (the "Membership Interests").

 Standard
was founded in 2017 by Dominic Campo to provide contracted commercial roll-off and front-load waste services, including dumpster compactor
rentals, to customers principally in the Southeast Michigan market. Standard currently operates approximately 20 waste collection trucks
servicing approximately 1,000 commercial and industrial customers. With a pipeline of additional pending new customers, Standard is expected
to enable Titan Trucking to advance its commercial front-load segment by securing recurring revenue pursuant to multiyear contracts with
its customers.

 In
connection with the Purchase Agreement, Titan Trucking paid to Sellers a cash deposit in the amount of $652,000 (the "Closing
Deposit") that is not refundable, but will reduce the Cash Consideration (as defined below) if the Closing occurs. In
exchange for the Membership Interests, Titan Trucking will pay the following consideration (the "Purchase Price"): (a)
$10,440,000 in cash (the "Cash Consideration"), less the Closing Deposit; provided, that, at the Closing, $300,000 of
the Cash Consideration will be placed in escrow for the benefit of Titan Trucking to satisfy indemnification obligations of the
Sellers; (b) an amount equal to the aggregate amount paid by Standard for purchases of new trucks and trailers for the period from
June 7, 2023 through the date of the Closing (the "Closing Date") in an amount not to exceed $533,000; (c) 273,684.21
shares of a series of our convertible preferred stock that will convert into 100 shares of common stock per share of convertible
preferred stock, equal to a value of $2,610,000, (the "Investment Shares"); and (d) an additional 60,000 Investment Shares because the Closing did not occur prior to February 2, 2024. In addition, the Purchase Price shall be reduced by the amount of indebtedness
of Standard as of the Closing Date and the amount of any fees and expenses of Standard or the Sellers related to the negotiation and
entry into the Purchase Agreement that are not paid prior to the Closing. The Purchase Price is also subject to adjustment
post-Closing based on the amount of working capital of Standard at the Closing and other adjustments as described in the Purchase
Agreement.

 We
currently expect the Closing to occur in the second quarter of 2024, subject to applicable customary conditions for Closing for each
of Titan Trucking and the Sellers contained in the Purchase Agreement. However, there can be no assurance that the Closing will
occur or that we will acquire the Membership Interests.

 Sales
and Marketing

 We
focus our marketing efforts on increasing and extending business with existing customers, as well as increasing our new customer base.
Our sales and marketing strategy is to provide prompt, high quality, comprehensive solid waste collection to our customers at competitive
prices. We target potential customers of all sizes, from small quantity generators to large companies and municipalities. Because the
waste collection and disposal business is a highly-localized business, most of our marketing activity is local in nature.

 Customers

 We
have a diverse customer base. During the year ended December 31, 2023, our largest customer accounted for approximately 30% of our
revenues. During the year ended December 31, 2022, we had two customers that accounted for 52% and 12% of our revenues,
respectively. No other customer accounted for more than 10% of our revenues in either of those periods. We have no long-term
agreements with any of the customers that accounted for more than 10% of our revenues in any of those periods.

 Competition

 The
U.S. solid waste collection and disposal industry is highly competitive and, even following consolidation, remains fragmented. The industry
requires substantial labor and capital resources which are barriers to entry for some. The industry presently includes large, publicly-held,
national waste companies such as Republic Services, Inc. and Waste Management, Inc.; several regional, publicly-held and privately-owned
companies; and several thousand small, local, privately owned companies. Our existing market and certain of the markets in which we will
likely compete are served by one or more of these large, national companies, as well as by numerous privately-held regional and local
solid waste companies of varying sizes and resources, some of which have accumulated substantial goodwill in their markets. We also compete
with counties, municipalities and solid waste districts that maintain their own waste collection and disposal operations. Public sector
operations may have financial advantages over us because of their access to user fees and similar charges, tax revenues, tax-exempt financing
and the ability to flow-control waste streams to publicly owned disposal facilities.

 We
compete for collection based primarily on geographic location and the price and quality of our services. From time to time, our competitors
may reduce the price of their services in an effort to expand their market share or service areas or to win competitively bid on contracts.
These practices may cause us to reduce the price of our services or, if we elect not to do so, to lose business.

 The
U.S. municipal solid waste services industry has undergone significant consolidation and, as a result of this consolidation, we encounter
competition in our efforts to acquire transfer stations and collection operations. Competition exists not only for collection, transfer
and disposal volume but also for acquisition candidates. We generally compete for acquisition candidates with large, publicly-held waste
management companies, private equity-backed firms as well as numerous privately-held regional and local solid waste companies of varying
sizes and resources. Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire
suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we
do not already serve. Competition in the disposal industry is also affected by the increasing national emphasis on recycling and other
waste reduction programs, which may reduce the volume of waste deposited in landfills.

 Regulation

 Our
business is subject to extensive and evolving federal, state and local environmental, health, safety and transportation laws and regulations.
These laws and regulations are administered by the U.S. Environmental Protection Agency, or EPA, and various other federal, state and
local environmental, zoning, air, water, transportation, land use, health and safety agencies. Many of these agencies regularly inspect
our operations to monitor compliance with these laws and regulations. Governmental agencies have the authority to enforce compliance
with these laws and regulations and to obtain injunctions or impose civil or criminal penalties in cases of violations. We believe that
regulation of the waste industry will continue to evolve, and we will need to adapt to future legal and regulatory requirements to ensure
compliance.

 Our
operations are subject to extensive regulation, principally under the federal statutes described below.

 The
Occupational Safety and Health Act of 1970, as amended, or OSHA. OSHA establishes certain employer responsibilities, including
maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated
by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various standards,
including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.

 Flow
Control/Interstate Waste Restrictions. Certain permits and approvals, as well as certain state and local regulations,
may limit a landfill or transfer station to accepting waste that originates from specified geographic areas, restrict the importation
of out-of-state waste or wastes originating outside the local jurisdiction or otherwise discriminate against non-local waste. From time
to time, federal legislation is proposed that would allow some local flow control restrictions. Although no such federal legislation
has been enacted to date, if such federal legislation should be enacted in the future, states in which we use landfills could limit or
prohibit the importation of out-of-state waste or direct that wastes be handled at specified facilities. These restrictions could also
result in higher disposal costs for our collection operations. If we were unable to pass such higher costs through to our customers,
our business, financial condition and operating results could be adversely affected.

 State
and Local Regulation. Each state in which we now operate or may operate in the future has laws and regulations governing
the generation, storage, treatment, handling, transportation and disposal of solid waste, occupational safety and health, water and air
pollution and, in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of landfills and transfer
stations. State and local permits and approval for these operations may be required and may be subject to periodic renewal, modification
or revocation by the issuing agencies. In addition, many states have adopted statutes comparable to, and in some cases more stringent
than, the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA. These statutes impose requirements for investigation
and cleanup of contaminated sites and liability for costs and damages associated with such sites, and some provide for the imposition
of liens on property owned by responsible parties. Furthermore, many municipalities also have ordinances, local laws and regulations
affecting our operations. These include zoning and health measures that limit solid waste management activities to specified sites or
activities, flow control provisions that direct or restrict the delivery of solid wastes to specific facilities, laws that grant the
right to establish franchises for collection services and then put such franchises out for bid and bans or other restrictions on the
movement of solid wastes into a municipality.

 Certain
state and local jurisdictions may also seek to enforce flow control restrictions through local legislation or contractually. In certain
cases, we may elect not to challenge such restrictions. These restrictions could reduce the volume of waste going to landfills in certain
areas, which may adversely affect our ability to operate our landfills at their full capacity and/or reduce the prices that we can charge
for landfill disposal services. These restrictions may also result in higher disposal costs for our collection operations. If we were
unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely
affected.

 There
has been an increasing trend at the state and local level to mandate and encourage waste reduction and recycling and to prohibit or restrict
the disposal in landfills of certain types of solid wastes, such as construction and demolition debris, yard wastes, food waste, beverage
containers, unshredded tires, lead-acid batteries, paper, cardboard and household appliances.

 Many
states and local jurisdictions have enacted "bad boy" laws that allow the agencies that have jurisdiction over waste services
contracts or permits to deny or revoke these contracts or permits based on the applicant's or permit holder's compliance
history. Some states and local jurisdictions go further and consider the compliance history of the parent, subsidiaries or affiliated
companies, in addition to that of the applicant or permit holder. These laws authorize the agencies to make determinations of an applicant's
or permit holder's fitness to be awarded a contract to operate and to deny or revoke a contract or permit because of unfitness
unless there is a showing that the applicant or permit holder has been rehabilitated through the adoption of various operating policies
and procedures put in place to assure future compliance with applicable laws and regulations.

 Some
state and local authorities enforce certain federal laws in addition to state and local laws and regulations. For example, in some states,
the Resource Conservation and Recovery Act, or RCRA, OSHA, parts of the Clean Air Act and parts of the Clean Water Act are enforced by
local or state authorities instead of the EPA, and in some states those laws are enforced jointly by state or local and federal authorities.

 Public
Utility Regulation. In many states, public authorities regulate the rates that landfill operators may charge.

 Seasonality

 Based
on our industry and our historic trends, we expect our operations to vary seasonally. Typically, revenue will be highest in the second
and third calendar quarters and lowest in the first and fourth calendar quarters. These seasonal variations result in fluctuations in
waste volumes due to weather conditions and general economic activity. We also expect that our operating expenses may be higher during
the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational
costs.

 Employees

 As
of December 31, 2023, we had approximately 39 full-time employees, of whom 23 were employed in collection, transfer and disposal operations,
12 in clerical, administrative and sales positions and four in management. None of our employees is represented by a labor union. We
have not experienced any work stoppages and we believe that our relations with our employees are good.

 The
safety of our employees and customers is extremely important to us and we have a strong track record of safety and environmental compliance.
We constantly review and assess our policies practices and procedures in order to create a safer work environment for our employees and
to reduce the frequency of workplace injuries.

 ITEM
 1A.

 Risk
 Factors

 Investing
in our securities involves a high degree of risk. You should carefully consider the following information about these risks, together
with the other information appearing elsewhere in this report, including our financial statements, the notes thereto and the section
entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," before deciding to
invest in our securities. The occurrence of any of the following risks could have a material and adverse effect on our business, reputation,
financial condition, results of operations and future growth prospects, as well as our ability to accomplish our strategic objectives.
As a result, the trading price of our securities could decline, and you could lose all or part of your investment. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and stock price.

 Risks
Related to Our Finances and Business Plan

 Since
our recent transition to an environmental solutions company in January 2023, we lack an established operating history on which to evaluate
our consolidated business and determine if we will be able to execute our business plan, and we can give no assurance that our operations
will result in profits.

 While
we have conducted business operations since 2017, we commenced the transition to an environmental solutions company in January 2023
and consummated the acquisition of our Titan Trucking subsidiary and its various lines of business in May 2023. As a result, we have
a limited operating history as a consolidated company upon which you may evaluate our business and prospects. Our business
operations are subject to numerous risks, uncertainties, expenses and difficulties associated with early stage enterprises. You
should consider an investment in our company in light of these risks, uncertainties, expenses and difficulties. Such risks
include:

 the
 absence of an operating history in our current line of business and at our current scale;

 our
 ability to raise capital to develop our business and fund our operations;

 expected
 continual losses for the foreseeable future;

 our
 ability to anticipate and adapt to developing markets;

 acceptance
 by customers;

 limited
 marketing experience;

 competition
 from competitors with substantially greater financial resources and assets;

 the
 ability to identify, attract and retain qualified personnel;

 our
 ability to provide superior customer service; and

 reliance
 on key personnel.

we are subject to these risks, and the other risks discussed below, you may have a difficult time evaluating our business and your investment
in our company.

 We
have had a history of losses and may incur future losses, which may prevent us from attaining profitability.

 We
have incurred significant net losses since inception. Our net loss was approximately $149.0 million (of which $142.5 million related to non-cash transactions, including $5.6
million in stock-based compensation, $20.4 million in goodwill impairment, and $116.6 million in loss on extinguishment and issuance of
share rights) and $0.7 million for the years
ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated deficit of approximately $150.0
million. We may continue to incur significant losses in the future for a number of reasons, including unforeseen expenses,
difficulties, complications, delays, and other unknown events.

 We
anticipate that our operating expenses will increase substantially in the foreseeable future as we undertake the acquisition and integration
of additional entities and businesses, incur expenses associated with maintaining compliance as a public company, and increase marketing
and sales efforts to increase our customer base. These increased expenditures may make it more difficult to achieve and maintain profitability.
In addition, our efforts to grow our business may be more expensive than we expect, and we may not be able to generate sufficient revenue
to offset increased operating expenses. If we are required to reduce our expenses, our growth strategy could be materially affected.
We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do,
we may not be able to maintain or increase our level of profitability.

 Accordingly,
we cannot assure you that we will achieve sustainable operating profits as we continue to expand our markets, service offerings and infrastructure,
further develop our marketing efforts, and otherwise implement our growth initiatives. Any failure to achieve and maintain profitability
would have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition.

 If
we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing,
our then-existing shareholders may suffer substantial dilution.

 As
we take steps to grow our business through additional acquisitions, by entering into new markets or by expanding our service
offerings, or as we respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate
that if our cash are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing
operations and to continue our expansion strategies. We do not have any contracts or commitments for additional funding, and there
can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to
obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. If we are
unable to obtain additional financing to finance a revised growth plan, we will likely be required to curtail such plans or cease
our business operations in one or more markets. Any additional equity financing may involve substantial dilution to our then
existing shareholders.

 Raising
capital in the future could cause dilution to our existing shareholders and may restrict our operations or require us to relinquish rights.

 In
the future, we may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations
and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt
securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect
your rights as a shareholder. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements
that include covenants limiting or restricting our ability to take specific actions such as incurring debt, making capital expenditures
or declaring dividends. If we raise additional funds through collaboration or strategic alliance arrangements with third parties, we
may have to relinquish valuable rights to our future revenue streams or product candidates on terms that are not favorable to us.

 If we do not obtain adequate capital funding or improve our financial performance, we may not be able
to continue as a going concern.

 We
have incurred a net loss in each year since our inception and expect to incur losses in future periods as we continue to acquire additional
waste management companies and increase our expenses in order to grow our business. These factors raise substantial doubt about our ability
to continue as a going concern. If we are unable to obtain adequate funding or if we are unable to grow our revenue substantially to
achieve and sustain profitability, we may not be able to continue as a going concern. The report of our independent registered public
accounting firm for the year ended December 31, 2023 included herein contains an explanatory paragraph indicating that there is substantial
doubt as to our ability to continue as a going concern as a result of recurring losses from operations.

 If
we are unable to raise additional capital when required or on acceptable terms, we may be required to significantly delay, scale back
or restrict our operations and our acquisition program or obtain funds by entering into agreements on unattractive terms, which would
likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business
relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be
required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their
investment in us. In addition, our ability to achieve profitability or to respond to competitive pressures would be significantly limited.

 The
amount and timing of our future funding requirements depends on many factors, including

 the
 timing and cost of potential future acquisitions;

 integration
 of the businesses that we have acquired or may acquire in the future; and

 the
 hiring of additional management and other personnel as we continue to grow.

 We
cannot be certain that additional funding will be available on acceptable terms, or at all. In addition, we have in the past and may
in the future be restricted or limited by the terms of the credit facilities governing our indebtedness on our ability to enter into
additional indebtedness and any future debt financing based upon covenants that restrict our operations, including limitations on our
ability to incur liens or additional debt, pay dividends, redeem our stock, make certain investments and engage in certain merger, consolidation
or asset sale transactions.

 We
have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations.
Contractual or legal restrictions applicable to our subsidiaries could limit payments or distributions from them.

 We
are a holding company and derive all of our operating income from, and hold substantially all of our assets through, our subsidiaries.
The effect of this structure is that we will depend on the earnings of our subsidiaries, and the payment or other distributions to us
of these earnings, to meet our obligations and make capital expenditures. Provisions of U.S. corporate and tax law, like those requiring
that dividends are paid only out of surplus, and provisions of any future indebtedness may limit the ability of our subsidiaries to make
payments or other distributions to us. Additionally, in the event of the liquidation, dissolution or winding up of any of our subsidiaries,
creditors of that subsidiary (including trade creditors) will generally be entitled to payment from the assets of that subsidiary before
those assets can be distributed to us.

 Substantially
all of our assets are pledged to Michaelson under the Michaelson Note, a default under which could cause or liquidation. Additionally,
the terms of the Michaelson Note place restrictions on our operating and financial flexibility. If we raise additional capital through
debt financing, the terms of any new debt could further restrict our ability to operate our business.

 On
January 5, 2023, we completed the acquisition of our digester assets, and as part of the consideration we paid for such assets, we assumed
the obligations of the seller under a secured loan agreement (the "Loan Agreement") with Michaelson Capital Special Finance
Fund II, L.P. ("Michaelson") and the Secured Promissory Note in the then-outstanding amount of $3,017,090 (the "Michaelson
Note") issued to Michaelson thereunder. The Michaelson Note had an original maturity date of December 31, 2023, which in December
2023 was extended to March 31, 2024. We failed to pay the balance on March 31, 2024, but in April 2024, we
agreed to extend the term of the Michaelson Note until June 30, 2024, and received a forbearance on all other defaults until May 1, 2024. Substantially all of our assets are pledged as collateral
for outstanding borrowings under the Michaelson Note and our other obligations under the Loan Agreement. The Loan Agreement contains
usual and customary restrictive covenants that, among other things, limit our ability to incur additional indebtedness, pay cash dividends
or repurchase our stock, and merge or consolidate with another entity. These covenants could cause us to be unable to pursue business
opportunities that we or our stockholders may consider beneficial. Upon an event of default under the Michaelson Note, including our
failure to pay all outstanding amounts under the Michaelson Note on the maturity date, Michaelson may accelerate all of our repayment
obligations and foreclose on our pledged assets, which could require us to renegotiate the Loan Agreement on terms less favorable to
us or to immediately cease operations. Further, if our assets are liquidated upon foreclosure, Michaelson's right to repayment
would be senior to the rights of the holders of our capital stock to receive any proceeds from the liquidation. If we raise any additional debt financing, the terms of such additional debt could further restrict our operating
and financial flexibility.

 Our lack of an independent audit committee and
audit committee financial expert at this time may hinder our board of directors' effectiveness in monitoring our compliance with
its disclosure and accounting obligations. Until we establish such committee, we will be unable to obtain a listing on a national securities
exchange.

 Although our common stock is not
listed on any national securities exchange, for purposes of independence we use the definition of independence applied by the NYSE American.
Currently, we have no independent audit committee. Our board of directors functions as our audit committee and is comprised of five directors.
An independent audit committee would play a crucial role in the corporate governance process, assessing our processes relating to our
risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an
independent audit committee may deprive us of management's independent judgment. We may, however, have difficulty attracting and
retaining independent directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors,
the management of our business could be compromised. An independent audit committee is required for listing on any national securities
exchange. Therefore, until such time as we meet the audit committee independence requirements of a national securities exchange, we will
be ineligible for listing on any national securities exchange.

 Our board of directors acts as our compensation
committee, which presents the risk that compensation and benefits paid to those executive officers who are board members and other officers
may not be commensurate with our financial performance.

 A compensation committee consisting
of independent directors is a safeguard against self-dealing by company executives. Our board of directors, which has no independent members,
acts as the compensation committee for our company and determines the compensation and benefits of our executive officers, administers
our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an
independent compensation committee presents the risk that an executive officer on the board may have influence over his or her personal
compensation and benefit levels that may not be commensurate with our financial performance or the market place.

 Risks
Related to Our Acquisition Strategy

 We
have made and expect to continue to make acquisitions as a primary component of our growth strategy. We may not be able to identify suitable
acquisition candidates or consummate acquisitions on acceptable terms, or at all, which could disrupt our operations and adversely impact
our business and operating results.

 A
primary component of our growth strategy has been to acquire complementary businesses to grow our company. As a result, our rate of future
growth and profitability is largely dependent on our ability to identify and acquire additional solid waste collection, transportation,
and disposal businesses. We intend to continue to pursue acquisitions of complementary businesses, technologies and products to expand
our operations and customer base and provide access to new markets and increase benefits of scale. This strategy involves risks inherent
in assessing the values, strengths, weaknesses, risks, and profitability of acquisition candidates, including adverse short-term effects
on our reported operating results, diversion of management's attention, dependence on retaining, hiring and training key personnel,
and risks associated with unanticipated problems or latent liabilities. Acquisitions also involve certain known and unknown risks that
could cause our actual growth or operating results to differ from our expectations. For example:

 we
 may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms;

 we
 may pursue international acquisitions, which inherently pose more risks than domestic acquisitions;

 we
 compete with others to acquire complementary products, technologies and businesses, which may result in decreased availability of,
 or increased price for, suitable acquisition candidates;

 we
 may not be able to obtain the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions;
 and

 we
 may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.

 Increased
competition for acquisition targets in our industry may affect the availability of acquisition targets, which could adversely affect
our growth.

 Increased
competition for acquisition candidates may result in fewer acquisition opportunities being made available to us as well as less advantageous
acquisition terms, which may increase acquisition costs to levels that are beyond our financial capability or that may have an adverse
effect on our business and results of operations. Accordingly, no assurance can be given as to the number or timing of our acquisitions
or as to the availability of financing necessary to complete an acquisition. We also believe that a significant factor in our ability
to consummate acquisitions will be the attractiveness of our common stock as an investment to potential acquisition candidates. Such
attractiveness may, in large part, be dependent upon the market price and capital appreciation prospects of our common stock compared
to the equity securities of our competitors. Many of our competitors for acquisitions are larger, more established companies with significantly
greater capital resources than us and whose equity securities may be more attractive than our common stock. To the extent our common
stock is less attractive to acquisition candidates, our acquisition program may be adversely affected.

 Our
ability to acquire additional businesses may require us to raise capital through the sale of equity and/or debt securities, which we
may be unable to do on acceptable terms.

 The
timing, size and success of our acquisition efforts and the associated capital commitments cannot be readily predicted. We intend to
use our common stock, cash, debt and borrowings under our credit facility, if necessary, as consideration for future acquisitions of
companies. The issuance of additional common stock in connection with future acquisitions may be dilutive to holders of outstanding
shares of common stock. In addition, if our common stock does not maintain a sufficient market value or
potential acquisition candidates are unwilling to accept common stock as part of the consideration for the sale of their businesses,
we may be required to use more of our cash resources, including obtaining additional capital through debt financing. However, there
can be no assurance that we will be able to obtain financing if and when it is needed or that it will be available on terms that we
deem acceptable. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or
eliminate some or all of our research and development programs or commercialization efforts. As a result, we may be unable to pursue
our acquisition strategy successfully, which may prevent us from achieving our growth objectives.

 We
may be unable to successfully integrate acquisitions, which may adversely impact our operations.

 Acquired
businesses, technologies or products may not perform as we expect and we may fail to realize anticipated revenue and profits. In addition,
our acquisition strategy may divert management's attention away from our existing business, resulting in the loss of key customers
or employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor for undisclosed or
contingent liabilities of acquired businesses or assets.

 If
we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies
or fail to recognize incompatibilities or other obstacles to successful integration. Our inability to successfully integrate future acquisitions
could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations. The integration
process may disrupt our business and, if new businesses, technologies or products are not integrated or implemented effectively, may
preclude the realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration
of new technologies, products or businesses may result in unanticipated problems, expenses, liabilities and competitive responses. The
difficulties integrating an acquisition include, among other things:

 issues
 in integrating the target company's technologies, products or businesses with ours;

 incompatibility
 of marketing and administration methods;

 maintaining
 employee morale and retaining key employees;

 integrating
 the cultures of our companies;

 preserving
 important strategic customer relationships;

 consolidating
 corporate and administrative infrastructures and eliminating duplicative operations; and

 coordinating
 and integrating geographically separate organizations.

 In
addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition,
including the synergies, cost savings or growth opportunities, that we expect. These benefits may not be achieved within the anticipated
time frame, or at all.

 Acquisitions
that we complete may have an adverse impact on our results of operations.

 Acquisitions
may cause us to:

 issue
 common stock that would dilute our current stockholders' ownership percentage;

 use
 a substantial portion of our cash resources;

 increase
 our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

 assume
 liabilities for which we do not have indemnification from the former owners; further, indemnification obligations may be subject
 to dispute or concerns regarding the creditworthiness of the former owners;

 record
 goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;

 experience
 volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;

 incur
 amortization expenses related to certain intangible assets;

 lose
 existing or potential contracts as a result of conflict-of-interest issues;

 become
 subject to adverse tax consequences or deferred compensation charges;

 incur
 large and immediate write-offs; or

 become
 subject to litigation.

 The
occurrence of any or all of the above risks could materially and adversely affect our business, operating results and financial condition.

 We
may be subject to claims arising from the operations of our various businesses for periods prior to the dates we acquired them.

 We
may be subject to claims or liabilities arising from the ownership or operation of acquired businesses for the periods prior to our acquisition
of them, including environmental, warranty, workers' compensation and other employee-related and other liabilities and claims not
covered by insurance. These claims or liabilities could be significant. Our ability to seek indemnification from the former owners of
our acquired businesses for these claims or liabilities may be limited by various factors, including the specific time, monetary or other
limitations contained in the respective acquisition agreements and the financial ability of the former owners to satisfy our indemnification
claims. In addition, insurance companies may be unwilling to cover claims that have arisen from acquired businesses or locations, or
claims may exceed the coverage limits that our acquired businesses had in effect prior to the date of acquisition. If we are unable to
successfully obtain insurance coverage of third-party claims or enforce our indemnification rights against the former owners, or if the
former owners are unable to satisfy their obligations for any reason, including because of their current financial position, we could
be held liable for the costs or obligations associated with such claims or liabilities, which could adversely affect our financial condition
and results of operations.

 Our
resources may not be sufficient to manage our expected growth and the failure to properly manage our potential growth would be detrimental
to our business.

 We
may fail to adequately manage our anticipated future growth. Any growth in our operations will place a significant strain on our administrative,
financial and operational resources and increase demands on our management and on our operational and administrative systems, controls
and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our
operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy.
As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and
manage our employee base, and maintain close coordination among our technical, accounting, finance, marketing and sales. We cannot guarantee
that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff
and systems. There may be greater strain on our systems as we acquire new businesses, requiring us to devote significant management time
and expense to the ongoing integration and alignment of management, systems, controls and marketing. If we are unable to manage growth
effectively, such as if our sales and marketing efforts exceed our capacity to design and produce our products and services or if new
employees are unable to achieve performance levels, our business, operating results and financial condition could be materially and adversely
affected.

 Risks
Related to our Business and Industry

 We
are subject to environmental and safety laws that restrict our operations and increase our costs.

 We
are subject to extensive federal, state and local laws and regulations relating to environmental protection and occupational safety and
health. These include, among other things, laws and regulations governing the use, treatment, storage and disposal of wastes and materials,
air quality, water quality and the remediation of contamination associated with the release of hazardous substances. Our compliance with
existing regulatory requirements is costly, and continued changes in these regulations could increase our compliance costs. Government
laws and regulations often require us to enhance or replace our equipment. We are required to obtain and maintain permits that are subject
to strict regulatory requirements and are difficult and costly to obtain and maintain. We may be unable to implement price increases
sufficient to offset the cost of complying with these laws and regulations. In addition, regulatory changes could accelerate or increase
expenditures for closure and post-closure monitoring at solid waste facilities and obligate us to spend sums over the amounts that we
have accrued. In order to develop, expand or operate a landfill or other waste management facility, we must have various facility permits
and other governmental approvals, including those relating to zoning, environmental protection and land use. The permits and approvals
are often difficult, time consuming and costly to obtain and could contain conditions that limit our operations.

 We
may become subject to environmental clean-up costs or litigation that could curtail our business operations and materially decrease our
earnings.

 The
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or CERCLA, and analogous state laws provide
for the remediation of contaminated facilities and impose strict joint and several liability for remediation costs on current and former
owners or operators of a facility at which there has been a release or a threatened release of a hazardous substance. This liability
is also imposed on persons who arrange for the disposal of and who transport such substances to the facility. Hundreds of substances
are defined as hazardous under CERCLA and their presence, even in small amounts, can result in substantial liability. The expense of
conducting a cleanup can be significant. Notwithstanding our efforts to comply with applicable regulations and to avoid transporting
and receiving hazardous substances, we may have liability because these substances may be present in waste collected by us. The actual
costs for these liabilities could be significantly greater than the amounts that we might be required to accrue on our financial statements
from time to time.

 In
addition to the costs of complying with environmental regulations, we may incur costs to defend against litigation brought by government
agencies and private parties. As a result, we may be required to pay fines or our permits and licenses may be modified or revoked. We
may in the future be a defendant in lawsuits brought by governmental agencies and private parties who assert claims alleging environmental
damage, personal injury, property damage and/or violations of permits and licenses by us. A significant judgment against us, the loss
of a significant permit or license or the imposition of a significant fine could curtail our business operations and may decrease our
earnings.

 Our
business is capital intensive, requiring ongoing cash outlays that may strain or consume our available capital and force us to sell assets,
incur debt, or sell equity on unfavorable terms.

 Our
ability to remain competitive, grow and maintain our operations largely depends on our cash flow from operations and access to capital.
Maintaining our existing operations and expanding them through internal growth or acquisitions requires large capital expenditures. As
we undertake more acquisitions and further expand our operations, the amount we expend on capital will increase. These increases in expenditures
may result in lower levels of working capital or require us to finance working capital deficits. We intend to continue to fund our cash
needs through cash flow from operations, equity and debt financings and borrowings under our credit facility, if necessary. However,
we may require additional equity or debt financing to fund our growth.

 We
do not have complete control over our future performance because it is subject to general economic, political, financial, competitive,
legislative, regulatory and other factors. It is possible that our business may not generate sufficient cash flow from operations, and
we may not otherwise have the capital resources, to allow us to make necessary capital expenditures. If this occurs, we may have to sell
assets, restructure our debt or obtain additional equity capital, which could be dilutive to our stockholders. We may not be able to
take any of the foregoing actions, and we may not be able to do so on terms favorable to us or our stockholders.

 Our
business operations are currently concentrated in the State of Michigan and such geographic concentration of our business could adversely
affect our business and financial condition.

 Our
business operations and customers are located in Michigan, and we expect to focus our operations on the Midwestern U.S. for at least
the foreseeable future. During the year ended December 31, 2023, approximately 84% of our total annualized revenues were derived from
customers located in Michigan. Therefore, our business, financial condition and results of operations are susceptible to downturns in
the general economy in the Midwestern U.S., particularly in Michigan, and other factors affecting the region, such as state regulations
affecting the solid waste services industry and severe weather conditions. In addition, the costs and time involved in permitting, and
the scarcity of, available landfills in the Midwestern U.S. could make it difficult for us to expand vertically in those markets. There
can be no assurance that we will complete a sufficient number of acquisitions in other markets to lessen our geographic concentration.

 We
currently depend on a limited number of customers for our revenue.

the year ended December 31, 2023, one customer accounted for approximately 30% of total revenues generated and during the year ended
December 31, 2022, two customers accounted for approximately 52% and 12%, respectively, of total revenues generated. We have no long-term agreements with any of the
customers that accounted for more than 10% of our revenues in any of those periods.

we depend on these customers for a significant percentage of our revenue, a loss of one or more of these customers could materially adversely
affect our business and financial condition. If these principal customers cease using our services, our business could be materially
adversely affected.

 Governmental
authorities may enact climate change regulations that could increase our costs to operate.

 Environmental
advocacy groups and regulatory agencies in the United States have been focusing considerable attention on the emissions of greenhouse
gases and their potential role in climate change. Congress has considered recent proposed legislation directed at reducing greenhouse
gas emissions and President Biden has indicated his support of legislation aimed at reducing greenhouse gases. The U.S. Environmental
Protection Agency (the "EPA") has proposed rules to regulate greenhouse gases, regional initiatives have formed to control
greenhouse gases and certain of the states in which we operate are contemplating air pollution control regulations that are more stringent
than existing and proposed federal regulations, in particular the regulation of emissions of greenhouse gases. The adoption of laws and
regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely affect our collection
operations. Changing environmental regulations could require us to take any number of actions, including the purchase of emission allowances
or installation of additional pollution control technology, and could make some operations less profitable, which could adversely affect
our results of operations.

 Our
operations are subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result in
significant liabilities.

 We
risk incurring significant environmental liabilities in connection with our use, treatment, storage, transfer and disposal of waste materials.
Under applicable environmental laws and regulations, we could be liable if our operations are found to cause environmental damage to
our properties or to the property of other landowners, particularly as a result of the contamination of air, drinking water or soil.
Under current law, we could also be held liable for damage caused by conditions that existed before we acquired the assets or operations
involved. This risk is of particular concern as we execute our growth strategy, partially though acquisitions, because we may be unsuccessful
in identifying and assessing potential liabilities during our due diligence investigations. Further, the counterparties in such transactions
may be unable to perform their indemnification obligations owed to us. Additionally, we could be liable if we arrange for the transportation,
disposal or treatment of hazardous substances that cause environmental contamination, or if a predecessor owner made such arrangements
and, under applicable law, we are treated as a successor to the prior owner. Any substantial liability for environmental damage could
have a material adverse effect on our financial condition, results of operations and cash flows.

 Our
business is subject to operational and safety risks, including the risk of personal injury to employees and others.

 Providing
environmental and waste management services involves risks such as vehicular accidents and equipment defects, malfunctions and failures.
Additionally, there are risks associated with waste mass instability and releases of hazardous materials or odors. There may also be
risks presented by the potential for subsurface chemical reactions causing elevated landfill temperatures and increased production of
leachate, landfill gas and odors. Any of these risks could potentially result in injury or death of employees and others, a need to shut
down or reduce operation of facilities, increased operating expense and exposure to liability for pollution and other environmental damage,
and property damage or destruction.

 While
we seek to minimize our exposure to such risks through comprehensive training, compliance and response and recovery programs, as well
as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance, our
business, results of operations and financial condition could be adversely affected. Any such incidents could also adversely impact our
reputation and reduce the value of our brand. Additionally, a major operational failure, even if suffered by a competitor, may bring
enhanced scrutiny and regulation of our industry, with a corresponding increase in operating expense.

 Increases
in the costs of fuel may reduce our operating margins.

 The
price and supply of fuel needed to run our collection vehicles is unpredictable and fluctuates based on events outside our control, including
geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries (OPEC) and
other oil and gas producers, war and unrest in oil producing countries, regional production patterns and environmental concerns. Any
significant price escalations or reductions in the supply could increase our operating expenses or interrupt or curtail our operations.
Failure to offset all or a portion of any increased fuel costs through increased fees or charges would reduce our operating margins.

 Increases
in the costs of disposal may reduce our operating margins.

 Historically,
we have disposed of all of the waste that we collected in landfills operated by third parties under informal arrangements or without
long-term contracts. If these third parties increase their disposal fees and we are unable to pass along the increase to our customers,
our operating margins would be adversely impacted. In addition, if these third parties discontinue their arrangements with us and we
are unable to locate alternative disposal sites, our business and results of operations would be materially adversely affected.

 Increases
in the costs of labor may reduce our operating margins.

 We
compete with other businesses in our markets for qualified employees. A shortage of qualified employees would require us to enhance our
wage and benefits packages to compete more effectively for employees or to hire more expensive temporary employees. Labor is our second
largest operating cost, and even relatively small increases in labor costs per employee could materially affect our cost structure. Failure
to attract and retain qualified employees, to control our labor costs, or to recover any increased labor costs through increased prices
we charge for our services or otherwise offset such increases with cost savings in other areas may reduce our operating margins.

 Increases
in costs of insurance may reduce our operating margins.

 One
of our largest operating costs is maintaining insurance coverage, including general liability, automobile physical damage and liability,
property, employment practices, pollution, directors and officers, fiduciary, workers' compensation and employer's liability
coverage, as well as umbrella liability policies to provide excess coverage over the underlying limits contained in our primary general
liability, automobile liability and employer's liability policies. Changes in our operating experience, such as an increase in
accidents or lawsuits or a catastrophic loss, could cause our insurance costs to increase significantly or could cause us to be unable
to obtain certain insurance. Increases in insurance costs would reduce our operating margins. Changes in our industry and perceived risks
in our business could have a similar effect.

 We
may not be able to maintain sufficient insurance coverage to cover the risks associated with our operations, which could result in uninsured
losses that would adversely affect our financial condition.

 Integrated
non-hazardous waste companies are exposed to a variety of risks that are typically covered by insurance arrangements. However, we may
not be able to maintain sufficient insurance coverage to cover the risks associated with our operations for a variety of reasons. Increases
in insurance costs and changes in the insurance markets may, given our resources, limit the coverage that we are able to maintain or
prevent us from insuring against certain risks. Large or unexpected losses may exceed our policy limits, adversely affecting our results
of operations, and may result in the termination or limitation of coverage, exposing us to uninsured losses, thereby adversely affecting
our financial condition.

 Our
failure to remain competitive with our numerous competitors, many of whom have greater resources than we do, could adversely affect our
ability to retain existing customers and obtain future business.

our industry is highly competitive, we compete with large companies and municipalities, many of whom have greater financial and operational
resources than we do. The non-hazardous solid waste collection and disposal industry includes large national, publicly-traded waste management
companies; regional, publicly-held and privately-owned companies; and numerous small, local, privately-owned companies. Additionally,
many counties and municipalities operate their own waste collection and disposal facilities and have competitive advantages not available
to private enterprises. If we are unable to successfully compete against our competitors, our ability to retain existing customers and
obtain future business could be adversely affected.

 We
may lose contracts through competitive bidding, early termination or governmental action, or we may have to substantially lower prices
in order to retain certain contracts, any of which would cause our revenue and our operating margins to decline.

 We
are parties to contracts with municipalities and other associations and agencies. Many of these contracts are or will be subject to competitive
bidding. We may not be the successful bidder, or we may have to substantially lower prices in order to be the successful bidder. In addition,
some of our customers may terminate their contracts with us before the end of the contract term. If we were not able to replace revenue
from contracts lost through competitive bidding or early termination or from lowering prices or from the renegotiation of existing contracts
with other revenue within a reasonable time period, our revenue could decline.

 Efforts
by labor unions to organize our employees could divert management attention and increase our operating expenses.

 We
do not have any union representation in our operations. Groups of employees may seek union representation in the future, and the negotiation
of collective bargaining agreements could divert management attention and result in increased operating expenses and lower net income.
If we are unable to negotiate acceptable collective bargaining agreements, we might have to wait through "cooling off" periods,
which are often followed by union-initiated work stoppages, including strikes. Depending on the type and duration of these work stoppages,
our operating expenses could increase significantly.

 Poor
decisions by our regional and local managers could result in the loss of customers or an increase in costs, or adversely affect our ability
to obtain future business.

 We
manage our operations on a decentralized basis. Therefore, regional and local managers have the authority to make many decisions concerning
their operations without obtaining prior approval from our executive officers. Poor decisions by regional or local managers could result
in the loss of customers or an increase in costs, or adversely affect our ability to obtain future business.

 We
are vulnerable to factors affecting our local markets, which could adversely affect our stock price relative to our competitors.

the non-hazardous waste business is local in nature, our business in one or more regions or local markets may be adversely affected by
events and economic conditions relating to those regions or markets even if the other regions of the country are not affected. As a result,
our financial performance may not compare favorably to our competitors with operations in other regions, and our stock price could be
adversely affected by our inability to compete effectively with our competitors.

 Seasonal
fluctuations will cause our business and results of operations to vary among quarters, which could adversely affect our stock price.

 Based
on historic trends experienced by the businesses we have acquired, we expect our operating results to vary seasonally, with revenue typically
lowest in the first quarter, higher in the second and third quarters, and again lower in the fourth quarter. Our operating revenues tend
to be somewhat higher in the summer months, primarily due to the higher construction and demolition waste volumes. This seasonality also
generally reflects the lower volume of waste during the winter months. Adverse weather conditions negatively affect waste collection
productivity, resulting in higher labor and operational costs. The general increase in precipitation during the winter months increases
the weight of collected waste, resulting in higher disposal costs, as costs are often calculated on a per ton basis. Because of these
factors, we expect operating income to be generally lower in the winter months. As a result, our operating results may be negatively
affected by these variations. Additionally, severe weather during any time of the year can negatively affect the costs of collection
and disposal and may cause temporary suspensions of our collection services. Long periods of inclement weather may interfere with collection
operations and reduce the volume of waste generated by our customers. Any of these conditions can adversely affect our business and results
of operations, which could negatively affect our stock price.

 We
are dependent on our management team and development and operations personnel, and the loss of one or more key employees or groups could
harm our business and prevent us from implementing our business plan in a timely manner.

 Our
success depends substantially upon the continued services of our executive officers and other key members of management, particularly
our chief executive officer, Mr. Glen Miller, and our chief operating officer, Mr. Jeffrey Rizzo. From time to time, there may be changes
in our executive management team resulting from the hiring or departure of executives. Such changes in our executive management team
may be disruptive to our business. We are also substantially dependent on the continued service of our existing development and operations
personnel because of the complexity of our service and technologies. While we have employment agreements with Messrs. Miller and Rizzo,
we do not maintain a key person life insurance policy on either of such officers. The loss of one or more of our key employees or groups
could seriously harm our business.

 We
have identified certain material weaknesses in our internal controls, which could cause stockholders and prospective investors to lose
confidence in the reliability of our financing reporting.

 Based
upon the evaluation of the disclosure controls and procedures at the end of the period covered by this report, our chief executive officer
and our chief financial officer concluded that our disclosure controls and procedures were not effective as a result of continuing weaknesses
in our internal control over financial reporting principally due to the following: (i) we have not established adequate financial reporting
processes or monitoring activities to ensure adequate financial reporting and to mitigate the risk of management override, specifically
because there are few employees and only two officers with management functions and therefore there is lack of segregation of duties;
(ii) an outside consultant assists in the preparation of the annual and quarterly financial statements and partners with us to ensure
compliance with U.S. GAAP and SEC disclosure requirements; and (iii) we did not maintain a sufficient complement of qualified accounting
personnel and controls associated with segregation of duties over complex transactions.

 If
we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results or prevent fraud.
As a result, current and potential stockholders could lose confidence in our company's financial reporting that could harm the
trading price of our shares, if a trading market does develop.

 We
need additional capital to develop our business.

 The
development of our services will require the commitment of substantial resources to implement our business plan. In addition, substantial
expenditures will be required to enable us to complete projects in the future. We currently have no additional borrowing capacity under
our existing credit agreement, and it is likely we will need to seek additional financing through subsequent future private or public
offerings of our equity securities or through strategic partnerships and other arrangements with corporate partners.

 We
cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.
The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in
increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.
If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan
or continue our business operations.

 Cyber incidents or cyberattacks directed
at us could result in information theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which we may
deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.

 Risks
Related to Ownership of our Common Stock

 You
may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock and because
of our preferred stock and outstanding rights to acquire common stock and warrants.

 As
of March 31, 2024, our authorized capital stock consisted of 425,000,000 shares, of which 400,000,000 shares were designated as
common stock and 25,000,000 shares were designated as preferred stock, of which 630,900 shares were designated Series A Convertible
Preferred Stock, and 1,360,000 shares were designated as Series B Convertible Preferred Stock.

 In
the future, we expect to issue our authorized but previously unissued equity securities in connection with future financings, which
could result in the dilution of the ownership interests of our present stockholders. We may also issue additional shares of our
common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining
employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business
purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on
the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants
or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions,
future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise
or conversion prices) below the price at which shares of our common stock are trading.

 Under
any of the circumstances described above, future issuances or conversions may depress the market price of our common stock, and may impair
our ability to raise additional capital in the financial markets at a time and price favorable to us. The effect of this dilution may,
in turn, cause the price of our common stock to decrease further, both because of the downward pressure on our stock price that may be
caused by a large number of sales of our shares into the public market by our preferred holders, and because our other existing stockholders
may, in response, decide to sell additional shares of our common stock, further decreasing our stock price.

 The
market price of our common stock is likely to be volatile and could subject us to litigation.

 The
market price of our common stock has been and is likely to continue to be subject to wide fluctuations. Factors affecting the market
price of our common stock include:

 variations
 in our operating results, earnings per share, cash flows from operating activities, deferred revenue, and other financial metrics
 and non-financial metrics, and how those results compare to analyst expectations;

 overall
 conditions in our industry and market;

 issuances
 of new stock which dilutes earnings per share;

 addition
 or loss of significant customers;

 changes
 in laws or regulations applicable to our products;

 actual
 or anticipated changes in our growth rate relative to our competitors;

 forward
 looking guidance to industry and financial analysts related to future revenue and earnings per share;

 the
 net increases in the number of customers and paying subscriptions, either independently or as compared with published expectations
 of industry, financial or other analysts that cover our company;

 changes
 in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;

 announcements
 of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our
 competitors;

 announcement
 or expectation of additional financing efforts;

 announcements
 by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;

 announcements
 of customer additions and customer cancellations or delays in customer contracts;

 recruitment
 or departure of key personnel;

 trading
 activity by a limited number of stockholders who together beneficially own a significant percentage of our outstanding common stock;
 and

 general
 economic and market conditions.

 Any
of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our
common stock and could seriously harm the market price of our common stock, regardless of our operating performance. This may prevent
you from being able to sell your shares at or above the price you paid for your shares of our common stock, if at all. In addition, following
periods of volatility in the market price of a company's securities, stockholders often institute securities class action litigation
against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management's attention
and could adversely affect our business, financial condition, results of operations and prospects.

 There
is currently only a limited public market for our common stock. Failure to develop or maintain a trading market could negatively affect
the value of our common stock and make it difficult or impossible for you to sell any shares of our common stock that you hold.

 There
is currently only a limited public market for our common stock and an active public market for our common stock may
not develop or be sustained. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares
without depressing the market price for our common stock or recover any part of your investment in us. Even if an active market for our
common stock does develop, the market price of such securities may be highly volatile. In addition to the uncertainties relating to future
operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet
unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. Further,
quotes for shares of our common stock on the OTCQB may not be indicative of the market price on a national securities exchange, such
as the NYSE or Nasdaq.

 Our shares of common stock are subject to the penny stock rules, making it more difficult to trade our shares.

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than securities registered on certain national securities
exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or system. Because our common stock is not listed on a
national securities exchange and the current price of our common stock is less than $5.00, our common stock is deemed to be a penny
stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules,
to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that
before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written
acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and
(iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their
shares.

 There
may be restrictions on your ability to resell shares of common stock under Rule 144.

 Currently,
Rule 144 under the Securities Act permits the public resale of securities under certain conditions after a six or twelve month holding
period by the seller, including requirements with respect to the manner of sale, sales volume restrictions, filing requirements and a
requirement that certain information about the issuer is publicly available. At the time that stockholders intend to resell their shares
under Rule 144, there can be no assurances that we will be subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or, if so, current in our reporting requirements under the Exchange Act, in order for stockholders
to be eligible to rely on Rule 144 at such time. In addition to the foregoing requirements of Rule 144 under the Federal securities laws,
the various state securities laws may impose further restrictions on the ability of a holder to sell or transfer the shares of common
stock.

 Sales
of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares
and have a depressive effect on the price of the shares of our common stock.

 A
substantial majority of our outstanding shares of common stock are "restricted securities" within the meaning of Rule 144
under the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under
the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable
state securities laws. Rule 144 provides in essence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has
held restricted securities for a period of at least six months (one year after filing Form 10 information with the SEC for shell companies
and former shell companies) may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that
does not exceed the greater of 1% of an issuer's outstanding shares of common stock or the average weekly trading volume during
the four calendar weeks prior to the sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation,
by a person who is not an affiliate of the issuer and who has satisfied a one-year holding period. A sale under Rule 144 or under any
other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have
a depressive effect upon the price of our shares of common stock in any active market that may develop.

 Possible
adverse effect of issuance of preferred stock.

 As
of March 31, 2024, our articles of incorporation authorized the issuance of 25,000,000 shares of preferred stock, of which
23,009,100 shares were "blank check" preferred stock available for issuance with designations, rights and preferences as
may be determined from time to time by our board of directors. As a result of the foregoing, our board can issue, without further
shareholder approval, preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of common stock. The issuance of preferred stock could, under certain circumstances,
discourage, delay or prevent a change in control of our company.

 We
do not expect to pay dividends on our common stock and investors should not buy our common stock expecting to receive dividends.

 We
have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends on our
common stock in the foreseeable future. Consequently, holders of common stock will only realize an economic gain on their investment
in our common stock if the price appreciates. Investors should not purchase our common stock expecting to receive cash dividends.
Because we do not pay dividends on our common stock, and there may be limited trading, investors may not have any manner to
liquidate or receive any payment on their investment. Therefore, our failure to pay dividends may cause investors to not see any
return on investment even if we are successful in our business operations. Because we do not pay dividends on our common stock, we
may have trouble raising additional funds, which could affect our ability to expand our business operations.

 We
may need to raise additional capital in the future. Additional capital may not be available to us on reasonable terms, if at all, when
or as we require. If we issue additional shares of our common stock or other securities that may be convertible into, or exercisable
or exchangeable for, our common stock, our existing stockholders would experience further dilution and could trigger anti-dilution provisions
in outstanding warrants.

 We
may need to raise additional capital in the future for acquisitions or other purposes. Future financings may involve the issuance of
debt, equity and/or securities convertible into or exercisable or exchangeable for our equity securities. These financings may not be
available to us on reasonable terms or at all when and as we require funding. If we are able to consummate such financings, the trading
price of our common stock could be adversely affected and/or the terms of such financings may adversely affect the interests of our existing
stockholders. Any failure to obtain additional working capital when required would have a material adverse effect on our business and
financial condition and may result in a decline in our stock price. Any issuances of our common stock, preferred stock, or securities
such as warrants or notes that are convertible into, exercisable or exchangeable for, our capital stock, would have a dilutive effect
on the voting and economic interest of our existing stockholders.

 Our
officers and directors are entitled to indemnification from us for liabilities under our articles of incorporation, which could be costly
to us and may discourage the exercise of stockholder rights.

 Our
articles of incorporation provide that we possess and may exercise all powers of indemnification of our officers, directors, employees,
agents and other persons and our bylaws also require us to indemnify our officers and directors as permitted under the provisions of
the Nevada Revised Statutes ("NRS"). We will also have contractual indemnification obligations under our agreements with
our directors and officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures
to cover the cost of settlement or damage awards against directors and officers. These provisions and resultant costs may also discourage
our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly
discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions,
if successful, might otherwise benefit our company and stockholders.

 Our
bylaws and Nevada law may discourage, delay or prevent a change of control of our company or changes in our management, which could have
the result of depressing the trading price of our common stock.

 Certain
anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third party from acquiring us, even if the acquisition
arguably could benefit our stockholders.

 Nevada's
"combinations with interested stockholders" statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business
"combinations" between certain Nevada corporations and any person deemed to be an "interested stockholder" for
two years after such person first becomes an "interested stockholder" unless the corporation's board of directors approves
the combination, or the transaction by which such person becomes an "interested stockholder", in advance, or unless the combination
is approved by the board of directors and sixty percent of the corporation's voting power not beneficially owned by the interested
stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such
two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration
of four years after the person first became an interested stockholder. For purposes of these statutes, an "interested stockholder"
is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was
the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.
The definition of the term "combination" is sufficiently broad to cover most significant transactions between a corporation
and an "interested stockholder." These statutes generally apply to Nevada corporations with 200 or more stockholders of record.
However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election
is not made in the corporation's original articles of incorporation, the amendment (1) must be approved by the affirmative vote
of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested
stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and
does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment.
We did not make such an election in our articles of incorporation and have not amended our articles of incorporation to so elect.

 Nevada's
"acquisition of controlling interest" statutes, NRS 78.378 through 78.3793, inclusive, contain provisions governing the acquisition
of a controlling interest in certain Nevada corporations. These "control share" laws provide generally that any person that
acquires a "controlling interest" in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights. Our bylaws provide that these statutes do not apply to us or any
acquisition of our common stock. Absent such provision in our bylaws, these laws would apply to us as of a particular date if we were
to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times
during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation,
unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise.
These laws provide that a person acquires a "controlling interest" whenever a person acquires shares of a subject corporation
that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than
one third, (2) one third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in
the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over
the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling
interest become "control shares" to which the voting restrictions described above apply.

 Various
provisions of our bylaws may delay, defer or prevent a tender offer or takeover attempt of us that a stockholder might consider in his
or her best interest. Our bylaws may be adopted, amended or repealed by the affirmative vote of the holders of at least a majority of
our outstanding shares of capital stock entitled to vote for the election of directors, and except as provided by Nevada law, our board
of directors shall have the power to adopt, amend or repeal the bylaws by a vote of not less than a majority of our directors. The interests
of these stockholders and directors may not be consistent with your interests, and they may make changes to the bylaws that are not in
line with your concerns.

 Nevada
law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed
to, or not in the best interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures
could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential
acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

 ITEM
 1B.

 Unresolved
 Staff Comments

 As
a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled
disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1B.

 ITEM 1C.

 Cybersecurity

 We
acknowledge the increasing importance of cybersecurity in today's digital and interconnected world. Cybersecurity threats pose
significant risks to the integrity of our systems and data, potentially impacting our business operations, financial condition and reputation.

 As
a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols
in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive
risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments or services.

 Given
our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However, we
recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity
incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business
operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

 We
are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This
includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments
and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size,
complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.

 In
addition, our board of directors will oversee any cybersecurity risk management framework and a dedicated committee of our board of directors
or an officer appointed by our board of directors will review and approve any cybersecurity policies, strategies and risk management
practices.

 Despite
our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed
by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity
measures in response to emerging threats.

 For
a discussion of potential cybersecurity risks affecting us, please refer to the "Risk Factors" section.

 ITEM
 2.

 Properties

 Our principal executive office is located at 300 E. Long Lake Road, Suite 100A, Bloomfield Hills, Michigan, 48304, which is approximately
5,251 square feet of office space currently rented at a rate of $7,417 per month. In addition, we lease 10,704 square feet of office and
shop facilities space currently rented at a rate of $9,016 per month in Troy, Michigan and 13,823 square feet of office space currently
rented at a rate of $22,500 per month in Linwood, Michigan. It is our belief that such space is adequate for our immediate office needs.
Additional space may be required as we expand our business activities, but we do not foresee any significant difficulties in obtaining
additional office facilities if deemed necessary.

 Our
principal property and equipment is comprised of vehicles and equipment in the State of Michigan. In addition, we lease real property
in Michigan and Pennsylvania. These properties are sufficient to meet our current operational needs; however, we are exploring the potential
acquisition and/or leasing of additional properties pursuant to its growth strategies.

 ITEM
 3.

 Legal
 Proceedings

 There
are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse
to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries. No director or
executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy
petition filed against it during the past ten years. Except as described below, no current director or executive officer has been convicted
of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive
officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current
director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

 From
time to time, we may become a party to litigation and subject to claims incident to the ordinary course of our business. Although the
results of such litigation and claims in the ordinary course of business cannot be predicted with certainty, we believe that the final
outcome of such matters will not have a material adverse effect on our business, results of operations or financial condition. Regardless
of outcome, litigation can have an adverse impact on us because of defense costs, diversion of management resources and other factors.
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 our Titan Trucking subsidiary in the Circuit Court for Macomb County, Michigan titled Wolverine
Transfer and Recycling LLC v. Titan Trucking LLC (Case No. 22-002780-CB) 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. Titan Trucking intends to continue to vigorously defend this lawsuit and to prosecute its
counterclaims.

 In
July 2023, a complaint was filed against us and Ajay Sikka, a director of our company and our former chief executive officer, in the
Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois titled Alta Waterford, LLC v. TraQiQ, Inc. and Ajay Sikka
 (Case No. 23LA00000476) for breach of contract. In the complaint, the plaintiff alleges that we 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 Mr. Sikka. The complaint seeks damages in the amount of $324,000, attorney fees and other unspecified
litigation costs. We answered the complaint, denying all of the basic allegations, and the plaintiff then moved to strike our answer.
 In December 2023, the parties entered an agreement pursuant to which the plaintiff agreed to produce all of the documents supporting
its claim that it performed services under the contracts, and we agreed that we would serve and file an amended answer within 21 days
after receipt of their documents. Since that time, the plaintiff produced its documents and we filed our amended answer.
We anticipate conducting deposition discovery in the weeks and months ahead, and the matter is scheduled for trial in Illinois in September
2024.

 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.

 ITEM
 4.

 Mine
 Safety Disclosures

 Not
applicable.

 PART
II

 ITEM
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
common stock is listed for quotation on the OTCQB market operated by the OTC Markets Group under the trading symbol "TESI."
Trading in our common stock on the OTCQB market has been limited and the quotations set forth below are not necessarily indicative of
actual market values. The following table sets forth, for the periods indicated, the high and low closing bid prices for each quarter
within the last two fiscal years ended December 31, 2023 on the OTCQB market as reported by OTC Markets Group. All quotations for the
OTCQB market reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 Quarter Ended

 High

 Low

 December 31, 2023

 $
 0.92

 $
 0.03

 September 30, 2023

 $
 3.77

 $
 1.00

 June 30, 2023

 $
 1.60

 $
 0.35

 March 31, 2023

 $
 3.70

 $
 0.20

 December 31, 2022

 $
 1.85

 $
 0.01

 September 30, 2022

 $
 3.25

 $
 1.51

 June 30, 2022

 $
 4.10

 $
 3.00

 March 31, 2022

 $
 5.58

 $
 2.96

 On
March 29, 2024, the closing bid price for our common stock on the OTCQB market as reported by the quotation service operated by
the OTC Markets Group was $0.74.

 Transfer
Agent

Stock Transfer, LLC is the registrar and transfer agent for our common shares. Its address is 237 W 37th St Suite 602, New York, NY
10018, Telephone: 212-575-5757, Facsimile: 347-584-3644.

 Holders
of Our Common Stock

 As
of March 29, 2024, there were 122 registered holders of record of our common stock. As of such date, 25,386,814 shares of common
stock were issued and outstanding. The number of our shareholders of record excludes any estimate by us of the number of beneficial
owners of shares held in street name, the accuracy of which cannot be guaranteed.

 Dividends

 We
have not declared any common stock dividends to date and the provisions of our Loan Agreement with Michaelson prohibit our payment
of dividends so long as the Michaelson Note remains outstanding. As a result, we have no present intention of paying any cash
dividends on our common stock in the foreseeable future, and we intend to use earnings, if any, to generate growth. Subject to any
limitations on the payment of dividends in our credit facilities, the payment by us of dividends, if any, in the future, is within
the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial
condition, as well as other relevant factors. There are no material restrictions in our Articles of Incorporation, as amended, or
Bylaws that restrict us from declaring dividends.

Authorized for Issuance Under Equity Compensation Plans

 The
following table provides information as of December 31, 2023, regarding our compensation plans under which equity securities are authorized
for issuance:

 Plan category

 Number of
 Securities to
 be Issued
 Upon
 Exercise of
 Outstanding
 Options,
 and Rights

 Weighted-
 Exercise
 Price of
 Outstanding
 Options,
 Warrants and
 Rights

 Number of
 Remaining
 Available
 for Future
 Issuance
 Under Equity
 Compensation
 Plans (Excluding
 Reflected
 in Column (a))

 (a)

 (b)

 (c)

 2020 Equity compensation plan approved by security holders

 -

 $
 -

 5,500,000

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 -

 $
 -

 5,500,000

 Unregistered
Sales of Equity Securities

 On January 23, 2024, 100,000
of our Series A Rights to Receive Common Stock ("Series A Rights") were exercised. As a result, we issued 100,000 shares of
common stock to holders of such Series A Rights.

 Between January 17, 2024 and
January 29, 2024, 10,152,269 of our Series B Rights to Received Common Stock ("Series B Rights") were exercised. As a result,
we issued 10,152,269 shares of common stock to the holders of such Series B Rights.

 In
January 2024, we issued an aggregate of 2,750,001 warrants to purchase common stock to investors in a private placement.

 The offers, sales and issuances
of securities listed above, were deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated
thereunder in that the issuance of securities did not involve a public offering. The recipients of such securities in each of these transactions
represented their intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with
any distribution thereof. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act and appropriate
legends were affixed to the securities issued in such transactions.

 Issuer
Purchases of Equity Securities

 None.

 ITEM
 6.

 [Reserved]

 ITEM
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 The
discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which
we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported
revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described
in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 Overview
of Our Company

 We
operate two distinct lines of business. The first is Titan Trucking, LLC ("Titan Trucking"), 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. Titan Trucking operates in a highly recession resistant industry given the ongoing generation of waste and
recyclable materials. Titan Trucking's goal is to provide our customers with safe and efficient options for the disposal and
recycling of their waste streams. Titan Trucking has begun to create the infrastructure needed to expand its operations organically
and through strategic acquisitions and market development opportunities across the Midwest, Northeast and Southeast regions of the
United States. The second is Recoup Technologies, Inc., which provides technology enabled solutions for food waste processing
including onsite Digestors for food waste along with cloud-based software tracking and analytics solutions.

 Disposal
of TraQiQ Private Solutions, Inc ("Ci2i")

 On
July 28, 2023, we and our wholly-owned subsidiary, TraQiQ Solutions, Inc ("Ci2i"), and Ajay Sikka ("Sikka"),
a director and our former chief executive officer, entered into an Assignment of Stock Agreement (the "Assignment
Agreement"). Under the terms of the Assignment Agreement, we assigned and transferred to Sikka all of our rights, title and
interests in the issued and outstanding equity interests of Ci2i in exchange for consideration of $1. We additionally assumed from
Ci2i loans and short-term debts valued at $209,587 plus fees and interest. Other than the liabilities assumed from Ci2i, the balance
sheet amounts and operations of Ci2i as of the date of sale were insignificant.

 Reverse
Acquisition with Titan Trucking, LLC

 On
May 19, 2023, we and our wholly-owned subsidiary, Titan Merger Sub Corp. ("Merger Sub"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"), with Titan Trucking, Titan 5, LLC, a Michigan limited liability company
("Titan 5"), Titan National Holdings 2, LLC, a Michigan limited liability company ("Holdings"), Jeffrey
Rizzo, an individual ("JR"), William McCauley, an individual ("WM", and, together with Holdings, Titan 5 and
JR, the "Sellers"), and Jeffrey Rizzo, as the Seller Representative, pursuant to which, Merger Sub was merged with and
into Titan Trucking, with Titan Trucking continuing as the surviving entity and as a wholly-owned subsidiary of our 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, upon the closing of the Titan Merger, we paid the Titan Trucking owners 630,900 shares of our Series C
Preferred Stock. Concurrent to the Titan Merger, our chief executive officer and one of our directors resigned from their respective
positions and our current chief executive officer, chief operating officer and chief financial officer were appointed. Additionally, the
new chief executive officer and chief operating officer were both appointed as directors of our company.

 In
accordance with ASC 805 – Business Combinations, the Titan Merger was accounted for as a reverse acquisition with Titan
Trucking being deemed the accounting acquirer of our company. Titan Trucking, as the accounting acquirer, recorded the assets and
liabilities of our company at their fair values as of the acquisition date. The historical consolidated financial statements of
Titan Trucking have replaced our historical consolidated financial statements with respect to periods prior to the completion of the
Titan Merger with retroactive adjustments to Titan Trucking's legal capital to reflect the legal capital of our company. We remain the
continuing registrant and reporting company.

 Titan
Trucking was deemed to be the accounting acquirer based on the following facts and circumstances: (1) the Titan Trucking owners
owned approximately 65% of the voting interests of the combined company immediately following the transaction; (2) the Titan Merger
resulted in significant changes to the combined company's board of directors; (3) the Titan Merger resulted in significant
changes to the management of the combined company.

 We
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 the quoted market capitalization of
our company at the acquisition date. The purchase consideration was as follows:

 TraQiQ, Inc. market capitalization at closing

 $

 Total purchase consideration

 $

 We
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:

 Estimated

 Description

 Fair Value

 Assets:

 Cash

 $
 69,104

 Accounts receivable, net

 369,338

 Prepaid expenses and other current assets

 17,893

 64,894

 Fixed assets, net

 1,134

 Intangible assets, net

 6,471,621

 26,880,916

 $
 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
)

 $
 (6,712,678
)

 Net fair value of assets (liabilities)

 $

 Reincorporation
as Titan Environmental Solutions Inc.

 Effective
January 10, 2024, and pursuant to an Amended and Restated Agreement and Plan of Merger (the "Reincorporation Agreement"),
we merged with and into (the "reincorporation") our wholly-owned subsidiary, Titan Environmental Solutions Inc., a Nevada
corporation ("Titan"), with Titan as the surviving entity. As a result of the reincorporation, our jurisdiction of incorporation
was changed from California to Nevada and our corporate name was changed from "TraQiQ, Inc." to "Titan Environmental
Solutions Inc." The individuals serving as our 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.

in Equity Instruments and Share Authorizations

to the Reincorporation Agreement, each share of our common stock issued and outstanding immediately prior to the reincorporation was
converted into one share of Titan's common stock. Additionally, each share of our 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. Each of our Series A Rights 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 our
original Series A Rights to Acquire Common Stock. Each of our Series B Rights 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 our original Series B Rights to Acquire Common Stock.

 As
a result of the reincorporation, all of our outstanding warrants were assumed by Titan and now represent warrants to acquire shares of
Titan's common stock. The reincorporation increased our authorized capital stock to 425,000,000 total shares, consisting of 400,000,000
shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001
per share, of which 630,900 shares were designated "Series A Convertible Preferred Stock". In connection with the reincorporation,
we also adopted the "Titan Environmental Solutions Inc. 2023 Equity Incentive Plan."

 Authorization
of Reverse Stock Split

 In
connection with the approval of the Reincorporation Agreement, our board of directors was authorized to effect a reverse stock split
of our outstanding common stock (the "Reverse Stock Split") on the basis of one share of our common stock for up to 50
shares of our common stock, at an exact ratio at the discretion of the board of directors, at any time prior to the first
anniversary of the effective date of the reincorporation. In connection with the Reverse Stock Split, if one is approved by our
board of directors, our board of directors may also amend our articles of incorporation to reduce the number of authorized shares of
common stock to a number of shares, as determined by the 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.

in Trading Symbol of Common Stock

 Following
the reincorporation and effective on January 16, 2024, the trading symbol of our common stock changed from "TRIQ" to
"TESI".

 Creation of Series B Preferred Stock

 On
March 29, 2024, we filed a Certificate of Designation with the Nevada Secretary of State (as subsequently amended, the "Certificate
of Designation"), designating 1,360,000 authorized shares of preferred stock as Series B Convertible Preferred Stock (the "Series
B Preferred Stock"). As of the date of this Report, 50,000 shares of Series B Preferred Stock have been issued.

 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. Holders of Series B Preferred Stock
are entitled to receive dividends accruing on a daily basis in arrears at the rate of 10% per annum, or after the occurrence and during
the continuance of a Triggering Event (as defined in the Certificate of Designation), 15% per annum, based on a 360 day year and the
stated value of the Series B Preferred Stock of $10.00 per share (the "Stated Value"). We may, at our option, upon not less
than ten (10) days nor more than sixty (60) days' written notice, redeem the then issued and outstanding shares of Series B Preferred
Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of 130% of the Stated Value per share of
Series B Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. Upon
the occurrence of a Mandatory Redemption Event (as defined in the Certificate of Designation), we will be required to redeem all of the
then issued and outstanding shares of Series B Preferred Stock. The holders of the Series B Preferred Stock may elect to convert the
Series B Preferred Stock into shares of common stock, at the applicable conversion rate (subject to certain adjustments), at any time,
which right is subject to the Beneficial Ownership Limitation (as defined in the Certificate of Designation). Subject to certain terms,
we have the right to require the each holder of Series B Preferred Stock to mandatorily convert all or any portion of their Series B
Preferred Stock. A holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the
number of whole shares of common stock into which the shares of Series B Preferred Stock held by such the Holder are convertible on any
matter presented to our stockholders, except as required by law or as specifically set forth in the Certificate of Designation. In the
event of a liquidation, dissolution or winding up of our company, each holder of Series B Preferred Stock is entitled to receive out
of our assets before any payment or distribution shall be made to the holders of any Junior Securities (as defined in the Certificate
of Designation), the greater of (i) an amount per share equal to the sum of (x) the Stated Value and (y) any unpaid dividends, and (ii)
the same amount that a holder of common stock would receive on an as-converted basis.

 Going
Concern

 For
the year ended December 31, 2023, we had a net loss of $149,005,049. We had a working capital deficit of
$10,935,108 as of December 31, 2023 (deficit of $1,106,879 as of December 31, 2022). These conditions raise substantial doubt about
our ability to continue as a going concern for a period of time within one year after the date on which our consolidated
financial statements were issued.

 Management's
plans include raising capital through issuances of equity and debt securities, and minimizing operating expenses of the business to
improve our cash burn rate. On July 17, 2023, we converted $1,944,000 of principal and $75,263 of accrued interest related to our
outstanding convertible note payables into Series A Rights, resulting in the extinguishment of almost all of our convertible note
embedded derivative liabilities. In addition, we have been successful in attracting substantial capital from investors interested in
the current public status of our company that has been used to support our ongoing cash outlays. This included $2,595,000 of
convertible notes during the year ended December 31, 2023. We believe, but cannot guarantee, we will continue to be able to attract
capital from outside sources as we pursue a move to a national stock exchange. We have engaged a qualified investment bank to assist
in the uplisting of our common stock and simultaneous raise of capital. In addition, our revenue continues to grow and we expect to
shrink our net losses over the upcoming quarters through organic and acquisitive growth. We have identified a plan to decrease
expenses going forward to reduce our cash burn.

 Employee
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 per year. Titan Trucking is required to contribute on behalf of each eligible participating
employee. Titan Trucking will match 50% of the participants deferral not to exceed 3% of employee compensation. Employees will share
in the matching contribution regardless of the amount of service completed during the plan year. Employees will become 100% vested
in the employer matching contributions after one year of service.

 Employer
contributions for the years ended December 31, 2023 and 2022 were $15,116 and $11,164, respectively.

 Results
of Operations and Financial Condition for the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022

 2023

 2022

 Percent Change

 Revenue

 $

 $

 %

 Cost of revenues

 6,503,135

 4,207,852

 %

 Gross profit(loss)

 1,121,449

 (4,740
)

 (23,759
)%

 Operating Expenses

 Salary and salary related costs

 1,720,492

 475,512

 %

 Stock-based compensation

 5,590,486

 -

 %

 Professional fees

 3,146,692

 265,575

 1,085
 %

 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

 2,845
 %

 Operating Loss

 (31,280,290
)

 (1,105,002
)

 2,731
 %

 Other Income (Expense):

 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 the Paycheck Protection Program loan

 -

 812,305

 (100
)%

 Other income (expense)

 113,212

 (166,513
)

 (168
)%

 Loss on extinguishment and on issuance of share rights

 (116,591,322
)

 -

 %

 Total other income (expense)

 (117,724,759
)

 446,339

 (26,476
)%

 Provision for income taxes

 -

 -

 %

 Net loss

 $
 (149,005,049
)

 $
 (658,663
)

 $
 22,522
 %

 Revenue

 Years Ended

 2023

 2022

 Product sales and related product services

 $
 1,396,127

 $
 -

 Waste collection and sales

 6,228,457

 Total revenue

 $

 $

 For
the year ended December 31, 2023 compared to December 31, 2022, our revenues increased by $3,421,472, or 81%, from $4,203,112 to
$7,624,584. The increase was the result of the Titan Merger on May 19, 2023, and the resulting revenue generated by the combined
operations of our company and Titan Trucking. The Titan Merger resulted in the development of our Digester Segment and our revenue
from product sales and related product services. We also expanded the operations of our Trucking Segment with the acquisition of new
containers and other fixed assets, which increased the revenue generated.

 Cost
of Revenue

 For
the year ended December 31, 2023 compared to December 31, 2022, our cost of revenue increased by $2,295,283, or 55%, from $4,207,852
to $6,503,135. The increase was the result of the Titan Merger on May 19, 2023, and the resulting increased revenue caused by the
combined operations of our company and Titan Trucking. Additionally, we have continued to expand the Trucking Segment operations,
which also resulted in increased cost of revenues.

Expenses

 For
the year ended December 31, 2023 compared to December 31, 2022, our salary and salary-related costs increased by $1,244,980, or 262%,
from $475,512 to $1,720,492. The increase was due to the increased personnel costs associated with the Titan Merger and increases to
the operational activity of Titan Trucking.

 For
the year ended December 31, 2023 compared to December 31, 2022, our stock-based compensation increased by $5,590,486, or 100%, from $0
to $5,590,486. The increase was due to the vesting of restricted stock awards.

 For
the year ended December 31, 2023 compared to December 31, 2022, our professional fees increased by $2,881,117, or 1,085%, from $265,575
to $3,146,692. The increase was attributed primarily to consulting, accounting and legal fees incurred during 2023 related to the
Titan Merger and our other acquisition activities.

 For
the year ended December 31, 2023 compared to December 31, 2022, our depreciation and amortization expense increased by $505,434,
or 100%, from $0 in December 2022 to $505,434. The increase in depreciation and amortization expense was the result of the intangible assets recognized from the Titan Merger.

 For
the year ended December 31, 2023 compared to December 31, 2022, our general and administrative expenses increased by $715,459, or 199%,
from $359,175 to $1,074,634. The increase was primarily due to our increased operational and sales activities, the addition of two leases,
and the Titan Merger.

 Impairment
of Goodwill

 Due
to the reverse acquisition with Titan Trucking, we recognized goodwill of $26,880,916 for the Digester reporting unit on our
consolidated balance sheet. As a result of the financial performance of our Digester Segment, we 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. We performed an impairment assessment
of the goodwill. Our 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 during the year December 31,
2023. There was no goodwill impairment expenses for the year ended December 31, 2022.

Expense, net of Interest Income

 For
the year ended December 31, 2023 compared to December 31, 2022, our interest expense, net of interest income increased by $1,180,669, or
592%, from $199,453 to $1,380,122. The increase was due mainly to a large increase in debt instruments accruing interest on our consolidated
balance sheet as a result of the Titan Merger. We have also issued and sold new debt instruments following the Titan Merger, which has
resulted in increased interest expense.

 Net
Loss

 For
the year ended December 31, 2023 compared to December 31, 2022, our net loss increased by $148,346,386, or 22,522% from $658,663 to $149,005,049
due to the loss on extinguishment and issuance of share rights of $116,591,322, the impairment to goodwill, the increase in professional
expenses, and the other effects of the Titan Merger.

 Segment
Analysis

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, we have identified our Chief Operating Officer as the CODM. We operate and report in two segments: Trucking
and Digesters.

Segment: The Trucking Segment generates service revenues and incurs expenses by transporting environmental and other waste for customers.

Segment: The Digester Segment primarily generates revenues and incurs expenses through the production and sale of
'digester' equipment to customers. This segment also generates revenue through related services, such as digester
maintenance and software services.

 We
believe that this structure reflects our current operational and financial management, and that it provides the best structure for
our 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 our company, and our decision to organize our company around the different revenue
generating activities of the segments. Total revenues for each reportable segment was as follows:

 2023

 2022

 $
 6,228,457

 $

 1,395,992

 -

 Corporate / Other

 -

 Total

 $

 $

 Gross
profit (loss) for each reportable segment is as follows:

 2023

 2022

 $

 $

 322,657

 (4,740
)

 798,748

 -

 Corporate / Other

 -

 Total

 $
 1,121,449

 $
 (4,740
)

 Net
loss before provision for income taxes for each reportable segment is as follows:

 2023

 2022

 $
 (4,152,256
)

 $
 (658,663
)

 (20,303,071
)

 -

 Corporate / Other

 (124,549,722
)

 -

 Total

 $
 (149,005,049
)

 $
 (658,663
)

 Total
assets, capital expenditures, and depreciation and amortization expense for each reportable segment is as follows:

 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

 $
 8,804,653

 $

 $
 643,100

 $
 3,349,628

 $
 492,770

 $

 Digesters

 13,122,976

 -

 14,345

 —

 436,684

 —

 Corporate / Other

 247,845

 -

 -

 —

 —

 —

 Total

 $
 22,175,474

 $

 $
 657,445

 $
 3,349,628

 $
 929,454

 $

 (1)

 expense of $424,040 and $325,382 for the years ended December 31, 2023 and 2022, respectively, is classified as cost of revenues on
 the consolidated statement of operations and included in the Trucking Segment depreciation and amortization because it is
 information reviewed by the CODM.

 Adjusted
EBITDA (Non-U.S. GAAP Financial Measure)

 We
have included in this report Adjusted EBITDA, a measure of financial performance that is not defined by U.S. GAAP. We believe that this
measure provides useful information to investors and include this measure in other communications to investors.

 For
this non-U.S. GAAP financial measure, we are providing below a reconciliation of the differences between the non-U.S. GAAP measure and
the most directly comparable U.S. GAAP measure, an explanation of why our management and board of directors believe the non-U.S. GAAP
measure provides useful information to investors and any additional purposes for which our management and board of directors use the
non-U.S. GAAP measures. This non-U.S. GAAP measure should be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measures.

 We
define Adjusted EBITDA as net loss before interest expense (net of interest income), income taxes, depreciation and amortization,
and certain non-recurring and non-cash transactions such as goodwill impairments, loss on extinguishment and issuance of share
rights, stock-based compensation, and the change in fair value of derivative liabilities. Our management believes that this
presentation provides useful information to management and investors regarding our core trends by providing a more direct view of
the underlying costs and performance. In addition, management uses this measure for reviewing our financial and operational results. Adjusted EBITDA is a non-U.S. GAAP measure and may not be comparable to similarly titled measures reported by other
companies.

 We
do not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with U.S. GAAP. The
principal limitation of Adjusted EBITDA is that it excludes certain expenses and income that are required by U.S. GAAP to be recorded
in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the
exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order
to compensate for these limitations, management presents Adjusted EBITDA in connection with U.S. GAAP results. A reconciliation of net loss to Adjusted EBITDA is as follows:

 Years Ended

 2023

 2022

 Net loss

 $
 (149,005,049
)

 $
 (658,663
)

 Interest expense, net of interest income

 1,380,122

 199,453

 Income taxes

 -

 -

 Depreciation and amortization (a)

 929,454

 (146,695,473
)

 (133,828
)

 Non-recurring, non-cash transactions:

 Change in fair value of derivative liability (b)

 (41,670
)

 -

 Stock-based compensation (c)

 5,590,486

 -

 Goodwill impairment

 20,364,001

 -

 Loss on extinguishment and issuance of share rights (d)

 116,591,322

 -

 Adjusted EBITDA

 $
 (4,191,334
)

 $
 (133,828
)

 (a)

 This
 amount includes $424,020 and $325,382 of depreciation expense included in cost of revenues in the consolidated statement of operations
 for the years ended December 31, 2023 and 2022, respectively.

 (b)

 This
 amount reflects the change in fair value of our derivative liability during the year ended (Note 11 – Derivative Liabilities).

 (c)

 incentive-based stock compensation (Note 15 - Stock Based Compensation).

 (d)

 This
 loss was due to the fair value of the Series A Rights at time of conversion being higher than the value of the debt extinguished
 as a results of the issuance of the Series A Rights. (Note 14 - Stockholders Equity).

 Liquidity
and Capital Resources

 Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of December 31,
2023, we had $103,578 in cash compared to $26,650 at December 31, 2022, an increase of $76,928 resulting primarily from net proceeds
of debt financings. As of December 31, 2023, we had approximately $971,000 in accounts receivable compared to approximately $518,000
at December 31, 2022 an increase of approximately $453,000. The increase in receivables was primarily from the approximately
$369,000 of receivables gained from the Titan Merger.

 As
of December 31, 2023, we had total current assets of approximately $1.5 million and total current liabilities of approximately $12.4
million, or negative working capital of approximately $10.9 million, compared to total current assets of approximately $0.9 million and
total current liabilities of approximately $2.0 million, or negative working capital of $1.1 million at December 31, 2022. This is a
decrease in working capital of approximately $9.8 million over the working capital balance at the end of 2022 driven primarily by the
Titan Merger and the private placements of debt securities completed during the twelve-month period.

 As
of December 31, 2023, we had undiscounted obligations in the amount of approximately $7.9 million relating to the payment of indebtedness
due within one year. We anticipate meeting our cash obligations on our indebtedness that is payable on or prior to December 31, 2024
primarily through the issuance of debt and equity securities, as well as through earnings from operations, including, in particular,
those of our Trucking segment.

 Our
future capital requirements for our operations will depend on many factors, including the profitability of our businesses, the number
and cash requirements of other acquisition candidates that we pursue, and the costs of our operations. We plan to generate positive cash
flow from Titan Trucking to address some of our liquidity needs. However, to execute our business plan, service our existing indebtedness,
finance our proposed acquisitions and implement our business strategy, we anticipate that we may need to obtain additional financing
from time to time and may choose to raise additional funds through public or private equity or debt financings, a bank line of credit,
borrowings from affiliates or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms
favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute
our current stockholders' ownership in us and could also result in a decrease in the market price of our common stock. The terms
of those securities issued by us in future capital transactions may be more favorable to new investors and may include the issuance of
warrants or other derivative securities, which may have a further dilutive effect. Furthermore, any debt financing, if available, may
subject us to restrictive covenants and significant interest costs. There can be no assurance that we will be able to raise additional
capital, when needed, to continue operations in their current form.

the years ended December 31, 2023 and 2022, our capital expenditures were approximately $0.7 million and approximately $3.3 million, respectively.
During the year ended December 31, 2023, we offset our capital expenditures with approximately $97,000 in proceeds from the disposal
of property and equipment. During the year ended December 31, 2022, we offset our capital expenditures with approximately $0.4 million
from the proceeds from disposal of property and equipment.

 We
expect our capital expenditures for next 12 months will grow as we continue to expand the Titan Trucking operational activity. These
capital expenditures will be primarily utilized for equipment needed to generate revenue and for office equipment. We expect to fund
such capital expenditures out of our working capital.

 Cash
Flows

 Years Ended December 31,

 2023

 2022

 Net cash used in operating activities

 $
 (3,248,631
)

 $
 (312,264
)

 Net cash used in investing activities

 (491,022
)

 (2,977,809
)

 Net cash provided by financing activities

 3,816,581

 3,283,144

 Net increase (decrease) in cash

 $
 76,928

 $
 (6,929
)

Activities. The net cash used in operating activities for the year ended December 31, 2023 was primarily used to fund a net loss
of approximately $149 million, adjusted for non-cash expenses in the aggregate amount of approximately $144 million. Non-cash expenses
were primarily made up of approximately $117 million of loss on extinguishment and issuance of share rights, approximately $20.4 million
of goodwill impairment and approximately $5.6 million of stock compensation expense. Approximately $2.0 million of cash was generated
from net changes in the levels of operating assets and liabilities, primarily related to an increase in accounts payable and accrued
expenses, an increase in accrued payroll and payroll taxes, and an increase in the operating lease liability. The cash generated was
offset by an increase in other assets, an increase in inventory, an increase in prepaid expenses, an increase in accounts receivable
and an increase in customer deposits.

 The
net cash used by operating activities for the year ended December 31, 2022 was primarily used to fund a net loss of approximately $659,000,
adjusted for non-cash income in the aggregate amount of approximately $234,000. Approximately $581,000 was generated by net changes in
the levels of operating assets and liabilities, primarily related to increases in accounts payable, and decreases in other receivables,
offset by increases in accounts receivable and prepaid expenses and a decrease in the operating lease liability.

 Investing
Activities. During the year ended December 31, 2023, our cash used in investing activities was composed of approximately $69,000 of net cash received
as a result of the Titan Merger and approximately $657,000 used for the acquisition of property and equipment, offset by approximately $97,000 from the disposal of property
and equipment. During the year ended December 31, 2022, our cash used in investing activities was due to approximately $3,350,000 used
for the acquisition of fixed assets, offset by approximately $372,000 received from the disposal of property and equipment.

 Financing
Activities. There was $3.8 million in cash generated from financing activities during the year ended December 31, 2023. This was
primarily due to proceeds from convertible notes of $2.6 million, proceeds from notes payable – related parties of $1.3
million, proceeds from notes payable of $871,000, proceeds from convertible notes – related parties of $675,000 and cash from
the issuance of warrants of $267,000. Cash provided from financing activities was offset by approximately $1.8 million of repayments
of notes payable and $160,000 of repayments of notes payable – related parties. There was approximately $3.3 million of cash
generated from financing activities during the year ended December 31, 2022. The cash provided by financing activities was due to
approximately $4.4 million in proceeds from notes payable, offset by repayments of note payables of approximately $1.0 million and
loan origination fees of $100,000.

 Non-Cash
Investing and Financing Activities. We note that there was approximately $27 million of non-cash activity related to the
recapitalization of equity due to the reverse merger transaction. Additionally, we settled a note payable as a contribution to
equity for $170,000. During the year ended December 31, 2022, we recognized a subscription receivable of $200,000 in exchange for
equity, we recognized a member contribution of approximately $518,000 in exchange for an intangible asset purchase, and we also
recognized member contributions of $4,506,000 in exchange for the extinguishment of loans payable.

 Cash
Payments for Interest and Income Taxes. We had approximately $578,000 and 219,000 of cash payments for interest expense for the years
ended December 31, 2023 and 2022, respectively. There were no cash payments for income taxes for the years ended December 31, 2023 and
2022, respectively.

 Critical
Accounting Policies and Estimates

 Our
significant accounting policies are more fully described in the notes to our consolidated financial statements. Those material accounting
estimates that we believe are the most critical to an investor's understanding of our financial results and condition are discussed
immediately below and are particularly important to the portrayal of our financial position and results of operations and require the
application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain
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 our management and external specialists. We recognize 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.

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. We evaluate 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. We have two reporting units,
Trucking and Digester.

 We
assess 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, we recognized goodwill of $26,880,916 for the
Digester reporting unit. As a result of the financial performance of our Digester Segment, we 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, we 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 during the year ended December 31, 2023.

Instruments

 We
evaluate our 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 " ("ASC 815") and ASC 480 "Distinguishing Liabilities from
Equity" ("ASC 480"). The assessment considers whether the convertible instruments are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the convertible instruments meet all of the
requirements for equity classification under ASC 815, including whether the convertible instruments are indexed to our own ordinary shares
and whether the instrument holders could potentially require "net cash settlement" in a circumstance outside of our control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the
time of the instrument's issuance, and as of each subsequent balance sheet date while the instruments are outstanding. If the classification
changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

 Embedded
conversion options and any related freestanding instruments are recorded as a discount to the host instrument. We allocate proceeds based
on the relative fair values of the debt and equity components. The accounting treatment of derivative financial instruments requires
that we 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. We 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.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet financing arrangements.

 Contractual
Obligations

 As
a smaller reporting company we are not required to provide the information required by this Item.

 ITEM
 7A.
 Quantitative
 and Qualitative Disclosures About Market Risk

 As
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled
disclosure reporting obligations and therefore are not required to provide the information requested by this Item 7A.

 ITEM
 8.

 Financial
 Statements

 Our
Consolidated Financial Statements are on pages F-1 through F-39.

 ITEM
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosures

 None.

 ITEM
 9A.

 Controls
 and Procedures

 Disclosure
Controls and Procedures

 As
required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer
evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as
of the end of the period covered by this Report. Based on this evaluation, these officers concluded that as of the
end of the period covered by this Report, these disclosure controls and procedures were not effective.

 The
conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal
control over financial reporting as identified below under the heading "Management's Report on Internal Control Over Financial
Reporting." Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses
are remediated.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdown can occur because of simple error or mistake.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) for our company. Our internal control over financial reporting is designed to provide reasonable assurance,
not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America,
and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions and that the degree of compliance with the policies or procedures may deteriorate.

 Our
management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation
of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation
of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion
on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective
as at December 31, 2023 due to the following material weaknesses.

 We
 have not established adequate financial reporting processes or monitoring activities to ensure adequate financial reporting and to
 mitigate the risk of management override, specifically because there are few employees and only two officers with management functions
 and therefore there is lack of segregation of duties.

 An
 outside consultant assists in the preparation of the annual and quarterly financial statements and partners with us to ensure compliance
 with U.S. GAAP and SEC disclosure requirements.

 We
 did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties over
 complex transactions.

 We
plan to take steps to enhance and improve the design of our internal controls over financial reporting when our company has
sufficient staff to allocate responsibilities. During the period covered by this Report, we have not been able to remediate the
material weaknesses identified above. To remediate such weaknesses, we plan to appoint additional qualified personnel to address
inadequate segregation of duties and ineffective risk management once our financial resources will support the required staffing
level. These remediation efforts are largely dependent upon our company securing additional financing to
cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be
adversely effected in a material manner.

 This
Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in
this Report.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.

 Changes
In Internal Control Over Financial Reporting.

 There
were no changes in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 The term
"internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:

 (a)

 Pertain to the maintenance
 of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

 (b)

 Provide reasonable assurance
 that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
 principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management
 and directors of the registrant; and

 (c)

 Provide reasonable assurance
 regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could
 have a material effect on the financial statements.

 ITEM
 9B.

 Other
 Information

 Trading Plans

 During the three months ended
December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule
10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation
S-K.

 ITEM 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 PART
III

 ITEM
 10.

 Directors,
 Executive Officers and Corporate Governance

Officers and Directors

 The
following table provides information regarding our executive officers and directors:

 Name

 Age

 Position(s)

 Executive Officers

 Glen Miller

 Chairman, Chief Executive Officer and President

 Michael Jansen

 Chief Financial Officer and Secretary

 Jeffrey Rizzo

 Chief Operating Officer, Director

 Directors

 Richard Berman

 Frank E. Celli

 Ajay Sikka

Officers

 Glen
Miller has been our Chief Executive Officer since May 2023 upon the acquisition of Titan Trucking. Mr. Miller has been a part of the
Titan Trucking team since 2022. Mr. Miller has over 48 years of experience in the solid waste
collection, transportation and disposal business working for both private and public companies. Throughout his executive career, Mr.
Miller has been instrumental in successfully acquiring and integrating over 100 waste service companies. Since January 2020, Mr.
Miller has been owner and sole member of Solid Waste Resources LLC, a waste consulting firm. From 2014 to January 2020, Mr. Miller
was the owner and Chief Executive Officer of Gold Medal Environmental Services, Inc., a solid waste and recycling company based in
New Jersey.

 Jeffrey
Rizzo has been our Chief Operating Officer since May 2023 upon the acquisition of Titan Trucking. Mr. Rizzo founded Titan in 2017, where
he served as President until May 2023. Mr. Rizzo has over 25 years of experience in the solid waste collection, transportation and
disposal business working for private companies. Throughout his career, Mr. Rizzo has been successful in acquiring and integrating
multiple waste companies.

 Michael
Jansen has been our Chief Financial Officer since May 2023, upon the acquisition of Titan Trucking. Mr. Jansen has
30 years of experience in the solid waste collection, transportation, disposal and recycling business working for both public and
private companies. Mr. Jansen spent over 14 years working for Waste Management, Inc. as the Regional VP of Finance for the Michigan
marketplace. Throughout his career, Mr. Jansen has been involved in the acquisition of several waste companies. From September 2016
to April 2023, Mr. Jansen was Director Finance Operations of GFL Environmental USA, Inc. (GFL:NYSE), a diversified waste management
company with operations across North America, where he was involved with various financial matters, including overseeing financial
performance and reporting. Mr. Jansen earned a Bachelor's Degree in Accounting from Wayne State University and is a Certified
Public Accountant.

 Directors

 Richard
Berman was appointed as a director of our company in April 2021. Mr. Berman's business
career spans over 35 years of venture capital, senior management, and merger & acquisitions experience. In the past five years, Mr.
Berman has served as a director of many public and private companies. Currently, he is a director of five public companies - Cryoport
Inc. ("Cryptoport"), a cold chain logistics company; ComSovereign Holding Corp., a U.S.-based developer of 4G LTE advanced
and 5G communication systems; BioVie Inc., a clinical-stage drug development company; Advaxis Inc. ("Advaxis"), a clinical-stage
biotechnology company; and Cuentas, Inc., a provider of mobile banking and payment solutions serving Latino and Hispanic consumers. Over
the last decade he has served on the board of five companies that have reached over $1 billion in market capitalization - Cryoport, Advaxis,
EXIDE, Internet Commerce Corporation, and Ontrak (Catasys). Previously, Mr. Berman worked at Goldman Sachs, and as Senior Vice President
of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments. Subsequently, he created the largest battery
company in the world in the 1980's, by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); and he
helped create SoHo, NYC by developing five buildings. He advised on over $4 billion of M&A transactions, completing over 300 deals.
Mr. Berman is a past director of the Stern School of Business of NYU where he obtained his B.S. and M.B.A. degrees. He also has U.S.
and foreign law degrees from Boston College and the Hague Academy of International Law.

 Frank
E. Celli was appointed as a director of our company in March 2023. Mr. Celli has been in the
waste and recycling industry for 35 years. Over the course of his career, he has been an owner and Chief Executive Officer of multiple
solid waste companies, with experience in numerous facets of the industry, including waste collection, transfer station operations, landfill
operations and recycling operations. Mr. Celli was co-founder and Chief Executive Officer of Interstate Waste Services from 2000 to 2006.
Since May 2022, Mr. Celli has served as Managing Member of FC Advisory, a management consulting company, and, since 2020, Mr. Celli has
served as a consultant and strategic corporate advisor at Direct Waste Services, Inc., a solid waste collection and recycling company,
positions that Mr. Celli continues to hold. From August 2015 until November 2020, Mr. Celli served as Chief Executive Officer and from
August 2015 until March 2022, Mr. Celli served as Chairman of the Board, of BioHitech Global, Inc. (Nasdaq: BHTG), a waste reduction
and technology company that was rebranded to Renovare Environmental, Inc. (Nasdaq: RENO) in December 2021. Over the course of his career,
Mr. Celli has completed over 50 acquisitions and spearheaded multiple exits. Mr. Celli has a Bachelor of Science degree from Pace University
Lubin School of Business.

 Ajay
Sikka was appointed as a director of our company in July 2017. From July 2017 until May 2023, Mr. Sikka served as our Chief Executive
Officer, President, and Chief Financial Officer. From May 2014 until July 2017, Mr. Sikka served as Chief Executive Officer of OmniM2M,
Inc., an IioT hardware, software and services company. From March 2011 until July 2017, Mr. Sikka served as Chief Executive Officer of
TraQiQ Solutions, Inc., a technology provider that is focused on providing software products, services and support to enterprise customers,
including Microsoft, Staples, Accenture, and Pactera. From April 2004 to February 2011, Mr. Sikka served as Senior Director at Microsoft
Corp. ("Microsoft"), a technology software company, where he worked on multiple teams, including Law & Corporate affairs,
Central IT, and Business Strategy. Mr. Sikka also managed Microsoft's CloudCRM team that provided Customer Relationship Management
(CRM) services within Microsoft. From April 2000 to March 2004, Mr. Sikka served as Chief Executive Officer of IndiaHQ Solutions, Inc.,
a content provider (Websites, newspapers, Yellow pages) for the South Asian community. From April 1996 to April 2000, Mr. Sikka served
as Group Manager at Microsoft where he drove Microsoft's internet business and content management initiatives with telecommunications
and Internet service providers. Mr. Sikka is an active angel investor and board of director member for startup companies and new ventures
in the Seattle area.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

 1.

 any
 bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer
 either at the time of the bankruptcy or within two years prior to that time;

 2.

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 3.

 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking
 activities or to be associated with any person practicing in banking or securities activities;

 4.

 being
 found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities
 or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being
 the subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently
 reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,
 any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire
 fraud or fraud in connection with any business entity; or

 6.

 being
 the subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,
 any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
 or persons associated with a member.

 Board
Composition and Structure

 Our
business and affairs are managed under the direction of our board of directors, which currently consists of five members. The term of
service for each director is until his or her successor is elected at our annual meeting or his or her death, resignation or removal,
whichever is earliest to occur.

 While
we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended
by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant
mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. As set forth in our
corporate governance guidelines, when considering whether directors and nominees have the experience, qualifications, attributes or skills,
taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and
structure, the board of directors focuses primarily on each person's background and experience as reflected in the information
discussed in each of the directors' individual biographies set forth above. We believe that our directors and director nominees
will provide an appropriate mix of experience and skills relevant to the size and nature of our business.

 Our
board of directors expects a culture of ethical business conduct. Our board of directors encourages each member to conduct a self-review
to determine if he or she is providing effective service with respect to both our company and our stockholders. Should it be determined
that a member of our board of directors is unable to effectively act in the best interests of our stockholders, such member would be
encouraged to resign.

 Board
Leadership Structure

 Our corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman
of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure is in the best
interests of our company. Glen Miller currently serves as our Chief Executive Officer and Chairman of the Board.

 As
Chairman of the Board, Mr. Miller's key responsibilities include facilitating communication between our board of directors
and management, assessing management's performance, managing board members, preparation of the agenda for each board meeting, acting
as chair of board meetings and meetings of our company's stockholders and managing relations with stockholders, other stakeholders
and the public.

 We
will take steps to ensure that adequate structures and processes are in place to permit our board of directors to function independently
of management. The directors will be able to request at any time a meeting restricted to independent directors for the purposes of discussing
matters independently of management and are encouraged to do so should they feel that such a meeting is required.

 Committees
of our Board of Directors

 We
currently do not have a formal audit committee, a compensation committee or a nominating and corporate governance committee. As our business expands, and if we seek to list our common stock on a national
exchange, our board of directors will evaluate the necessity of such committees.

 Audit
Committee

 We intend to establish an audit committee of the board of directors consisting
of "independent directors" for purposes of serving on an audit committee under Rule 10A-3 under the Exchange Act and NYSE
American rules and will include an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation
S-K under the Securities Act. The audit committee may be responsible for, among other matters:

 appointing,
 retaining and evaluating our independent registered public accounting firm and approving all services to be performed by them;

 overseeing
 our independent registered public accounting firm's qualifications, independence and performance;

 overseeing
 the financial reporting process and discussing with management and our independent registered public accounting firm the interim
 and annual financial statements that we file with the SEC;

 and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory
 requirements;

 establishing
 procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing
 matters; and

 and approving related person transactions.

 Compensation
Committee

 We intend to establish a compensation committee of the board of directors
consisting of "independent directors" under the rules of the NYSE American and the definition of non-employee director under
Rule 16b-3 promulgated under the Exchange Act. The compensation committee may be responsible for, among other matters:

 key employee compensation goals, policies, plans and programs;

 and approving the compensation of our directors, chief executive officer and other executive officers;

 producing
 an annual report on executive compensation in accordance with the rules and regulations promulgated by the SEC;

 and approving employment agreements and other similar arrangements between us and our executive officers; and

 administering
 our stock plans and other incentive compensation plans.

 Nominating
and Corporate Governance Committee

 We intend to establish a nominating and corporate governance committee
of the board of directors consisting of "independent directors" under the rules of the NYSE American, which may be responsible
for, among other matters:

 determining
 the qualifications, qualities, skills and other expertise required to be a director and developing and recommending to the board
 for its approval criteria to be considered in selecting nominees for director;

 identifying
 and screening individuals qualified to become members of our board of directors, consistent with criteria approved by our board of
 directors;

 overseeing
 the organization of our board of directors to discharge our board's duties and responsibilities properly and efficiently;

 the committee structure of the board of directors and the composition of such committees and recommending directors to be appointed
 to each committee and committee chairmen;

 identifying
 best practices and recommending corporate governance principles; and

 developing
 and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us.

 Other
Committees

 Our
board of directors may establish other committees as it deems necessary or appropriate from time to time.

Term Limits

 Our
board of directors has not adopted policies imposing an arbitrary term or retirement age limit in connection with individuals serving
as directors as it does not believe that such a limit is in the best interests of our company. Our board of directors will annually review the composition of our board of directors, including the age and tenure of individual directors. Our board
of directors will strive to achieve a balance between the desirability of its members having a depth of relevant experience, on the one
hand, and the need for renewal and new perspectives, on the other hand.

 Risk
Oversight

 Our
board of directors oversees the risk management activities designed and implemented by our management. The full board of directors also considers
specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, our
board of directors regularly receives detailed reports from members of our senior management and other personnel that include assessments
and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

 Code
of Ethics

 Our
board of directors has adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial
officer and principal accounting officer. Our Code of Ethics will be available on our website at www. TitanCares.com by clicking
on "Investor Relations." If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend
to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code
of Ethics that apply to our principal executive officer, financial and accounting officers by posting the required information on our
website at the above address within four business days of such amendment or waiver. The information on our website is not part of this
prospectus.

 Our
board of directors, management and all employees of our company are committed to implementing and adhering to the Code of Ethics. Therefore,
it is up to each individual to comply with the Code of Ethics and to be in compliance of the Code of Ethics. If an individual is concerned
that there has been a violation of the Code of Ethics, he or she will be able to report in good faith to his or her superior. While a
record of such reports will be kept confidential by our company for the purposes of investigation, the report may be made anonymously
and no individual making such a report will be subject to any form of retribution.

 Delinquent Section
16(a) Reports

 Section
16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock
to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on
review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2023 filed with the SEC,
all required Section 16 reports under the Exchange Act for our directors, executive officers and beneficial owners of greater than 10%
of our common stock were filed on a timely basis during the year ended December 31, 2023, except for late Form 3 filings for: (i) Frank
Celli, (ii) Glen Miller, (iii) Michael Jansen, (iv) Jeffrey Rizzo, (v) Titan Holdings 2, LLC, and (vi) Titan 5, LLC, and late Form 4
filings reporting (i) two transactions by Glen Miller and (ii) one transaction Frank Celli. As of the date of the filing of this annual
report, all such Form 3s and Form 4s have been filed.

 ITEM
 11.

 Compensation

 Summary
Compensation Table

 The
following table provides for the fiscal years indicated below certain summary information concerning compensation awarded to, earned
by or paid to the individuals who served as "named executive officers" in fiscal 2023. "Officer" is defined in
Rule 16a-1 of the Exchange Act to include those who perform a policy-making function, and "named executive officers" are
defined by Item 402 of Regulation S-K to be the principal executive officer, the principal financial officer, and the other three most
highly compensated executive officers, each of whose total compensation for the last fiscal year exceeded $100,000.

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards
 (1)

 All Other Compensation

 Total

 Glen Miller (2)

 2023

 $
 295,000

 $
 —

 $

 (3)

 $
 4,500

 $
 299,500

 Chairman, Chief Executive Officer and President

 2022

 —

 —

 —

 —

 —

 Michael Jansen (2)

 2023

 —

 —

 3,000

 203,000

 Chief Financial Officer and Secretary

 2022

 —

 —

 —

 —

 —

 Jeffrey Rizzo (2)

 2023

 275,000

 —

 —

 4,500

 279,500

 Chief Operating Officer

 2022

 —

 —

 —

 —

 —

 Ajay Sikka

 2023

 $

 —

 —

 —

 Former Chief Executive Officer and Chief Financial Officer (4)

 2022

 $
 157,500

 —

 $
 47,188

 —

 $
 204,688

 (1)

 See Note 15 – "Stock-Based Compensation" of the financial
statements included in this Annual Report for a detailed description of the assumptions that we used in determining the dollar amounts
recognized for financial statement reporting purposes of our stock awards.

 (2)

 This
 individual became an officer of our company on May 19, 2023.

 (3)

 On May 19, 2023, we agreed to award 70,100 shares of Series A Preferred
Stock that vested immediately to Mr. Miller, and as a result recorded $5,586,796 of stock-based compensation (See Note 14 – Stockholders'
Equity). On September 28, 2023, we agreed with Mr. Miller for the cancellation of such award and the shares of Series A Preferred Stock
were rescinded. In consideration of the cancellation, we agreed to issue to Mr. Miller ten-year stock options to acquire a number of shares
of common stock in order to provide Mr. Miller with an equity interest commensurate with the value of the original stock award. When issued,
such options will have an exercise price equal to the sale price of the common stock in our next public offering of common stock.

 (4)

 Mr.
 Sikka served as our Chief Executive Officer and Chief Financial Officer prior to his resignation from such offices on May 19,
 2023.

 Employment
Contracts and Potential Payments Upon Termination or Change in Control

 On
May 15, 2023, we entered into a five-year employment agreement with Michael Jansen, our Chief Financial Officer. On May 19, 2023, we
entered into five-year employment agreements with Glen Miller, our Chief Executive Officer, and Jeffrey Rizzo, our Chief Operating Officer.

 The
following is a summary of the compensation arrangements set forth in each employment agreement described above:

 Title

 Annual Base
 Salary

 Initial
 Restricted
 Stock Grant
 in Shares

 Glen Miller

 Chairman, Chief Executive Officer, and President

 $
 295,000

 7,948,753

 Jeffrey Rizzo

 Chief Operating Officer

 275,000

 7,948,753

 Michael Jansen

 Chief Financial Officer and Secretary

 500,000

 As
an incentive to commence employment with us, pursuant to such agreements, we agreed to issue to each of Messrs. Miller and Rizzo a restricted
stock award of 7,948,753 shares of common stock and to Mr. Jansen a restricted stock award of 500,000 shares of common stock, all in
accordance with our 2023 equity incentive plan. Such shares of common stock shall vest annually in five equal installments over five
years. Additionally, as an incentive to commence employment with Mr. Jansen, we agreed to pay Mr. Jansen a signing bonus of $50,000,
payable in five equal monthly installments commencing on the 120 th day of employment. As of December 31, 2023 and the date of this report, none of the awards mentioned in this paragraph have been issued.

 In
addition, if for any fiscal year during the term of such agreements, our net revenues, exclusive of extraordinary one-time revenues,
exceed the Base Amount (as defined below), then commencing on January 1 of the next succeeding fiscal year, each of Messrs. Jansen's,
Miller's and Rizzo's base salary will be increased by 10% for every $50,000,000 of annual revenue we achieved in such fiscal
year over the Base Amount. For purposes of the employment agreements, the "Base Amount" will initially be $100,000,000 and
will be adjusted each January 1 during the term of the agreements to the amount, rounded down to the next increment of $50,000,000, by
which the amount of our net revenues, exclusive of extraordinary one-time revenues, for the prior fiscal year exceeded the Base Amount
for such fiscal year. In addition to base salary, each of Messrs. Jansen, Miller and Rizzo will be eligible to participate in a yearly
discretionary performance-based bonus plan, in accordance with a bonus plan approved by our board of directors, with the bonus target
in each calendar year equal to 45% of the executive's base salary for Mr. Miller and Mr. Rizzo and equal to 15% of the executive's
base salary for Mr. Jansen. The bonuses will be based upon agreed-upon goals and milestones being met by the executive.

 Under
each of these employment agreements, Messrs. Jansen, Miller and Rizzo will be entitled to severance in the event we terminate his employment
without Cause (as defined in the employment agreement), or he resigns from his employment for Good Reason (as defined in the employment
agreement). The severance amount for each of Messrs. Miller and Rizzo would be (i) his pro rata base salary through the date of termination,
and (ii) a severance amount equal to 12 months' salary. The severance amount for Mr. Jansen would be (i) his pro rata base salary
through the date of termination, and (ii) a severance amount equal to six months' salary.

 Each
employment agreement also contains standard employee agreements containing customary confidentiality restrictions and work-product provisions,
as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

 Board of Directors Compensation

 No compensation was paid
to our non-employee directors for services rendered during the year ended December 31, 2023. Directors who are employees of our company
or of any of our subsidiaries receive no additional compensation for serving on our Board of Directors or any of its committees.

 In 2024, we intend to adopt
a program regarding compensation to our non-employee directors. The director compensation program may include compensation to our non-employee
directors in cash, equity, or a combination of the two.

 Compensation Committee Interlocks and Insider Participation

 None of our executive officers
currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of another entity
that had one or more of its executive officers serving as a member of our board of directors or compensation committee. None of the members
of our compensation committee, when appointed, will have at any time been one of our officers or employees.

Incentive Plan

 2023
Equity Incentive Plan. On October 10, 2023, our board of directors approved, and on or about October 10, 2023 our stockholders
approved, the 2023 Stock Incentive Plan (the "2023 Plan") to provide an additional means to attract, motivate, retain and
reward selected employees and other eligible persons. Effective January 10, 2024 and in conjunction with the reincorporation, the 2023 Plan was adopted.

 Purpose.
 The purpose of our 2023 Plan is to encourage and enable our and our affiliates' officers, employees, directors and other key
persons (including consultants and prospective employees) upon whose judgment, initiative and efforts we largely depend for the successful
conduct of our business to acquire a proprietary interest in our company.

 Eligibility.
 Participants in our 2023 Plan may include full or part-time officers, employees, directors and key persons (including advisors and
consultants) of our company or our affiliates who are selected to receive awards from time to time by the administrator in its sole discretion.

 Administration.
 Our 2023 Plan will be administered by the compensation committee of our board of directors, or, if at any time our compensation committee
is not in existence, our board of directors. In addition, to the extent applicable law permits, our board of directors may delegate any
of its authority under our 2023 Plan to another committee or one or more officers, and our compensation committee may delegate any of
its authority hereunder to a sub-committee or to one or more officers, except that no such delegation is permitted with respect to awards
made to individuals who are subject to Section 16 of the Exchange Act unless the delegation is to another committee consisting entirely
of "nonemployee directors" within the meaning of Rule 16b-3 of the Exchange Act. Subject to the provisions of our 2023 Plan,
the administrator has the power to administer the plan, including but not limited to, the power to select the eligible officers, employees,
directors, and key employees to whom awards are granted; to determine the number of shares to be covered by each award; to determine
the terms and conditions of any award and to amend any outstanding award.

 Authorized
Shares. A total of 32,500,000 shares of our common stock are authorized for issuance under our 2023 Plan. The 2023 Plan does not
have a limitation on the number of authorized shares that may be issued pursuant to incentive stock options. The shares available for
issuance may be authorized but unissued shares or shares reacquired by us and held in its treasury. The share reserve under our 2023
Plan is depleted by the maximum number of shares, if any, that may be issuable under an award as determined at the time of grant. However,
awards that may only be settled in cash (determined at the time of grant) do not deplete the share reserve.

 If
(i) an award lapses, expires, terminates or is cancelled without the issuance of shares, (ii) it is determined during or at the conclusion
of the term of an award that all or some portion of the shares with respect to which the award was granted will not be issuable on the
basis that the conditions for such issuance will not be satisfied, (iii) shares are forfeited under an award, (iv) shares are issued
under any award and we subsequently reacquire them pursuant to rights reserved upon the issuance, (v) an award or a portion thereof is
settled in cash, or shares are withheld by us in payment of the exercise price or withholding taxes of an award, then such shares will
be recredited to the reserve and may again be used for new awards. However, shares recredited to reserve pursuant to clause (iv) in the
preceding sentence may not be issued pursuant to incentive stock options.

 Adjustments
to Shares. If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar change in our capital stock, the outstanding shares are increased or decreased or are exchanged for a different
number or kind of shares or other securities of our company, or additional shares or new or different shares or other securities of our
company or other non-cash assets are distributed with respect to such shares or other securities, or, if, as a result of any merger,
consolidation or sale of all or substantially all of our assets, the outstanding shares are converted into or exchanged for a different
number or kind of securities of our company or any successor entity (or a parent or subsidiary thereof), the administrator will make
an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under our 2023 Plan; (ii) the number
and kind of shares or other securities subject to any then outstanding awards under our 2023 Plan; and (iii) the exercise price for each
share subject to any then outstanding stock options. The administrator also may adjust the number of shares subject to outstanding awards
and the exercise price and the terms of outstanding awards to take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or any other event if it is determined by the administrator
that such adjustment is appropriate to avoid distortion in the operation of our 2023 Plan, subject to the limitations described in our
2023 Plan.

 Effect
of a Sale Event. Unless otherwise provided in an award or other agreement, upon a "sale event," if the successor
or surviving corporation (or parent thereof) so agrees, then, without the consent of any holder of an award (or other person with rights
in an award), some or all outstanding awards may be assumed, or replaced with the same type of award with similar terms and conditions,
subject to adjustments described in our 2023 Plan, by the successor or surviving corporation (or parent thereof) in the sale event. A
"sale event" is generally defined for this purpose as (i) any person becoming the beneficial owner of 50% or more of the
combined voting power of our then-outstanding securities (subject to exceptions and other limitations scribed in our 2023 Plan), (ii)
our stockholders approving a plan of complete liquidation or dissolution of our company, (iii) the consummation of (a) an agreement for
the sale or disposition of all or substantially all of our assets (other than to certain excluded persons), (b) a merger, consolidation
or reorganization of our company with or involving any other corporation (subject to specified exceptions), or (iv) a change in the majority
of our board of directors that is not approved by a supermajority of the existing board. More detailed descriptions and additional information
on limitations relating to each of these sale events is are in our 2023 Plan.

 If,
after a sale event in which the awards are assumed or replaced, the award holder experiences a termination event as a result of a termination
of service without cause, due to death or disability, or as a result of a resignation for good reason, in each case within 24 months
after a sale event, then the award holder's awards will be vested in full or deemed earned in full (assuming target performance,
if applicable).

 To
the extent the awards are not assumed or replaced in the sale event, then, (i) each option will become immediately and fully vested and,
unless the administrator determines otherwise, will be canceled on the sale event in exchange for a cash payment equal to the excess
of the price paid in the sale event over the exercise price of the option, and all options with an exercise price lower than the price
paid in the sale event will be canceled for no consideration, (ii) restricted stock and restricted stock units (not subject to performance
goals) will be vested in full and settled, along with any accompanying dividend equivalent units, and (iii) all awards subject to performance
goals with outstanding performance periods will be canceled in exchange for a cash payment equal to the amount that would have been due
under the award if performance had been satisfied at the better of target or the performance trend through the sale event.

 Solely
with respect to awards granted on and after the completion of this offering, and except as otherwise expressly provided in any agreement
with an award holder, if the receipt of any payment by an award holder under the circumstances described above would result in the payment
by the award holder of any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall
be reduced to the extent required to prevent the imposition of such excise tax.

 Limit
on Director Awards. The maximum value of awards granted during a single fiscal year to any non-employee director, taken together
with any cash fees paid during the fiscal year to the non-employee director in respect of the director's service as a member of
our board of directors during such year (including service as a member or chair of any committees of the board), shall not exceed $250,000
in any calendar year, although our board of directors may, in its discretion, make exceptions to the limit in extraordinary circumstances.

 Types
of Awards. Awards under our 2023 Plan may consist of incentive stock options, non-qualified stock options, restricted stock
awards, unrestricted stock awards, restricted stock units, or any combination of those awards. Some provisions of our 2023 Plan relating
to these award types are summarized below.

 Stock
Options. A stock option is an award entitling the recipient to acquire shares, at such exercise price as determined by the
administrator (which may not be lower than the fair market value of the underlying shares on the date of grant) and subject to such restrictions
and conditions as the administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service
relationship) and/or achievement of pre-established performance goals and objectives. Stock options granted under our 2023 Plan may be
either non-qualified stock options or incentive stock options. Incentive stock options may be granted only to our employees or employees
of our subsidiaries, and must certain requirements specified in our 2023 Plan and the Code. Stock options will become exercisable at
such time or times as determined by the administrator at or after the grant date and set forth in the stock option agreement. The administrator
may at any time accelerate the exercisability of all or any portion of any stock option.

 Restricted
Stock. A restricted stock award is a grant (or sale, at such purchase price as determined by the administrator) of shares
that are subject to such restrictions and conditions as the administrator may determine at the time of grant. Conditions may be based
on continuing employment (or other service relationship) or achievement of pre-established performance goals and objectives. The terms
and conditions of each such agreement shall be determined by the administrator.

 Unrestricted
Stock. The administrator may grant (or sell at par value or such higher purchase price determined by the administrator) unrestricted
shares, in respect of past services, in exchange for cancellation of a compensation right, as a bonus, or any other valid consideration,
or in lieu of any cash compensation due to such individual.

 Restricted
Stock Units and Dividend Equivalent Units. The administrator may grant restricted stock units representing the right to receive
a future payment of cash, the amount of which is determined by reference to our shares, shares or a combination of cash and shares. The
administrator will determine all terms and conditions of an award of restricted stock units, including but not limited to the number
granted, in what form they will be settled, whether performance goals must be achieved for the restricted stock units to be earned, the
length of any vesting or performance period and the date of payment, and whether the grant will include dividend equivalent units. The
administrator will determine all terms and conditions of an award of dividend equivalent units, including whether payment will be made
in cash or shares. However, no dividend equivalent units may be paid with respect to restricted stock units that are not earned or that
do not become vested.

 Termination
of Employment or Service. Except as otherwise provided in any award agreement or an award holder's employment offer
letter, severance letter or services agreement, or as determined by administrator at the time of the award holder's termination
of employment or service:

 If
 the termination is for cause, the award holder will forfeit all outstanding awards immediately upon termination and will not be permitted
 to exercise any stock options following termination.

 If
 the termination is due to the award holder's death or disability (when the award holder could not have been terminated for
 cause), the award holder will forfeit the unvested portion of any award, and any vested stock options will remain exercisable until
 the earlier of the original stock option expiration date or 12 months from the date of termination.

 If
 the termination was for any reason other than cause, death or disability (when the award holder could not have been terminated for
 cause), the award holder will forfeit the unvested portion of any award, and any vested stock options will remain exercisable until
 the earlier of the original stock option expiration date or three months from the date of termination.

 Term
of Plan and Plan Amendments. Our 2023 Plan will continue until all shares reserved for issuance under our 2023 Plan have been
issued, or, if earlier, until such time as the administrator terminates our 2023 Plan as described below. No incentive stock options
may be granted after the ten (10) year anniversary of the date of stockholder approval of our 2023 Plan unless the stockholders have
approved an extension.

 Our
board of directors may, at any time, amend, terminate or discontinue our 2023 Plan, except that our stockholders must approve any amendment
to the extent approval is required by Section 16 of the Exchange Act, the Code, the listing requirements of any principal securities
exchange or market on which our shares are then traded or any other applicable law. In addition, stockholders must approve any amendment
to our 2023 Plan that would materially increase the number of shares reserved (except as permitted by the adjustment provisions of our
2023 Plan) or that would diminish the protections afforded by the anti-repricing provisions of our 2023 Plan.

 Any
termination of our 2023 Plan will not affect the authority of our board of directors and the administrator to administer outstanding
awards or affect the rights of award holders with respect to awards previously granted to them.

 Award
Amendments, Cancellation and Disgorgement. Subject to the anti-repricing and other requirements of our 2023 Plan, the administrator
may modify, amend or cancel any award. However, except as otherwise provided in our 2023 Plan or an award agreement, the consent of the
award holder is required to any amendment that materially diminishes the holder's rights under the award. Our 2023 Plan includes
exceptions to the consent requirement for actions necessary to comply with applicable law or the listing requirements of securities exchanges,
to preserve favorable accounting or tax treatment of any award for our company or to the extent the administrator determines that an
action does not materially and adversely affect the value of the award or is in the best interest of the affected award holder or any
other person who has an interest in the award.

 The
administrator has full power and authority to terminate or cause an award holder to forfeit an award, and require an award holder to
disgorge to us, any gains attributable to the award, if the award holder engages in any action constituting, as determined by the administrator
in its discretion, cause for termination, or a breach of any award agreement or any other agreement between the award holder and us or
one of our affiliates concerning noncompetition, non-solicitation, confidentiality, trade secrets, intellectual property, non-disparagement
or similar obligations. In addition, any awards granted pursuant to our 2023 Plan, and any shares issued or cash paid pursuant to an
award, will be subject to any recoupment or claw-back policy that is adopted by us from time to time, or any recoupment or similar requirement
otherwise made applicable to us by law, regulation or listing standards.

 Repricing
and Backdating Prohibited. Notwithstanding anything in our 2023 Plan to the contrary, and except for the adjustments provided
for in our 2023 Plan, neither the administrator nor any other person may (i) amend the terms of outstanding stock options to reduce the
exercise or grant price of such outstanding stock options; (ii) cancel outstanding stock options in exchange for stock options with an
exercise or grant price that is less than the exercise or grant price of the original stock options; or (iii) cancel outstanding stock
options with an exercise or grant price above the current fair market value of a share in exchange for cash or other securities. In addition,
the administrator may not make a grant of a stock option with a grant date that is effective prior to the date the administrator takes
action to approve the award.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of December 31, 2023, there were no outstanding equity awards to our named executive officers.

 ITEM
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of March 29, 2024 by:

 each
 person known by us to be a beneficial owner of more than 5% of our outstanding common stock;

 each
 of our directors;

 each
 of our named executive officers; and

 all
 directors and executive officers as a group.

 The
amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination
of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security
if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or
"investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after
March 29, 2024. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be
deemed a beneficial owner of securities as to which he has no economic interest. Except as indicated by footnote, to our knowledge, the
persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially
owned by them.

 In
the table below, the percentage of beneficial ownership of our common stock and Series A Preferred Stock is based on 25,386,814
shares of our common stock and 630,900 shares of our Series A Preferred Stock (each share of Series A Preferred Stock convertible
into 100 shares of common stock) outstanding as of March 29, 2024. Unless otherwise noted below, the address of the persons listed
on the table is c/o Titan Environmental Solutions Inc. 300 E. Long Lake Road, Suite 100A, Bloomfield Hills, Michigan
48304.

 Stock

 A Preferred Stock

 Aggregate
 Voting Shares

 Name
 of Beneficial Owner

 No.
 of

 Percentage

 (%) (1)

 No.
 of

 % (2)

 No.
 of

 % (3)

 Named
 Executive Officers and Directors

 Glen
 Miller (4)

 1,308,048

 4.9

 %

 -

 1,308,048

 1.5

 %

 Jeffrey
 Rizzo (5)

 20,532,600

 44.7

 %

 205,326

 32.5

 %

 20,532,600

 23.2

 %

 Michael
 Jansen

 -

 -

 -

 -

 -

 -

 Richard
 Berman

 63,750

 *

 -

 -

 63,750

 *

 Frank
 E. Celli (6)

 1,308,048

 4.9

 %

 -

 -

 1,308,048

 1.5

 %

 Ajay
 Sikka (7)

 6,765,605

 26.7

 %

 -

 -

 6,765,605

 7.6

 %

 Officers and Directors as a Group (six persons)

 29,978,051

 65.3

 %

 205,326

 32.5

 %

 29,978,051

 33.8

 %

 5%
 Beneficial Owners

 Titan
 5, LLC (8)

 25,171,000

 49.8

 %

 251,710

 39.9

 %

 25,171,000

 28.4

 %

 Titan
 Holdings 2, LLC (9)

 15,982,600

 38.6

 %

 159,826

 25.3

 %

 15,982,600

 18.1

 %

 Swarn
 Thiara (10)

 1,278,839

 5.0

 %

 -

 -

 1,278,839

 1.4

 %

 Eleven
 11 Management LLC (11)

 1,613,106

 6.4

 %

 -

 -

 1,613,106

 1.8

 %

 William
 McCauley (12)

 1,403,700

 5.2

 %

 14,037

 2.2

 %

 1,403,700

 1.6

 %

 *

 less
 than 1%.

 (1)

 The
 ownership percentages in this column have been calculated on the basis of treating as outstanding for a particular person, all shares
 of our capital stock outstanding on March 29, 2024. On March 29, 2024, there were 25,386,814 shares of common stock and 630,900
 shares of our Series A Preferred Stock outstanding. Each outstanding share of Series A Preferred Stock is convertible into 100 shares
 of our common stock at any time at the election of the holder of such share. On March 29, 2024, there were also 176,443,628 Series
 A Rights and 20,236,601 Series B Rights outstanding. Each Series A Right and each Series B Right is exercisable for one share of common
 stock at any time at the election of the holder thereof; provided, however, that holders of Rights will not be able to exercise Rights
 and receive shares of our common stock upon such exercise to the extent that after giving effect to such issuance after exercise,
 the holder would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving
 effect to the issuance of shares of common stock issuable upon exercise of the applicable Right.

 To
 calculate a stockholder's percentage of beneficial ownership, we include in the numerator and denominator the common stock
 outstanding and all shares of common stock issuable to that person in the event of the exercise or conversion of outstanding options
 and other derivative securities, including our Series A Rights and Series B Rights and our Series A Preferred Stock, owned by that
 person that are exercisable or convertible within 60 days of March 29, 2024. If a person owns Rights that are not fully exercisable
 due to the Blocker Restriction applicable to such person, we have included in the calculation only the number of shares issuable
 upon the exercise of such Rights that, when added to the percentage ownership of the outstanding shares of common stock that such
 person owns giving effect to all other shares beneficially owned by such person, including shares issuable upon the exercise or conversion
 of other derivative securities that are exercisable or convertible within 60 days of March 29, 2024, that would bring such person's
 beneficial ownership to 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance
 of shares of common stock issuable upon exercise of the applicable Right. Common stock options and derivative securities held by
 other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership among
 our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment
 power for the shares listed opposite such person's name.

 (2)

 The
 ownership percentages in this column have been calculated on the basis of treating as outstanding for a particular person, all shares
 of our Series A Preferred Stock outstanding on March 29, 2024. On March 29, 2024, there were 630,900 shares of our Series A Preferred
 Stock outstanding.

 To
 calculate a stockholder's percentage of beneficial ownership of Series A Preferred Stock, we include in the numerator such
 persons number of shares of Series A Preferred Stock and in the denominator, the total number of shares of Series A Preferred Stock
 outstanding as of March 29, 2024.

 (3)

 The
 voting percentages in this column have been calculated on the basis of treating as outstanding for a particular person, all shares
 of our capital stock outstanding on March 29, 2024. On March 29, 2024, there were 25,386,814 shares of common stock and 630,900
 shares of our Series A Preferred Stock outstanding. Each outstanding share of Series A Preferred Stock is entitled to vote on any
 matter voted upon by holders of our common stock, on an as-converted basis, with each share of Series A Preferred Stock convertible
 into 100 shares of our common stock at any time at the election of the holder of such share. On March 29, 2024, there were also
 176,443,627 Series A Rights and 20,236,601 Series B Rights outstanding. Each Series A Right and each Series B Right is exercisable for one
 share of common stock at any time at the election of the holder thereof; provided, however, that holders of Rights will not be able
 to exercise Rights and receive shares of our common stock upon such exercise to the extent that after giving effect to such issuance
 after exercise, the holder would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately
 after giving effect to the issuance of shares of common stock issuable upon exercise of the applicable Right. The Series A Rights
 and the Series B Rights have no voting rights.

 To
 calculate a stockholder's voting percentage, we include in the numerator: (i) the number of shares of common stock issued to
 such stockholder, (ii) the number of votes that such stockholder is entitled to have pursuant to their ownership of shares of Series
 A Preferred Stock, and (iii) the shares of common stock issuable to such stockholder upon the exercise of outstanding Series A Rights
 and Series B Rights owned by that stockholder that are exercisable within 60 days of March 29, 2024. To calculate a stockholder's
 voting percentage, we include in the denominator: (i) the total number of shares of common stock outstanding as of March 29, 2024,
 (ii) the total number of votes that all stockholders are entitled to have pursuant to their ownership of shares of Series A Preferred
 Stock, and (iii) the shares of common stock issuable to such stockholder upon the exercise of outstanding Series A Rights and Series
 B Rights owned by that stockholder that are exercisable within 60 days of March 29, 2024. If a person owns Rights that are not
 fully exercisable due to the Blocker Restriction applicable to such person, we have included in the calculation only the number of
 shares issuable upon the exercise of such Rights that, when added to the percentage ownership of the outstanding shares of common
 stock that such person owns giving effect to all other shares beneficially owned by such person, including shares issuable upon the
 exercise or conversion of other derivative securities that are exercisable or convertible within 60 days of January 10, 2024, that
 would bring such person's beneficial ownership to 4.99% of the number of shares of our common stock outstanding immediately
 after giving effect to the issuance of shares of common stock issuable upon exercise of the applicable Right. Common stock options
 and derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating
 beneficial ownership among our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole
 voting power and sole investment power for the shares listed opposite such person's name.

 (4)

 785,213 shares of common stock issuable upon the exchange of Series A Rights. Does not include 464,787 shares of common stock issuable
 upon the exchange of additional Series A Rights as such Series A Rights may not be exchanged at any time that the holder beneficially
 owns 4.99% of the outstanding common stock.

 (5)

 shares of common stock issuable upon the conversion of 205,326 shares of Series A Preferred Stock.

 (6)

 These
 shares are owned directly by MVSR, LLC, a Nevada limited liability company ("MVSR"), and indirectly by Frank E. Celli
 in his capacity as the manager of MVSR. Represents
 785,213 shares of common stock issuable upon the exchange of Series A Rights. Does not include 43,894,604 shares of common stock
 issuable upon the exchange of additional Series A Rights as such Series A Rights may not be exchanged at any time that the holder
 beneficially owns 4.99% of the outstanding common stock.

 (7)

 Does
 not include 5,000,000 shares of common stock issuable upon the exchange of Series A Rights as such Series A Rights may not be exchanged
 at any time that the holder beneficially owns 4.99% of the outstanding common stock.

 (8)

 shares of common stock issuable upon the conversion of outstanding shares of Series A Preferred Stock. Michelle Rizzo, the sister
 in law of Jeffrey Rizzo, our Chief Operating Officer, is the managing member of Titan 5, LLC and, as a result, may be deemed to have
 voting and investment power with respect to the shares held by Titan 5, LLC. The address of Titan 5, LLC is 3279 Baron Drive, Bloomfield
 Hills, MI 48302.

 (9)

 shares of common stock issuable upon the conversion of shares of Series A Preferred Stock. Marilyn Rizzo, the mother of Jeffrey Rizzo,
 our Chief Operating Officer, is the managing member of Titan Holdings 2, LLC and, as a result, may be deemed to have voting and investment
 power with respect to the shares held by Titan Holdings 2, LLC. The address of Titan Holdings 2, LLC is 37106 Highview, New Baltimore,
 MI 48047.

 (10)

 The
 address of Swarn Thiara is 6704 126th Street SE, Snohmish, WA 98296.

 (11)

 Does
 not include 25,132,910 shares of common stock issuable upon the exchange of Series A Rights as such Series A Rights may not be exchanged
 at any time that the holder beneficially owns 4.99% of the outstanding common stock. Jeffrey Pazdro is the managing member of Eleven
 11 Management, LLC and, as a result, may be deemed to have voting and investment power with respect to the shares held by Eleven
 11 Management, LLC. The address of Eleven 11 Management, LLC is 156 W Saddle River Road, Saddle River, New Jersey 07458.

 (12)

 The
 address of William McCauley is 52780 Ansonia Way, Macomb, MI 48042. Represents shares of common stock issuable upon the conversion
 of 14,037 shares of Series A Preferred Stock.

 ITEM
 13.

 Certain
 Relationships and Related Transactions and Director Independence.

 Procedures
for Approval of Related Party Transactions

 A
"related party transaction" is any actual or proposed transaction, arrangement or relationship or series of similar transactions,
arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries
were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the
lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and
in which any related party had or will have a direct or indirect material interest. A "related party" includes:

 any
 person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

 any
 person who beneficially owns more than 5% of our common stock;

 any
 immediate family member of any of the foregoing; or

 any
 entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater
 beneficial ownership interest.

 While
our board of directors has not yet adopted a written related-party transactions policy, our board of directors will review all
material facts of all related-party transactions and either approve or disapprove entry into the related-party transaction, subject
to certain limited exceptions. In determining whether to approve or disapprove entry into a related-party transaction, our board of
directors shall take into account, among other factors, the following: (i) whether the related-party transaction is on terms no less
favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances; (ii) the
extent of the related party's interest in the transaction; and (iii) whether the transaction would impair the independence of
a non-employee director.

Party Transactions

 Other
than compensation arrangements for our named executive officers and directors, which we describe herein, the only related party transactions
to which we were a party during the years ended December 31, 2022 and 2023, since December 31, 2023, or any currently proposed related
party transaction, are as follows, each of which was entered into prior to the adoption of the approval procedures described above.

 On
multiple occasions, from 2017 thru 2022, Ajay Sikka, a director of our company and our former Chief Executive Officer, made loans to
us in amounts totaling $2,908,562. These loans were recorded as unsecured loans accruing interest at the rate of 15% annually. On December
31, 2022, the entirety of Mr. Sikka's loans were converted to common stock.

 On
September 13, 2018, Kunaal Sikka, the son of Ajay Sikka, made a loan to us in the amount of $15,000 that matured on December 31, 2019.
The loan was unsecured and accrued interest at the rate of 12% annually. The loan went into default on December 31, 2019, at which time
the interest rate increased to 18% annually in accordance with the loan terms. On June 25, 2021, the maturity date of the loan was extended
to December 31, 2022, and the interest rate was amended to accrue at the rate of 6% annually. On December, 31, 2022, the loan was repaid
in full.

 On
December 15, 2021, Kunaal Sikka, the son of Ajay Sikka, made a loan to us in the amount of $250,000 that matured on December 31, 2022.
The loan was unsecured and accrued interest at the rate of 15% annually. On December 31, 2022, the loan was repaid in full.

 On
January 3, 2017 and February 1, 2017, Swarn Singh, the father-in-law of Ajay Sikka, made loans to us in the amounts of $25,000 and $20,000,
respectively, each maturing on December 31, 2019. The loans were unsecured and accrued interest at a rate of 15% annually. The loans
went into default on December 31, 2019, at which time the interest rate was increased to 21% annually in accordance with the terms of
the loans. On December 31, 2022, both loans were repaid in full.

 On
December 15, 2021, Swarn Singh made a loan to us in the amount of $150,000 that matured on December 31, 2022. The loan was unsecured
and accrued interest at the rate of 15% annually. On December 31, 2022, the loan was repaid in full.

 On
June 15, 2021, Greg Rankich, one of our former directors, made a loan to us in the amount of $400,000 that matured on December 21, 2021.
As consideration for the loan, Mr. Rankich received 37,500 shares of our common stock. On January 5, 2023, Mr. Rankich transferred the
loan to an unaffiliated third party, which, in connection with that transaction, exchanged the loan with us for an 11% original issue
discount note in the original principal amount of $480,000 that matured on January 5, 2024.

 On
April 30, 2023, Titan Holdings 2, LLC, a major stockholder, made a loan to us in the amount of $805,470 that matures on April 30, 2028.
The interest rate on the loan was 10.5% for the period of April 30, 2023 through November 30, 2023 and then 13.00% commencing on December
1, 2023. Accrued interest is required to be paid on a monthly basis.

 On
June 13, 2023, we sold and issued a 20% original issue discount Senior Secured Promissory Note to Titan 5, LLC. The note has a principal
amount of $120,000, an annual interest rate of 10%, and a maturity date of June 13, 2024. The note contains 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 our equity, equity-linked securities, or debt securities into the consideration for such public
or private offering.

June 13, 2023 and June 24, 2023, we sold and issued two 20% original issue discount Senior Secured Promissory Notes to Glen Miller, our
Chief Executive Officer. The notes each have principal amounts of $240,000. The notes have an annual interest rate of 10% per annum and
maturity dates ranging from June 13, 2024 to July 24, 2024. The notes contain "rollover rights" conversion features that
enables the holder to convert all or part of the notes' principal and accrued interest in the event of a public offering or private
placement of our equity, equity-linked securities, or debt securities into the consideration for such public or private offering.

 In
July 2023, we entered into an exchange agreements with (i) Ajay Sikka pursuant to which Mr. Sikka exchanged 45,000 shares of our former
Series B Preferred Stock, 5,000,000 shares of common stock and a payment receivable from us for
unreimbursed advances in the amount of $100,000 for Series A Rights to acquire an aggregate of 11,500,000 shares of common stock,
and (ii) Glen Miller, our Chairman of the Board and Chief Executive Officer, pursuant to which Mr. Miller exchanged $62,500 principal
amount of our 20% OID Senior Secured Promissory Notes, and accrued interest thereon, for Series A Rights to acquire an aggregate of 1,2500,000
shares of common stock.

 On
July 20, 2023, we entered into an exchange agreement with Renovare Environmental, Inc. ("REI") pursuant to which REI exchanged
14,118,233 shares of our common stock and 1,250,000 shares of our former Series B Preferred Stock for Series A Rights and Series B Rights.
Following the closing of such transaction, we entered into certain settlement agreements on July 20, 2023 with REI and certain stockholders
of REI signatory thereto pursuant to which, in consideration of a release by such stockholders of any and all claims such stockholders
may have had against REI or our company, REI transferred Series A Rights to acquire an aggregate of 96,989,534 shares of common stock
and Series B Rights to acquire 9,883,357 shares of common stock, to such stockholders, including a settlement agreement with an entity
controlled by Frank E. Celli, a director of our company, pursuant to which REI transferred to such entity Series A Rights to acquire
44,679,817 shares of our common stock.

 On
October 30, 2023, Glen Miller, our Chief Executive Officer, made a loan to us in the amount of $250,000. The loan is non-interest bearing
and to be repaid within 30 days of our receipt of bridge funding. The loan also features a provision stating that we will pay a 10% late
fee in the event repayment is not made within 30 days of maturity.

 On
November 30, 2023, Jeff Rizzo, our Chief Operating Officer, made a loan to us in the amount of $65,000. The loan is non-interest bearing
and is to be repaid within 30 days of our receipt of bridge funding. The loan also features a provision stating that we will pay a 10%
late fee in the event repayment is not made within 30 days of maturity.

 On
December 22, 2023, we sold and issued a 20% original issue discount Senior Secured Promissory Note to FC Advisory, a company owned by
Frank Celli, a director of our company. The note has a principal amount of $60,000, an annual interest rate of 10%, and a maturity date
of December 22, 2024. The note contains 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 our equity, equity-linked
securities, or debt securities into the consideration for such public or private offering.

 On
December 28, 2023, we sold and issued a 20% original issue discount Senior Secured Promissory Note to Frank Celli, a director of our
company. The note has a principal amount of $150,000, an annual interest rate of 10%, and a maturity date of December 28, 2024. The note
contains 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 our equity, equity-linked securities, or debt securities
into the consideration for such public or private offering.

 On
February 23, 2024, Glen Miller, our Chief Executive Officer, made a loan to us in the amount of $50,000. The loan was issued with an
original issue discount of $5,000, is non-interest bearing and matures on June 30, 2024.

 On
February 23, 2024, Titan Holdings 2, LLC made a loan to us in the amount of $50,000. The loan was issued with an original issue discount
of $5,000, is non-interest bearing and matures on June 30, 2024.

 On
February 28, 2024, we sold and issued a 20% original issue discount Senior Secured Promissory Note to Frank Celli, a director of our
company. The note has a principal amount of $62,500, an annual interest rate of 12%, and a maturity date of December 28, 2024. The note
contains 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 our equity, equity-linked securities, or debt securities
into the consideration for such public or private offering.

 We
have an informal agreement with Jeff Rizzo to borrow from Mr. Rizzo as working capital needs arise. These additional funds are to be
repaid as funding becomes available. As of the date of this report, we have borrowed $45,000 in additional funding pursuant to this arrangement.

 We
have an informal agreement with Titan Holdings 2, LLC to borrow from Titan Holdings 2, LLC as working capital needs arise. These additional
funds are to be repaid as funding becomes available. As of the date of this report, we have borrowed $66,000 in additional funding pursuant
to this arrangement.

 We
have an informal agreement with Titan 5, LLC, a major stockholder, to borrow from Titan 5, LLC as working capital needs arise. These
additional funds are to be repaid as funding becomes available. As of the date of this report, we have borrowed $107,000 in additional
funding pursuant to this arrangement.

 Board Independence

 Our
board of directors currently consists of five members. Of these, our board has determined that Richard Berman and Frank Celli qualify
as "independent directors" under the listing standards of the NYSE American and do not have any material relationships with
our company that might interfere with their exercise of independent judgment. In making such a determination, our board has reviewed
and discussed information provided by the directors and us with regard to each director's business and personal activities and
relationships as they may relate to us and our management.

 ITEM
 14.

 Principal
 Accountant Fees and Services

 Audit
Fees

 The
aggregate fees billed for professional services rendered by Freed Maxick CPAs, P.C., our principal accountants for the year ended
December 31, 2023 and by T R Chadha & Co LLP ("TRC"), our principal accountants for the year ended December 31,
2022, for the audit of financial statements, quarterly reviews of our interim financial statements and services normally provided by
the independent accountant in connection with statutory and regulatory filings or engagements for these periods were as
follows:

 For the Years ended

 2023

 2022

 Audit Fees (1)

 $
 378,900

 $
 36,000

 Audit Related Fees

 268,500

 -

 Tax Fees

 -

 -

 Total

 $
 647,400

 $
 36,000

 (1)
 Estimated; subject to finalization

 Audit fees during the years ended December 31, 2023 and 2022 were for professional services rendered for the audit of our annual consolidated
financial statements on Form 10-K, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and for
and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements, including
consents. Audit-related fees for the year ended December 31, 2023 included fees for financial statement audits in connection with proposed
and consummated acquisitions. There were no fees billed for taxes or other related services.

 Our
board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and
approved by our board of directors either before or after the respective services were rendered.

 PART
IV

 ITEM
15.
 Exhibits
 and Financial Statement Schedules

 (a) (1) Financial Statements

 See "Index to Consolidated Financial Statements"
on Page F-1.

 (2) Financial Statement Schedule

 All financial statement schedules are omitted because they are not applicable
or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes beginning
on F-1 on this report.

 (3) Exhibits

 The exhibits set forth below are filed as part of this Annual Report on
Form 10-K.

 Incorporation
 by Reference

 Exhibit
 Number

 Description
 of Exhibits

 Form

 Filing
 Date

 Exhibit

 Number

 2.1

 Agreement
 and Plan of Merger dated as of May 19, 2023 among the Company, Titan Merger Sub Corp., Titan Trucking, LLC, Titan 5, LLC, Titan National
 Holdings 2, LLC, Jeffrey Rizzo, William McCauley and Jeffrey Rizzo, as the Seller Representative.

 5/24/2023

 2.1

 2.2

 Amended
 and Restated Agreement and Plan of Merger dated as of January 9, 2024, by and between Titan Environmental Solutions Inc. and TraQiQ,
 Inc.

 S-1/A

 2.2

 3.1

 Articles
 of Incorporation of Titan Environmental Solutions Inc., as currently in effect and filed with the State of Nevada.

 DEF14C

 10/10/2023

 B

 3.2

 Bylaws
 of Titan Environmental Solutions Inc., as currently in effect.

 3.2

 3.3

 Certificate
 of Designation for Series A Preferred Stock of Titan Environmental Solutions Inc., as currently in effect and filed with the State
 of Nevada.

 S-1/A

 3.5

 3.4

 Certificate
 of Designation for Series B Preferred Stock of Titan Environmental Solutions Inc., as amended, as currently in effect and filed with
 the State of Nevada.

 4/4/2024

 3.1

 4.1

 Description
 of Registrant's Securities.

 -

 *

 -

 4.2

 Form
 of Warrant Agreement, dated May 16, 2019, between the Company and Mann India Shareholders.

 5/21/2019

 4.1

 4.3

 Form
 of Warrant Agreement, dated February 16, 2021, between the Company and Mimo Shareholders.

 2/17/2021

 4.1

 4.4

 Stock Purchase Warrant.

 9/20/2021

 10.3

 4.5

 Form of Warrant to Purchase Common Stock related to Series B Preferred Stock Offering

 -

 *

 -

 10.1#

 Employment
 Agreement dated as of May 15, 2023 between the Company and Mike Jansen.

 S-1/A

 10.2

 10.2#

 Employment
 Agreement dated as of May 19, 2023 between the Company and Glen Miller.

 5/24/2023

 10.1

 10.3#

 Employment
 Agreement dated as of May 19, 2023 between the Company and Jeffrey Rizzo.

 5/24/2023

 10.2

 10.4

 Form
 of Notes Exchange Agreement dated as of July 17, 2023.

 7/18/2023

 10.1

 10.5

 Form
 of Series B Preferred Exchange Agreement dated as of July 17, 2023.

 7/18/2023

 10.2

 10.6

 Form
 of Series A Right to Acquire Common Stock of Titan Environmental Solutions Inc.

 S-1/A

 10.7

 10.7

 Exchange
 Agreement dated as of July 20, 2023 between the Company and Renovare Environmental, Inc.

 7/21/2023

 10.1

 10.8

 Form
 of Series B Right to Receive Common Stock of Titan Environmental Solutions Inc.

 S-1/A

 10.7

 10.9

 Form
 of Settlement Agreement dated as of July 20, 2023 between the Company, Renovare Environmental Inc., and the stockholders signatory
 thereto.

 7/21/2023

 10.4

 10.10#

 Titan
 Environmental Solutions Inc. 2023 Equity Incentive Plan.

 DEF14C

 10/10/2023

 D

 10.11

 Securities Purchase Agreement dated March 25, 2024 between the Company and the purchasers signatory thereto.

 -

 *

 -

 10.12

 Form of Registration Rights Agreement related to Series B Preferred Stock Offering

 -

 *

 -

 21.1

 Subsidiaries
 of the Registrant.

 -

 *

 -

 24.1

 Power
 of Attorney (included on signature page to this Report).

 31.1**

 Certification
 of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to
 Section 302 of The Sarbanes-Oxley Act of 2002.

 31.2**

 Certification
 of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to
 Section 302 of The Sarbanes-Oxley Act of 2002.

 32.1**

 Certification
 of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to
 Section 906 of The Sarbanes-Oxley Act of 2002.

 32.2**

 Certification
 of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 #

 Indicates a management contract or compensatory plan.

 ITEM
16.
 Form
 10-K Summary

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized, on the 15 th day of April, 2024.

 TITAN
 ENVIRONMENTAL SOLUTIONS INC.

 By:

 /s/
 Glen Miller

 Glen

 Chief Executive Officer

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glen Miller and Michael Jansen,
and each of them individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or
her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

 Signature

 Title

 Date

 /s/Glen

 Chief
 Executive Officer and Chairman

 April

 Glen

 (Principal
 Executive Officer)

 /s/Michael
 Jansen

 Chief
 Financial Officer

 April

 Michael
 Jansen

 (Principal
 Financial and Accounting Officer)

 /s/Richard
 Berman

 April

 Richard
 Berman

 /s/Frank
 E. Celli

 April

 Frank
 E. Celli

 /s/Jeffrey
 Rizzo

 April

 Jeffrey
 Rizzo

 /s/Ajay
 Sikka

 April

 Ajay
 Sikka

 TITAN ENVIRONMENTAL SOLUTIONS
INC. AND SUBSIDIARIES

 INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

 Report
 of Independent Registered Accounting Firm (PCAOB NO. 317)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statement of Stockholders' Equity / Members' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and the Board of Directors of Titan Environmental Solutions, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Titan Environmental Solutions, Inc. (formerly TraQiQ, Inc.) and its subsidiaries
(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity/member's
equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has a significant working capital deficiency, has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its operations. This raises substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters also are described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 2

Combination and Reverse Merger

 Critical
Audit Matter description

 As
discussed in Notes 1 and 3 of the financial statements, the Company completed a business combination on May 19, 2023, which consisted
of a merger with Titan Trucking, LLC which was accounted for as a reverse merger with the Company being determined to be the legal acquirer
and Titan Trucking, LLC being determined to be the accounting acquirer.

 In
aggregate, the determination of the fair value of the consideration transferred in the reverse merger was valued at approximately $27.2
million. The Company measured the assets acquired and liabilities assumed at fair value, which resulted in the recognition of intangible
assets consisting of intellectual property, customer lists, tradenames, non-compete agreements and goodwill.

 We
identified the accounting for the business combinations, including management's valuation of the acquired intangible assets and
the determination of the accounting acquirer in a reverse merger as a critical audit matter due to the complex nature of these items,
which required the use of significant judgments and estimates on the part of management. Auditing these elements required an increased
level of audit effort, including the involvement of professionals with specialized skill and knowledge.

 How
the Critical Audit Matter was addressed in the Audit

 Addressing
the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on
the financial statements. The primary procedures we performed included: (i) Obtaining and reading the merger agreement, (ii)
auditing the appropriateness of management's conclusions surrounding the classification of this transaction as a business combination
and reverse merger, (iii) auditing management's assessment of the identification of assets to be acquired and liabilities assumed
and valued, and (iv) auditing management's development of the assumptions used in the valuation models applied and the reasonableness
of those assumptions, and auditing the disclosures over this transaction. Professionals with specialized skills and knowledge were
used to assist in evaluating certain methodologies and assumptions used in determining fair values.

Impairment

 Critical
Audit Matter description

 As
discussed in Notes 2 and 6 of the financial statements, during the second quarter ended June 30, 2023, management determined that a quantitative
goodwill impairment analysis was required. The impairment test was performed by using an income approach which included assumptions related
to estimates of future revenues and operating expenses, long-term growth rates, and a discount rate. As a result of the quantitative
test, management determined goodwill was impaired by approximately $20.4 million.

 We
identified the accounting and valuation of the goodwill impairment as a critical audit matter. Auditing the accounting for goodwill impairment
was especially complex and judgmental due to the significant estimation required to determine the present value of the reporting unit's
future discounted cash flows. These discounted cash flows are sensitive to projected growth rates, margins, terminal growth rates and
the discount rate applied. These significant assumptions are also affected by expectations about future market and economic conditions.
Auditing these elements required an increased level of audit effort, including the involvement of professionals with specialized skill
and knowledge.

 How
the Critical Audit Matter was addressed in the Audit

 Addressing
the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on
the financial statements. The primary procedures we performed included: (i) Obtaining management's quantitative goodwill
impairment analysis and testing the fair value calculations for clerical accuracy, (ii) involving our personnel with specialized skill
and knowledge in valuation to assess the fair value methodology, compare terminal growth rates to external and economical data, and audit
the reasonableness of the discount rates, (iii) evaluating certain inputs and assumptions for consistency where they were used by management
in other accounting estimates impacting the financial statements, and (iv) assessing the completeness and accuracy of the financial statement
disclosures.

 /s/
 Freed Maxick CPAs, P.C.

 We
have served as the Company's auditor since 2023.

 Buffalo,
New York

 April

 F- 3

 TITAN
ENVIRONMENTAL SOLUTIONS INC. AND SUBSIDIARIES

 CONSOLIDATED
BALANCE SHEETS

 31,

 31,

 2023

 2022

 ASSETS

 Assets:

 Cash

 $
 103,578

 $
 26,650

 receivable, net

 970,629

 517,583

 Subscriptions receivable

 -

 Other
 receivables

 7,351

 1,241

 Prepaid
 expenses and other current assets

 248,932

 128,689

 145,000

 -

 Total
 Current Assets

 1,475,490

 874,163

 and equipment, net

 5,780,747

 5,643,941

 Intangible
 assets, net

 6,654,030

 687,500

 6,516,915

 -

 Other
 assets

 165,668

 8,251

 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

 $

 LIABILITIES
 AND STOCKHOLDERS' EQUITY / MEMBERS' EQUITY

 LIABILITIES

 Liabilities:

 payable and accrued expenses

 $
 4,072,958

 $
 736,658

 deposits

 226,671

 -

 payroll and related taxes

 144,326

 50,983

 Derivative
 liability

 17,500

 -

 notes payable, net of discounts

 2,871,900

 -

 notes payable, net of discounts – related party

 724,250

 -

 notes payable, net of discounts

 2,871,900

 -

 Notes
 payable, net of discounts and deferred financing costs

 3,381,446

 1,098,158

 Notes
 payable, net of discounts – related party

 530,000

 -

 Notes
 payable, net of discounts

 3,381,446

 1,098,158

 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, discounts and deferred financing costs

 2,571,215

 2,785,531

 Notes
 payable, net of current portion and discounts – related party

 603,470

 -

 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)

 -

 -

 STOCKHOLDERS'
 EQUITY / MEMBERS' EQUITY

 Members'

 -

 stock, 10,000,000 shares authorized:

 A Convertible Preferred Stock, par value $ 0.0001, 0 shares issued and outstanding as of December 31, 2023 and 2022

 -

 -

 B Convertible Preferred Stock, par value $ 0.0001, 0 shares issued and outstanding as of December 31, 2023 and 2022

 -

 -

 C Convertible Preferred Stock, par value $ 0.0001, 630,900 and 0 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 -

 stock value

 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

 -

 deficit

 ( 150,080,049
)

 -

 Total
 Stockholders' Equity / Members' Equity

 5,299,325

 TOTAL
 LIABILITIES AND STOCKHOLDERS' EQUITY / MEMBERS' EQUITY

 $
 22,175,474

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 TITAN
ENVIRONMENTAL SOLUTIONS INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 YEARS
 ENDED

 31,

 2023

 2022

 REVENUE

 $

 $

 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

 and amortization

 505,434

 -

 General
 and administrative expenses

 1,074,634

 359,175

 impairment

 20,364,001

 -

 Total
 operating expenses

 32,401,739

 1,100,262

 OPERATING
 LOSS

 ( 31,280,290
)

 ( 1,105,002
)

 OTHER
 (EXPENSE) INCOME:

 in fair value of derivative liability

 41,670

 -

 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
)

 $
)

 Deemed dividend

 ( 1,075,000
)

 -

 Net loss available to common stockholders

 $
 ( 150,080,049
)

 $
)

 Net
 loss per share

 Basic
 and diluted

 $
 ( 0.88
)

 $
 N/A

 Weighted-average
 common shares outstanding

 Basic
 and diluted

 170,715,695

 N/A

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 TITAN
ENVIRONMENTAL SOLUTIONS INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/MEMBERS'S EQUITY

 Members'

 A
 Stock

 B
 Stock

 C
 Stock

 Stock

 Additional
 paid-in

 (Deficiency)

 capital

 deficit

 Total

 - January 1, 2023

 $

 -

 -

 -

 -

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $ 2,526,104

 Settlement
 of note due to contribution

 170,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 170,000

 Net
 loss (pre-Titan Merger)

 ( 664,601
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 664,601)

 Effect
 of reverse acquisition

 ( 2,031,503
)

 -

 -

 1,470,135

 630,900

 33,952,778

 3,395

 30,088,068

 ( 664,601
)

 27,395,569

 Share-based
 compensation

 -

 -

 -

 -

 -

 70,100

 5,590,448

 -

 5,590,485

 Cancelation
 of Series C Preferred Stock for options

 -

 -

 -

 -

 -

 ( 70,100
)

 ( 7
)

 -

 -

 -

 -

 Issuance of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,375,000

 ( 1,075,000
)

 Exchange
 of debt, preferred stock and common stock for common stock rights

 -

 -

 -

 ( 1,470,135
)

 ( 147
)

 -

 -

 ( 19,118,233
)

 ( 1,912
)

 118,324,275

 -

 118,322,216

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 148,340,448
)

 ( 148,340,448)

 - December 31, 2023

 $
 -

 -

 $
 -

 -

 $
 -

 630,900

 $

 15,134,545

 $
 1,513

 $
 155,377,798

 $
 ( 150,080,049
)

 $ 5,299,325

 Members'

 A
 Stock

 B
 Stock

 C
 Stock

 Stock

 Additional
 paid-in

 (Deficiency)

 capital

 deficit

 Total

 - January 1, 2022

 $
 ( 2,038,379
)

 -

 -

 -

 -

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 ( 2,038,379
)

 Member
 contributions

 5,223,146

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 5,223,146

 Net
 loss

)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

 - December 31, 2022

 $

 -

 $
 -

 -

 $
 -

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 TITAN
ENVIRONMENTAL SOLTUIONS, INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 YEARS
 ENDED

 31,

 2023

 2022

 CASH
 FLOW FROM OPERATING ACTIVIITES

 Net
 loss

 $
 ( 149,005,049
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities

 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

 and amortization

 929,454

 Stock-based
 compensation

 5,590,486

 -

 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

 receivable

 ( 65,743
)

 ( 181,549
)

 Prepaid
 expenses and other current assets

 ( 102,429
)

 ( 40,374
)

 Other
 receivables

 ( 6,110
)

 424,775

 ( 80,106
)

 -

 Other
 assets

 ( 157,417
)

 -

 Right-of-use
 asset

 23,339

 82,258

 payable, accrued expenses and deferred taxes

 2,370,309

 363,010

 deposits

 ( 84,873
)

 -

 payroll and payroll taxes

 72,266

 17,944

 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
)

 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

 -

 Loan
 origination fees

 -

 ( 99,950
)

 Proceeds from issuance of warrants

 267,000

 -

 Offering fees on issuance of warrants

 33,000

 -

 from convertible notes

 2,595,000

 -

 Repayment
 of convertible notes

 ( 114,010
)

 -

 from convertible notes – related parties

 675,000

 -

 from notes payable

 870,993

 4,398,833

 Repayments
 of notes payable

 ( 1,843,871
)

 ( 1,015,739
)

 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:

 expense

 $
 578,396

 $
 219,404

 Income
 taxes

 $
 -

 $
 -

 SUPPLEMENTAL
 DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Non-cash
 transactions related to reverse acquisition

 $

 $
 -

 Settlement
 of note payable

 $
 170,000

 $
 -

 Member
 contributions in exchange for loans payable

 $
 -

 $
 4,505,646

 Subscription
 receivable in exchange for equity

 $
 -

 $

 Member
 contributions in exchange for intangible asset purchase

 $
 -

 $
 517,500

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 TITAN
ENVIRONEMENTAL SOLUTIONS INC. AND SUBSIDIARIES

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

 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 ("ASC 805"), the transaction was treated
as a reverse acquisition for financial reporting purposes, with Titan treated as the legal acquirer and Titan Trucking treated as the
accounting acquirer. Titan remains the continuing registrant and reporting company. Accordingly, the historical financial and operating
data of the Company, which covers periods prior to the closing date of the Titan Merger, reflects the assets, liabilities, and results
of operations for Titan Trucking and does not reflect the assets, liabilities and results of operations of Titan for the periods prior
to May 19, 2023 (Note 3 – 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. The Company additionally assumed from Ci2i loans
and short term debts valued at $ 209,587 plus fees and interest. Other than the liabilities assumed from Ci2i, the balance sheet amounts
and operations of Ci2i as of the date of sale were insignificant.

 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
million) as part of the transaction and allocate that value to the intellectual property intangible asset. The Company also
determined that the Black-Scholes model used to previously value the derivative liability was not appropriate and subsequently
utilized a Monte Carlo pricing model, to more appropriately reflect the variability in the derivative. This resulted in a $ 112
million reduction of the derivative liability at March 31, 2023. The Company's management and the Company's Board of
Directors concluded that due to the correction of the errors that were discovered, the previously issued unaudited condensed
consolidated financial statements and other financial information contained in the Company's Quarterly Reports on Forms 10-Q
for the fiscal period ended March 31, 2023 should no longer be relied upon.

 F- 8

 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.
The working capital of the Company was a deficit of $ 10,935,108
as of December 31, 2023 (deficit of $ 1,106,879
as of December 31, 2022). The December 31, 2023 working capital deficiency includes $ 2,307,090 of principal repayments from the
Michaelson Note due by June 30, 2024; the Company currently does not have sufficient funds to repay this debt. These conditions
raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after
that date that the consolidated financial statements are issued.

 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 of principal and $ 75,263 of accrued interest related
to its outstanding convertible note payables into Series A rights to receive common stock ("Series A Rights"), resulting
in the extinguishment of almost all of the Company's convertible note embedded derivative liabilities. In addition, the Company
has been successful in attracting substantial capital from investors interested in the current public status of the Company that has
been used to support its ongoing cash outlays. This includes $ 2,595,000 of convertible notes during the year ended December 31, 2023
(Note 10 - Convertible Notes Payable). The Company believes, but cannot guarantee, it will continue to be able to attract capital from
outside sources as it pursues a move to a national stock exchange. The Company has engaged a qualified investment bank to assist in the
uplisting of its common stock and simultaneous raise of capital. In addition, the Company's revenue continues to grow and management
expects the Company to shrink its net losses over the upcoming quarters through organic and acquisitive growth. The Company has identified
a plan to decrease expenses going forward to reduce its cash burn.

 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.

 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.

 F- 9

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.

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. The Company monitors the cash balances held in its bank accounts, and as of December
31, 2023 and 2022, did not have any concerns regarding cash balances which exceeded the insured amounts.

Receivable, net

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 and $ 77,690, respectively to the allowance for credit loss. The Company
writes off bad debts as they occur during the year. As of January 1, 2022, the Company had accounts receivable, net of $ 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
subscriptions receivable as they were settled during 2023. As of December 31, 2022, there were $ 200,000,
in subscriptions that had not yet settled. Subscriptions receivable are carried at cost which approximates fair value.

 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.

 F- 10

and Equipment, net

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:

OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE

 and Equipment, net Categories

 Estimated
 Useful Life

 Tractors
 and trailers

 Years

 Containers

 Years

 Equipment

 Years

 Leasehold
 improvements

 Years

 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

 Lists

 Years

 Intellectual

 Years

 Noncompete
 agreement

 Years

 Tradenames

 Years

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 for the Digester
reporting unit on the consolidated balance sheet (Note 3 - Business Combinations). As a result of the financial performance of our 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.

 F- 11

 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 during the year ended December 31, 2023 (Note 6 - Goodwill).

 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 and $ 6,663, respectively. The net amounts of $ 434,542 and $ 93,745 were netted against the outstanding notes payable as of December
31, 2023 and 2022, respectively.

 Fair
Value Measurements

 ASC
820 " Fair Value Measurements " defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosure about 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.

 F- 12

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 " ("ASC 815") and ASC 480 "Distinguishing Liabilities from
Equity" ("ASC 480"). The assessment considers whether the convertible instruments are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the convertible instruments meet all of the
requirements for equity classification under ASC 815, including whether the convertible instruments are indexed to the Company's
own ordinary shares and whether the instrument holders could potentially require "net cash settlement" in a circumstance
outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of the instrument's issuance, and as of each subsequent balance sheet date while
the instruments are outstanding. If the classification changes as a result of events during the period, the contract is reclassified
as of the date of the event that caused the reclassification.

 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, which
requires the following:

 1.
Identify the contract with a customer.

 2.
Identify the performance obligations in the contract.

 3.
Determine the transaction price of the contract.

 4.
Allocate the transaction price to the performance obligations in the contract.

 5.
Recognize revenue when the performance obligations are met or delivered.

 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.

 F- 13

 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

 31,

 2023

 2022

 Product
 sales and product related services

 $
 1,396,127

 $
 -

 Waste
 collection and disposal

 6,228,457

 Total
 revenue

 $

 $

 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 % of accounts receivable. As of December 31, 2022, one customer accounted
for approximately 63 % of accounts receivable.

the year ended December 31, 2023, one customer accounted for approximately 30 % of total revenues generated. During the year ended December
31, 2022, two customers accounted for approximately 52 % and 12 %, respectively, of total revenues generated.

 The
Company maintains positive customer relationships and continually expands its customer base, mitigating the impact of any potential concentration
risks that exist.

 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 and $ 11,336, respectively.

 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.

 F- 14

 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 ("ASU 2016-13"), which requires
the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the
reporting date based on historical experience, current conditions, and reasonable forecasts. The main objective of this ASU is to provide
financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments
to extend credit held by a reporting entity at each reporting date. The Company adopted this ASU as of January 1, 2023. The adoption
did not have a material impact on the Company's financial statements.

 In
August 2020, the FASB issued ASU No. 2020-06,
 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's
Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. ASU 2020-06 is effective for smaller reporting companies with fiscal years beginning after December 15,
2023 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company adopted ASU 2020-06
effective January 1, 2023. The adoption of ASU 2020-06 did not have an impact on the Company's financial statements.

 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 shares of the Company's Series C Preferred Stock. 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. Additionally, the new chief executive
officer and chief operating officer were both appointed as directors of the Company. The Company additionally agreed to issue stock compensation
in the form of 70,100 shares of the Company's Series C Preferred Stock to the new chief executive officer (Note 15 – Stock-Based
Compensation).

 In
accordance with ASC 805 – Business Combinations, the Titan Merger was accounted for as a reverse acquisition with Titan
Trucking being deemed the accounting acquirer of Titan. Titan Trucking, as the accounting acquirer, recorded the assets acquired and
liabilities assumed of Titan at their fair values as of the acquisition date. 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 with retroactive adjustments to Titan's legal capital to reflect the legal capital of Titan. Titan remains the
continuing registrant and reporting company.

 F- 15

 Titan
Trucking was deemed to be the accounting acquirer based on the following facts and circumstances: (1) the Titan Trucking owners owned
approximately 65 % of the voting interests of the combined company immediately following the transaction; (2) the Titan Merger resulted
in significant changes to the combined company's Board of Directors; (3) the Titan Merger resulted in significant changes to the
management of the combined company.

 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

 $

 Total
 purchase consideration

 $

 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

 receivable

 369,338

 Prepaid
 expenses and other current assets

 17,893

 64,894

 Fixed
 assets

 1,134

 Intangible
 assets

 6,471,621

 26,880,916

 Assets
 acquired total

 $
 33,874,900

 Liabilities:

 payable and accrued expenses

 $
 ( 1,009,993
)

 deposits

 ( 311,544
)

 payroll and related taxes

 ( 21,077
)

 Derivative
 liability

 ( 219,171
)

 ( 1,466,382
)

 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)

 $

 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) years, an estimate of projected revenue
and costs associated with existing customers, an estimated technology obsolescence adjustment, and a discount rate of 12.7 %.

 F- 16

 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 %, and a discount rate of 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)
years, an estimate of projected revenue and costs associated with the new customers, an estimated customer attrition rate, and a
discount rate of 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 %.
The noncompete agreement prevents the parties involved from directly or indirectly, engaging in, or be interested in, any business
or entity that engages in any substantially similar business for a period of
five ( 5)
years.

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 recorded as a component of professional fees
expenses. Of the goodwill recognized as a result of the Titan Merger, $ 6,516,915 is expected to be tax deductible, ratably
over a period of fifteen (15) years.

 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 and $ 799,00 0, respectively.

 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:

OF SUPPLEMENTAL PRO-FORMA FINANCIAL INFORMATION

 Year
 Ended

 Year
 Ended

 31,

 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 and goodwill
impairment expense of $ 20,364,001. The pro forma combined results of operations are not necessarily indicative of the results of operations
that actually would have occurred, nor are they necessarily indicative of future consolidated results.

 NOTE
4 – PROPERTY AND EQUIPMENT, NET

and equipment consist of the following as of December 31, 2023 and 2022:

OF PROPERTY AND EQUIPMENT, NET

 31,

 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

 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

expenses for the years ended December 31, 2023 and 2022 were $ 424,363 and $ 325,382, respectively.

 F- 17

 On
June 10, 2022, Titan Trucking entered into an asset purchase agreement with Century Waste Management ("Century") for consideration
of approximately $ 1,805,000. The entire purchase price agreement was allocated as fair value to the equipment acquired; no goodwill or
intangible assets were determined to be transferred as part of the sale. In order to fund the asset purchase from Century, Titan entered
into several private equipment financing agreements (Note 9 – Notes Payable).

 NOTE
5 – INTANGIBLES, NET

 Intangible
assets consisted of the following as of December 31, 2023 and 2022:

OF INTANGIBLE ASSETS

 31,

 31,

 2023

 2022

 Lists

 $
 1,137,807

 $
 687,500

 Intellectual

 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 and $ 0 for the years ended December 31, 2023 and 2022, respectively.

 On
December 9, 2022, Titan entered into a purchase agreement with WTI Global, Inc. (the "seller" or "WTI") for consideration
of approximately $ 687,500 in exchange for intangible assets. The entire purchase consideration was allocated as fair value to the customer
lists acquired from the seller. The $ 687,500 was funded through a combination of a note payable to the seller of $ 170,000 and an equity
infusion from a member of Titan for $ 517,500. See Note 9 – Notes Payable and Note 10 – Convertible Notes Payable for further
details.

 As
a result of the Titan Merger, the Company recorded $ 5,228,548
of intellectual property, $ 509,818
of tradenames, a $ 450,307 customer list, and a $ 282,948
noncompete agreement on the acquisition date (Note 3 – Business Combinations).

 Future
amortization expense from intangible assets as of December 31, 2023 were as follows:

OF FUTURE AMORTIZATION EXPENSE

 For
 the Year Ended,

 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

 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 and $ 0, respectively. Due to the Titan Merger and the resulting recognition of goodwill from the reverse acquisition,
the Company recognized goodwill of $ 26,880,916 for the Digester reporting unit on the Titan Merger acquisition date.

 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 on June 30, 2023.

 F- 18

 The
changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows:

OF CARRYING VALUE OF GOODWILL

 Gross
 goodwill:

 as of January 1, 2022

 $
 -

 $
 -

 recognized

 -

 -

 as of December 31, 2022

 -

 -

 impairment

 -

 -

 as of January 1, 2022

 -

 -

 Impairment

 -

 -

 as of December 31, 2022

 -

 -

 Net
 carrying value, as of December 31, 2022

 -

 -

 Gross
 goodwill:

 as of December 31, 2022

 -

 -

 recognized

 -

 26,880,916

 as of December 31, 2023

 -

 26,880,916

 impairment:

 as of December 31, 2022

 -

 -

 Impairment

 -

 ( 20,364,001
)

 as of December 31, 2023

 -

 ( 20,364,001
)

 Net
 carrying value, as of December 31, 2023

 $
 -

 $
 6,516,915

 NOTE
7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Detail
of accounts payable and accrued expenses as of December 31, 2023, and 2022 was as follows:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 31,

 31,

 2023

 2022

 payable

 $
 3,475,570

 $
 669,231

 Credit
 card payable

 153,728

 29,454

 interest

 233,611

 12,298

 expenses and other payables

 210,049

 25,675

 Total
 accounts payable and accrued expenses

 $
 4,072,958

 $
 736,658

 NOTE
8 – LEASES

 As
of December 31, 2023, Titan Trucking maintains three leases classified as operating leases. Leases with an initial term of 12 months
or less or leases that are immaterial are not included on the consolidated balance sheets.

 Titan
Trucking has a 62 -month lease in Troy, Michigan which expires on January 15, 2025. The monthly payments were initiated on February 15,
2020 at $ 8,251 after a 2-month rent abatement period. Straight rent was calculated at $ 8,479 per month. The total remaining operating
lease expenses through expected termination date on the lease are approximately $ 110,000.

 F- 19

 On
April 1, 2023, Titan Trucking entered into a 60 -month lease in Detroit, Michigan, with a related party through common ownership, which
expires on March 31, 2028. On September 1, 2023, the Company and the related party amended the lease, resulting in decreased payment
terms. The lease has the option to renew for an additional 5 years given proper notice. The monthly payments were initiated on May 1,
2023 after a 1-month rent abatement period. Straight rent for the amended lease was calculated at $ 29,113 per month. The total remaining
operating lease expenses expected through termination date on the lease are approximately $ 1,485,000. Following the amendment, the supplemental
cash flow impact of the right-of-use asset exchanged for new lease obligations was $ 1,411,851.

 On
November 1, 2023, the Company entered into a 39 -month lease in Bloomfield Hills, Michigan which expires on January 31, 2027. The monthly
payments were initiated in February of 2024 at $ 7,417 after a 3-month rent abatement period. Straight rent was calculated at $ 7,542 per
month. The total remaining operating lease expenses through expected termination date on the lease are approximately $ 287,000. Following
the lease, the supplemental cash flow impact of the right-of-use asset exchanged for new lease obligations was $ 251,057.

OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES

 31,

 31,

 2023

 2022

 average remaining lease term (in years)

 3.86

 2.08

 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:

OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

 For
 the Year Ended,

 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

 operating lease liabilities

 391,547

 operating lease liabilities

 $
 1,290,866

 The
Company had operating lease expenses of $ 372,162 and $ 112,753 for the years ended December 31, 2023 and 2022, respectively. The Company
records operating lease expense as a component of general and administrative expenses on the consolidated statements of operations.

 F- 20

 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:

OF LONG-TERM DEBT

 31,

 31,

 2023

 2022

 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

 -

 -

 (u)

 25,000

 -

 -

 -

 Kabbage
 Loans

 (v)

 9,344

 -

 -

 -

 Baxter
 Credit Union

 (w)

 -

 -

 -

 -

 Parties:

 Titan
 Holdings 2

 (x)

 175,000

 603,470

 -

 -

 Titan
 Holdings 5

 (y)

 40,000

 -

 -

 -

 (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

 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 promissory note agreement with WTI Global Inc. ("WTI") at a
 7 % per annum interest rate. The promissory note was issued as consideration for the acquisition of intangible assets from WTI (Note
 5 – Intangible Assets). On February 1, 2023, WTI agreed to cancel the promissory note in exchange for an ownership interest
 in the Company. The cancellation was recorded on the condensed consolidated balance sheet as an equity contribution (See Note 14
 – Stockholders' Equity).

 F- 21

 (b)

 On
 December 10, 2021, Titan Trucking entered into a collateralized loan agreement for $ 354,876 with Peoples United Bank at a 5.75 % per
 annum interest rate. The loan had a maturity date of November 10, 2023, required monthly payments of $ 16,614 and was fully repaid
 as of December 31, 2023.

 (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 % and the Company remits monthly payments of $ 13,000 with a balloon payment at maturity of $ 176,497.

 (d)

 On
 February 12, 2018, Titan Trucking entered into a collateralized loan agreement with Daimler
 Trucks for $ 131,940, with a maturity date of May 14, 2023. Titan Trucking made monthly payments
 of $ 2,487 towards principal and interest. Interest accrued at a rate of 4.95 % per annum.
 As of December 31, 2023 this loan had been fully paid off.

 On
 June 3, 2019, Titan Trucking entered into another collateralized loan agreement with Daimler Trucks for $ 160,601, with a maturity
 date of September 3, 2024. Titan Trucking makes monthly payments of $ 2,795 towards principal and interest. Interest accrues at a
 rate of 6 % per annum.

 On
 June 14, 2019, Titan Trucking entered into another collateralized loan agreement with Daimler Trucks for $ 155,740, with a maturity
 date of September 29, 2024. Titan makes monthly payments of $ 2,762 towards principal and interest. Interest accrues at a rate of
 6 % per annum.

 (e)

 On
 May 5, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium
 Capital for $ 250,000, which matures on May 5, 2027. Titan Trucking makes monthly payments
 of $ 4,812 towards principal and interest. Interest accrues at a rate of 5.82 % per annum.

 On
 May 10, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 259,646, which matures on
 May 10, 2027. The Company makes monthly payments of $ 4,753 towards principal and interest. Interest accrues at a rate of 3.75 % per
 annum.

 On
 June 5, 2022, Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 311,795, which matures on
 June 5, 2027. Titan Trucking makes monthly payments of $ 5,935 towards principal and interest. Interest accrues at a rate of 5.36 %
 per annum.

 On
 December 25, 2023 Titan Trucking entered into an equipment financing agreement with Ascentium Capital for $ 220,202, which matures
 on December 25, 2028. Titan Trucking makes monthly payments of $ 4,742 towards principal and interest. Interest accrues at a rate
 of 10.58 % per annum

 (f)

 On
 August 13, 2022, Titan Trucking entered into a collateralized loan agreement with Balboa Capital for $ 230,482, which matures five
 years from the commencement date. Titan Trucking makes monthly payments of $ 4,860 towards principal and interest. Interest accrues
 at a rate of 9.68 % per annum.

 (g)

 On
 August 11, 2022, Titan Trucking entered into an equipment finance agreement with Blue Bridge Financial for $ 64,539, which matures
 five years from the commencement date. Titan Trucking makes monthly payments of $ 1,442 towards principal and interest. Interest accrues
 at a rate of 12.18 % per annum.

 (h)

 On
 September 19, 2023, Titan Trucking entered into a business advance finance agreement with Channel
 Equipment Finance for $ 123,574, which matures on August 28, 2028. Titan Trucking makes monthly
 payments of $ 3,051 towards principal and interest. Interest accrues at a rate of 16.69 % per
 annum.

 On
 October 31, 2023, Titan Trucking entered into an equipment finance agreement with Channel Equipment Finance for $ 84,000, which matures
 on November 15, 2024. Titan Trucking makes monthly payments of $ 7,448 towards principal and interest. Interest accrues at a rate
 of 56.95 % per annum.

 (i)

 On
 July 15, 2022, Titan Trucking entered into an equipment financing agreement with Financial
 Pacific for $ 74,841, which matures five years from commencement. Titan Trucking makes monthly
 payments of $ 1,585 towards principal and interest. Interest accrues at a rate of 9.87 % per
 annum.

 On
 October 15, 2022, Titan Trucking entered into an additional equipment financing agreement with Financial Pacific for $ 95,127, which
 matures five years from commencement. Titan Trucking makes monthly payments of $ 1,906 towards principal and interest. Interest accrues
 at a rate of 7.49 % per annum.

 (j)

 On
 August 10, 2022, Titan Trucking entered into an equipment financing agreement with M2 Equipment for $ 230,000, which matures five
 years from commencement. Titan Trucking makes monthly payments of $ 4,739 towards principal and interest. Interest accrues at a rate
 of 8.68 % per annum.

 F- 22

 (k)

 On
 August 16, 2022, Titan Trucking entered into an equipment financing agreement with Meridian for $ 149,076, which matures five years
 from commencement. Titan Trucking makes monthly payments of $ 3,118 towards principal and interest. Interest accrues at a rate of
 9.32 % per annum.

 (l)

 On
 July 23, 2022, Titan Trucking entered into an equipment financing agreement with Navitas for $ 210,000, which matures five years from
 commencement. Titan Trucking makes monthly payments of $ 4,257 towards principal and interest. Interest accrues at a rate of 7.99 %
 per annum.

 (m)

 On
 August 15, 2022, Titan Trucking entered into an equipment financing agreement with Pawnee Leasing Corp. for $ 248,157, which matures
 five years from commencement. Titan Trucking makes monthly payments of $ 5,296 towards principal and interest. Interest accrues at
 a rate of 10.19 % per annum.

 (n)

 On
 June 22, 2022, Titan Trucking entered into a collateralized loan agreement with Signature
 Bank for $ 284,951, which matures six years from commencement. Titan makes monthly payments
 of $ 4,849 towards principal and interest. Interest accrues at a rate of 6.93 % per annum.

 On
 September 15, 2022, Titan Trucking entered into a collateralized loan agreement with Signature Bank for $ 191,250, which matures five
 years from commencement. Titan makes monthly payments of $ 3,901 towards principal and interest. Interest accrues at a rate of 8.25 %
 per annum.

 (o)

 On
 August 20, 2022, Titan Trucking entered into a collateralized loan agreement with Trans Lease, Inc. for $ 210,750, which matures five
 years from commencement. Titan Trucking makes monthly payments of $ 4,838 towards principal and interest. Interest accrues at a rate
 of 9.75 % per annum.

 (p)

 On
 April 27, 2022, Titan Trucking entered into a collateralized debt agreement with Verdant Commercial Capital for $ 241,765, which matures
 five years from commencement. Titan Trucking makes monthly payments of $ 4,702 towards principal and interest. Interest accrues at
 a rate of 6.25 % per annum.

 (q)

 On
 August 15, 2022, Titan Trucking entered into an equipment financing agreement with Western Equipment Capital for $ 240,726, which
 matures five years from commencement. Titan Trucking makes monthly payments of $ 4,989 towards principal and interest. Interest accrues
 at a rate of 8.93 % per annum.

 (r)

 On
 November 8, 2023, Titan Trucking entered into an equipment financing agreement with Amur Equipment Finance for $ 223,428, which matures
 five years from commencement. Titan Trucking makes monthly payments of $ 5,215 towards principal and interest. Interest accrues at
 a rate of 14.14 % per annum.

 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 Secured Promissory Note owed to Michaelson Capital
 Special Finance Fund II, L.P. ("Michaelson") with an outstanding balance of $ 3,017,090 and other obligations of the seller under a secured loan agreement. The Company and Michaelson agreed to amend and restate the Secured
 Promissory Note, as well as sign a related Forbearance Agreement (together known as the "Michaelson Note"). The
 Michaelson Note has a 12 %
 per annum interest rate. The Michaelson Note has the following terms: (1) the Company is to make monthly interest payments for the
 interest amounts owed, (2) the Company is to make monthly principal payments of $ 35,000,
 (3) the Company is to make a $ 250,000 principal
 repayment due as of December 31, 2023, and (4) the Company is to repay all other outstanding amounts owed by December 31, 2023.
 Substantially all of our assets are pledged as collateral for outstanding borrowings under the Michaelson Note.

 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.

 F- 23

 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 to Michaelson upon the closing
of the acquisition of Standard Waste Services, LLC -- $ 500,000 will be repayment of principal and $ 100,000 will be a fee for the forbearance
(payable $ 50,000 in cash and $ 50,000 in Series B Preferred Stock), 2) any new debt incurred by the Company shall be subordinated to the
Michaelson Note, and 3) Michaelson is to receive 25 % of the net proceeds on any capital raised greater than $ 6.0 million (Note 20 –
Subsequent Events).

 (t)

 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, inclusive of $ 50,599 owed due to Loanbuilder –
 3.

 On
 June 15, 2023, the Company agreed to settle Loanbuilder – 3. In accordance with ASC 470-60, " Troubled Debt Restructuring
 by Debtors " each of the Loanbuilder notes is accounted for as a troubled debt restructuring due to their respective settlement
 agreements. As a result of the Loanbuilder - 3 settlement, the Company recorded a net gain on extinguishment of debt of $ 25,299 in
 the consolidated statement of operations for the year ended December 31, 2023. Additionally, the Company agreed to pay the lender
 $ 6,325 in four monthly payments beginning in June 2023.

 Excluding
 the Loanbuilder - 3 repayments, and as of December 31, 2023, the Company has 28 remaining required monthly repayments of $ 6,046 and
 16 remaining required monthly repayments of $ 1,545 for the other Loanbuilder Notes.

 (u)

 On
 May 16, 2022, the Company issued a $ 25,000 promissory note (the "Individual #1 Note") with an individual private investor.
 The Individual Note has an annual interest rate of 12 % per annum and matures on December 31, 2023, at which time all principal and
 accrued interest is owed. In the event of default, the promissory note incurs additional interest of 0.5 % on all outstanding principal
 and interest owed.

 (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 and as of May
 19, 2023 had a principal amount of $ 77,748. Each loan includes a cost of capital interest expense of $ 4,077 and is to be repaid in
 nine monthly repayments of $ 3,658, followed by nine monthly payments of $ 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.
 The loan had an annual interest rate of 8.50 % and a maturity date of July 30, 2023, at which point all principal and accrued interest
 was due and payable. As of December 31, 2023 this loan was fully repaid.

 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.
 The interest rate is 10.5 %
 for the period of April 30, 2023 through November 30, 2023 and 13.00 %
 commencing on December 1, 2023. Accrued interest is required to be paid on a monthly basis and all outstanding principal owed is due
 five years commencing after the signing of the restated promissory note. The Company was also required to make a one-time principal
 payment of $ 175,000
 on or before December 8, 2023 and because all principal and interest owed on December 31, 2023 was not repaid, an additional $ 50,000
 penalty charge was added to the outstanding principal owed.

 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 in additional
 funding.

 F- 24

 (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 in additional funding.

 (z)

 On
 October 30, 2023, the Company and its CEO, Glen Miller, agreed to a promissory note for a principal amount of $ 250,000. The promissory
 note is non-interest bearing and to be repaid within 30 days of the Company's receipt of bridge funding. The note also features
 a provision stating the Company will pay a 10 % late fee in the event repayment is not made by more than 30 days past maturity.

 (aa)

 On
 November 30, 2023, the Company and its COO, Jeff Rizzo, agreed to a promissory note for a principal amount of $ 65,000. The promissory
 note is non-interest bearing and to be repaid within 30 days of the Company's receipt of bridge funding. The note also features
 a provision stating the Company will pay a 10 % late fee in the event repayment is not made by more than 30 days past maturity.

expense on these notes for the years ended December 31, 2023 and 2022 was $ 593,383 and $ 183,567, respectively.

 Principal
maturities for the next five years and thereafter as of December 31, 2023 were as follows:

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

 $
 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 and $ 406,152,
received on May 5, 2020 and February 1, 2021, respectively. On January 31, 2022 and March 21, 2022, Titan received notices that the entire
balances of the loans plus any accrued interest were forgiven and recorded a gain on forgiveness of $ 812,304 during the year ended December
31, 2022 included in other income in the consolidated statements of operations.

 NOTE
10 – CONVERTIBLE NOTES PAYABLE

Notes Payable Issued Prior to Titan Merger

 On
October 31, 2022, the Company issued a 20 % original issue discount Senior Secured Promissory Notes (the "Evergreen – 2022
Note") to Evergreen Capital Management, LLC ("Evergreen"). The Evergreen – 2022 Note had a principal amount of
$ 48,000, an annual interest rate of 10 % per annum and a maturity date of July 21, 2023. The Evergreen – 2022 Note contained a conversion
feature, enabling it to convert into shares of the Company's common stock upon the event of default. The conversion price was equal
to 75 % of the price per share at which the Company's stock is sold to the public in a qualified offering. A qualified offering
was defined as a transaction in which the Company issues and sells shares of its equity securities in an equity financing with total
proceeds to the Company of not less than $ 1,000,000. The conversion feature contained a variable settlement feature which was determined
to be a derivative liability (Note 11 – Derivative Liabilities). On July 17, 2023, the Evergreen 2022 Note was cancelled in exchange
for Series A Rights and as a result, the derivative liability was reduced to $ 0 (Note 14 – Stockholders' Equity).

 F- 25

January 1, 2023 and April 6, 2023, the Company issued five 20 % original issue discount Senior Secured Promissory Notes (the "Evergreen
– 2023 Notes") to Evergreen. The Evergreen 2023 Notes had principal amounts ranging from $ 12,000 to 480,000, had an annual
interest rate of 10 % per annum, and were issued with maturity dates ranging from December 31, 2023 to April 30, 2024. The Evergreen 2023
Notes contained identical conversion features, enabling them to convert into shares of the Company's common stock upon default.
The conversion price was equal to the lower of (1) $ 0.015 per share or (2) 90 % of the average of the two lowest volume-weighted average
price of the five trading days ending on the day immediately prior to the conversion date. The conversion features each contained a variable
settlement feature which was determined to be a derivative liability (Note 11 – Derivative Liabilities). On July 17, 2023, the
Evergreen – 2023 Notes were cancelled in exchange for Series A Rights and as a result, the derivative liability was reduced to
$ 0 (Note 14 – Stockholders' Equity).

 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, and had a principal amount of $ 36,000. As of June
30, 2023, the Company has repaid the remaining outstanding principal balance. The GS Capital Note had an annual interest rate of 12 %
per annum and a maturity date of July 5, 2023. The GS Capital Note contained a conversion feature, enabling it to convert into shares
of the Company's common stock upon default. The conversion price is equal to the lowest trading price of the Company's common
stock for the 12 trading days immediately preceding the delivery of a notice of conversion. The conversion feature contains a variable
settlement feature which was determined to be a derivative liability, however upon completing repayment of the principal balance, the
derivative liability was reduced to $ 0 (Note 11–- Derivative Liabilities).

 On
February 16, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Note (the "Chambers Note")
to the James D. Chambers Living Trust ("Chambers") with a principal amount of $ 60,000. The Chambers Note had an annual interest
rate of 10 % per annum and a maturity date of February 28, 2024. The Chambers Note also contained a conversion feature, enabling it to
convert into shares of the Company's common stock upon default. The conversion price was equal to the lower of (1) $ 0.015 per share
or (2) 90 % of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior
to the conversion date. The conversion feature contained a variable settlement feature which was determined to be a derivative liability
(Note 11 - Derivative Liabilities). On July 17, 2023, the Chambers Note was cancelled in exchange for Series A Rights and as a result,
the derivative liability was reduced to $ 0 (Note 14 – Stockholders' Equity).

 On
February 14, 2023 and March 14, 2023, the Company issued two 20 % original issue discount Senior Secured Promissory Notes (the "Eleven
11 Notes") to Eleven 11 Management, LLC ("Evergreen") with principal amounts of $ 54,000 and $ 60,000, respectively.
The Eleven 11 Notes had an annual interest rate of 10 % per annum and had maturity dates of February 14, 2024 and February 28, 2024. The
Eleven 11 Notes also contained identical conversion features, enabling them to convert into shares of the Company's common stock
upon default. The conversion price was equal to the lower of (1) $ 0.015 per share or (2) 90 % of the average of the two lowest volume-weighted
average price of the five trading days ending on the day immediately prior to the conversion date. The conversion features each contain
a variable settlement feature which was determined to be a derivative liability (Note 11 - Derivative Liabilities). On July 17, 2023,
the Eleven 11 Notes were cancelled in exchange for Series A Rights and as a result, the derivative liability was reduced to $ 0 (Note
14 – Stockholders' Equity).

February 16, 2023 and April 26, 2023, the Company issued four 20 % original issue discount Senior Secured Promissory Notes (the "Cavalry
Fund Notes") to Cavalry Fund I LP ("Cavalry"). The Cavalry Fund Notes had principal amounts ranging from $ 108,000 to
$ 120,000, an annual interest rate of 10 % per annum, and maturity dates ranging from February 28, 2024 to April 30, 2024. The Cavalry
Fund Notes contained identical conversion features, enabling them to convert into shares of the Company's common stock upon default.
The conversion price was equal to the lower of (1) $ 0.015 per share or (2) 90 % of the average of the two lowest volume-weighted average
price of the five trading days ending on the day immediately prior to the conversion date. The conversion features each contained a variable
settlement feature that was determined to be a derivative liability (Note 11 - Derivative Liabilities). On July 17, 2023, the Calvary
Fund Notes were cancelled in exchange for Series A Rights and as a result, the derivative liability was reduced to $ 0 (Note 14 –
Stockholders' Equity).

 F- 26

March 3, 2023 and April 18, 2023, the Company issued three 20 % original issue discount Senior Secured Promissory Notes (the "Keystone
Notes") to Keystone Capital Partners ("Keystone"). The Keystone Notes had principal amounts ranging from $ 30,000 to
$ 90,000, an annual interest rate of 10 % per annum, and were issued with maturity dates ranging from February 28, 2024 to April 17, 2024.
The Keystone Notes also all contained identical conversion features, enabling them to convert into shares of the Company's common
stock upon default. The conversion price was equal to the lower of (1) $ 0.015 per share or (2) 90 % of the average of the two lowest volume-weighted
average price of the five trading days ending on the day immediately prior to the conversion date. The conversion features each contained
a variable settlement feature that was determined to be a derivative liability (Note 11 - Derivative Liabilities). On July 17, 2023,
the Keystone Notes were cancelled in exchange for Series A Rights and as a result, the derivative liability was reduced to $ 0 (Note 14
– Stockholders' Equity).

 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.
The Diagonal Note has an annual interest rate of 11 %
per annum and a maturity date of November
22, 2023. As of May 19, 2023 the principal balance was $ 78,010.
Between May 19, 2023 and June 30, 2023, the Company made principal repayments of $ 26,003
for the Diagonal Note. The Diagonal Note contains a conversion feature, enabling it to convert into shares of the Company's
common stock upon default. The conversion price is equal to 75 %
of the lowest trading price of the Company's common stock during the ten trading days immediately preceding the conversion
date. The conversion feature contains a variable settlement feature that was determined to be a derivative liability (Note 11 -
Derivative Liabilities). As of December 31, 2023, the Company had completed repaying the principal balance of the Diagonal Note and
as a result, the derivative liability was reduced to $ 0
(Note 14 – Stockholders' Equity).

 On
April 17, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Note (the "Seven Knots Note")
to Seven Knots, LLC ("Seven Knots"). The Seven Knots Note had a principal amount of $ 60,000, an annual interest rate of 10 %
per annum, and a maturity date of April 16, 2024. The Seven Knots Note also contained a conversion feature, enabling it to convert into
shares of the Company's common stock upon default. The conversion price was equal to the lower of (1) $ 0.015 per share or (2) 90 %
of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion
date. The conversion feature contained a variable settlement feature that was determined to be a derivative liability (Note 11 - Derivative
Liabilities). On July 17, 2023, the Seven Knots Note was cancelled in exchange for Series A Rights and as a result, the derivative liability
was reduced to $ 0 (Note 14 – Stockholders' Equity).

Notes Payable – Related Parties Issued Prior to Titan Merger

 On
May 12, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Note (the "Sikka Note") to Ajay
Sikka ("Sikka"), a current director and former chief executive officer of the Company. The Sikka Note had a principal amount
of $ 120,000, an annual interest rate of 10 % per annum and a maturity date of May 31, 2024. The Sikka Note also contained a conversion
feature, enabling it to convert into shares of the Company's common stock upon default. The conversion price was equal to the lower
of (1) $ 0.015 per share or (2) 90 % of the average of the two lowest volume-weighted average price of the five trading days ending on
the day immediately prior to the conversion date. The conversion feature contained a variable settlement feature that was determined
to be a derivative liability (Note 11 - Derivative Liabilities). On July 17, 2023, the Sikka Note was cancelled in exchange for Series
A Rights and as a result, the derivative liability was reduced to $ 0 (Note 14 – Stockholders' Equity).

 On
May 12, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Note (the "Miller Note") to Glen
Miller, the Company's chief executive officer. The Miller Note had a principal amount of $ 60,000, an annual interest rate of 10 %
per annum, and a maturity date of May 31, 2024. The Miller Note also contained a conversion feature, enabling it to convert into shares
of the Company's common stock upon default. The conversion price was equal to the lower of (1) $ 0.015 per share or (2) 90 % of the
average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion
date. The conversion feature contained a variable settlement feature that was determined to be a derivative liability (Note 11 - Derivative
Liabilities). On July 17, 2023, the Miller Note was cancelled in exchange for Series A Rights and as a result, the derivative liability
was reduced to $ 0 (Note 14 – Stockholders' Equity).

 F- 27

 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

 31,

 31,

 2023

 2022

 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

 -

 -

 -

 #2 – Bridge Notes

 (e)

 -

 -

 -

 #3 – Bridge Notes

 (f)

 30,000

 -

 -

 -

 #4 – Bridge Notes

 (g)

 180,000

 -

 -

 -

 #5 – Bridge Notes

 (h)

 600,000

 -

 -

 -

 (h)

 600,000

 -

 -

 -

 Parties:

 – 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

 -

 -

 -

 notes payable – related parties

 724,250

 -

 -

 -

 $
 2,871,900

 $
 -

 $
 -

 $
 -

 Notes Payable:

 (a)

 May 19, 2023 and August 7, 2023, the Company issued five 20 % original issue discount Senior Secured Promissory Notes to Calvary (the
 "Calvary Fund Bridge Notes"). The Calvary Fund Bridge Notes have principal amounts ranging from $ 141,000 to $ 400,000.
 The Cavalry Fund Bridge Notes have an annual interest rate of 10 % per annum and maturity dates ranging from May 19, 2024 to August
 7, 2024. The Cavalry Fund Bridge Notes contain identical "rollover rights" conversion features that enable the holders
 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.

 (b)

 May 19, 2023 and July 7, 2023, the Company issued three 20 % original issue discount Senior Secured Promissory Notes to Evergreen
 (the "Evergreen Bridge Notes") with principal amounts ranging from $ 141,000 to $ 400,000. The Evergreen Bridge Notes have
 an annual interest rate of 10 % per annum and were issued with maturity dates ranging from May 19, 2024 to July 7, 2024. The Evergreen
 Bridge Notes contain identical "rollover rights" conversion features that enable the holders 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.

 (c)

 On
 July 20, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Notes to Keystone Capital (the "Keystone
 - Bridge Note") with a principal amount of $ 70,500. The Keystone Bridge Note has an annual interest rate of 10 % per annum and
 was issued with a maturity date of July 20, 2024. The Keystone Bridge Notes contains a "rollover rights" conversion features
 that enable the holders 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.

 F- 28

 (d)

 On
 July 20, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Notes to Seven Knots (the "Seven
 Knots - Bridge Note") with a principal amount of $ 70,500. The Seven Knots Bridge Note has an annual interest rate of 10 % per
 annum and was issued with a maturity date of July 20, 2024. The Seven Knots Bridge Notes contains a "rollover rights"
 conversion feature that enable the holders 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

 (e)

 On
 July 24, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Notes to an individual investor (the "Individual
 #2 – Bridge Note") with a principal amount of $ 300,000. The Individual #2 Bridge Note has an annual interest rate of
 10 % per annum and was issued with a maturity date of July 20, 2024. The Individual #2 Bridge Notes contains a "rollover rights"
 conversion feature that enable the holders 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

 (f)

 On
 July 24, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Notes to an individual investor (the "Individual
 #3 – Bridge Note") with a principal amount of $ 30,000. The Individual #2 Bridge Note has an annual interest rate of 10 %
 per annum and was issued with a maturity date of July 24, 2024. The Individual #3 Bridge Notes contains a "rollover rights"
 conversion feature that enable the holders 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

 (g)

 On
 July 24, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Notes to an individual investor (the "Individual
 #4 – Bridge Note") with a principal amount of $ 180,000. The Individual #4 Bridge Note has an annual interest rate of
 10 % per annum and was issued with a maturity date of July 24, 2024. The Individual #4 Bridge Notes contains a "rollover rights"
 conversion feature that enable the holders 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

 (h)

 On
 July 28, 2023, the Company issued a 20 % original issue discount Senior Secured Promissory Notes to an individual investor (the "Individual
 #5 – Bridge Note") with a principal amount of $ 600,000. The Individual #5 Bridge Note has an annual interest rate of
 10 % per annum and was issued with a maturity date of July 28, 2024. The Individual #5 Bridge Notes contains a "rollover rights"
 conversion feature that enable the holders 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

 Parties:

 (i)

 June 13, 2023 and July 24, 2023, the Company sold and issued two 20 % original issue discount Senior Secured Promissory Notes (the
 "Miller Bridge Notes") to Glen Miller, the Company's chief executive officer. The Miller Bridge Notes both have
 principal amounts of $ 240,000. The Miller Bridge Notes have an annual interest rate of 10 % per annum and were issued with maturity
 dates ranging from June 13, 2024 to July 24, 2024. The Miller Bridge Note contains a "rollover rights" conversion feature
 that enables the holders to convert all or part of the Miller Bridge 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 offering.

 F- 29

 (j)

 On
 June 13, 2023, the Company sold and issued a 20 % original issue discount Senior Secured Promissory Note (the "Titan 5 Bridge
 Note") to Titan 5, a shareholder of the Company. The Titan 5 Bridge Note has a principal amount of $ 120,000, an annual interest
 rate of 10 %, and was issued with a maturity date of June 13, 2024. The Titan 5 Bridge Note contains a "rollover rights"
 conversion feature that enables the holders to convert all or part of the Titan 5 Bridge 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.

 (k)

 On
 December 28, 2023, the Company sold and issued a 20 % original issue discount Senior Secured Promissory Note (the "Celli Bridge
 Note") to Frank Celli, a Director of the Company. The Celli Bridge Note has a principal amount of $ 150,000, an annual interest
 rate of 10 %, and was issued with a maturity date of December 28, 2024. The Celli Bridge Note contains a "rollover rights"
 conversion feature that enables the holders to convert all or part of the Celli Bridge 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.

 (l)

 On
 December 22, 2023, the Company sold and issued a 20 % original issue discount Senior Secured Promissory Note (the "FC Advisory
 Bridge Note") to FC Advisory, a company owned by a Director of the Company. The FC Advisory Note has a principal amount of
 $ 60,000, an annual interest rate of 10 %, and was issued with a maturity date of December 22, 2024. The FC Advisory Bridge Note contains
 a "rollover rights" conversion feature that enables the holders to convert all or part of the FC Advisory Bridge 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.

expense due to convertible note payables for the years ended December 31, 2023 and 2022 was $ 223,846 and $ 0, respectively.

note payables principal maturities for the next year as of December 31, 2023 were as follows:

OF PRINCIPAL MATURITIES OF CONVERTIBLE NOTES PAYABLE

 2024

 $
 3,956,000

 Less:
 debt discounts

 ( 359,850
)

 Total
 convertible notes payable

 $
 3,596,150

 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. Please see Note 10 – Convertible
Notes Payable for more information.

 On
February 12, 2021, the Company granted 25,000 warrants (the "Platinum Point Warrants") that have a term of three-years and
an exercise price of $ 11.60 to Platinum Point Capital, LLC. The warrants granted contain certain price protections, that make the value
of the warrants a derivative liability.

 F- 30

 The
fair value of the Platinum Point Warrants derivative liability is estimated using a Black-Scholes valuation model with a stock price
of $ 11.60. Changes to the inputs used in the model could produce a significantly higher or lower fair value. The following assumptions
were used as of December 31, 2023 and December 31, 2022:

OF VALUATION ASSUMPTIONS

 For
 the Years Ended

 31,

 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:

OF DERIVATIVE LIABILITIES

 31,
 2023

 31,
 2022

 Fair
 value of the Platinum Point Warrants ( 25,000 warrants)

 $
 17,500

 $
 -

 $
 17,500

 $
 -

 Activity
related to the derivative liabilities for the year ended December 31, 2023 is as follows:

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
)

 in fair value of warrants/conversion option - derivative liabilities

 ( 41,670
)

 Ending
 balance as of December 31, 2023

 $
 17,500

 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. The December
Michaelson Amendment states that 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 (Note 9 – Notes Payable).

 The
Advance on Offering balance was $ 50,000 and $ 0 as of December 31, 2023 and 2022, respectively. The Company has analyzed these amounts
and determined that they are liabilities in accordance with 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 forbearance fee, payable in $ 50,000 of cash and $ 50,000 of Series B Preferred Stock. (Please see Note 9 –
Notes Payable and Note 20 – Subsequent Events).

 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 for 2023 and $ 20,500 for 2022. Titan Trucking is required to contribute on behalf of each eligible
participating employee. Titan Trucking will match 50 % of the participants deferral not to exceed 3 % of employee compensation. Employees
will share in the matching contribution regardless of the amount of service completed during the plan year. Employees will become 100 %
vested in the employer matching contributions after one year of service.

 Employer
contributions for the years ended December 31, 2023 and 2022 were $ 15,116 and $ 11,164, respectively.

 F- 31

 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 shares of its Preferred Stock in one or more
series. As a result of the reincorporation and effective January 10, 2024, the authorized capital stock of the Company was amended to
 425,000,000 total shares, consisting of 400,000,000 shares of common stock, par value $ 0.0001 per share, and 25,000,000 shares of "blank
check" preferred stock, par value $ 0.0001 per share, of which 630,900 shares were designated "Series A Convertible Preferred
Stock" (see Note 20 – Subsequent Events).

 Members'

 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 WTI promissory note, a 2.254 % membership interest in Titan Trucking
was granted to the seller of WTI (Note 9 – Notes Payable).

A Preferred Stock

 As
of December 31, 2023, there were no Series A Convertible Preferred shares issued and outstanding.

B Preferred Stock

 As
of December 31, 2023, there were no shares of Series B Preferred Stock issued and outstanding. On July 17, 2023, all outstanding shares
of the Company's Series B Preferred Stock were exchanged for the Company's Series A Rights.

 Each
outstanding share of Series B Convertible Preferred Stock was convertible into the 100 shares of the Company's common stock at
any time commencing after the issuance date. Series B Convertible Stock had no voting rights. Upon any liquidation, dissolution, or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the Series B Holders were entitled to receive out of
the assets of the Company, whether capital or surplus, the same amount that a holder of Common Stock would receive if the Series B Preferred
were fully converted. Except for stock dividends or distributions for, Series B Holders were entitled to receive, and the Company was
required to pay, dividends on shares of Series B Preferred equal (on an as-if-converted-to-Common-Stock basis) to and in the same form
as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. No other
dividends were required to be paid on shares of Series B Preferred.

 On
July 17, 2023, the Company entered into Exchange Agreements (the "Series B Preferred Exchange Agreements") with two accredited
investors, including Sikka. Pursuant to the Series B Preferred Exchange Agreements, such investors exchanged 220,135 shares of the Company's
Series B Convertible Preferred Stock into an aggregate of 22,013,500 Series A Rights dated as of July 17, 2023. On July 20, 2023, the
Company entered into an Exchange Agreement (the "REI Exchange Agreement") with Renovare Environmental, Inc. ("REI")
pursuant to which REI exchanged 14,118,233 shares of Common Stock and 1,250,000 shares of Series B Preferred Stock for 108,729,363 Series
A Rights dated July 20, 2023 and 30,388,873 Series B Rights dated July 20, 2023.

 F- 32

C Preferred Stock

 As
of December 31, 2023, there were 630,900 shares of Series C Preferred Stock issued and outstanding.

 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 and is convertible into 100 shares of the Company's
common stock at any time commencing after the issuance date. The Series C Convertible Stock has voting rights equivalent to the voting
rights of the common stock the holder would receive upon conversion. Upon any liquidation, dissolution, or winding-up of the Company,
whether voluntary or involuntary (a "Liquidation"), the Series C Holders shall be entitled to receive on a pro-rata basis,
the first $ 1,000 out of the assets of the Company, whether capital or surplus, before any distribution of such assets is made or set
aside for the holders of the of common stock and any other stock of the Company ranking junior to the Series C Preferred Stock. Upon
any Liquidation, the Series C Holders shall be entitled to receive out of the assets of the Company, whether capital or surplus, the
same amount that a holder of common stock would receive if the Series C Preferred were fully converted. Except for stock dividends or
distributions for, Series C Holders are entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred equal
(on an as-if-converted-to-Common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when,
as, and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series C Preferred.

 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 shares of the Company's Series C Preferred Stock as consideration.
The Company accounted for the Titan Merger as a reverse acquisition using acquisition accounting. Because the Titan Merger qualifies
as a reverse acquisition and given that Titan was a private company at the time of the Titan Merger and therefore its value was not readily
determinable, the fair value of the merger consideration was deemed to be equal to quoted market capitalization of the Company at the
acquisition date (Note 3 – Business Combinations).

 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 shares of the Company's Series C Preferred Stock to the new chief executive officer
(Note 15 – Stock-Based Compensation). On September 28, 2023, the Company and the chief executive officer signed a cancellation
agreement, and the Series C Preferred Stock shares were rescinded (Note 15 – Stock-Based Compensation).

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
shares of common stock issued and outstanding. As a result of the reincorporation and effective January 10, 2024, each share of the
Company's common stock issued and outstanding immediately prior to the effective time of the reincorporation was converted
into one share of common stock of Titan. Additionally, the authorized shares of common stock was increased to 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.

 F- 33

the year ended December 31, 2023, the Company issued 300,000 shares of common stock due to vested restricted stock awards.

 On
July 17, 2023, the Company also entered into Exchange Agreements (the "Series B Preferred Exchange Agreements") with two
accredited investors, including Sikka. Pursuant to the Series B Preferred Exchange Agreements Sikka exchanged 5,000,000 shares of the
Company's common stock and a payment of receivable from the Company for unreimbursed advances in the amount of $ 100,000 for an
aggregate of 7,000,000 additional Series A Rights dated July 17, 2023. On July 20, 2023, the Company entered into an Exchange Agreement
(the "REI Exchange Agreement") with Renovare Environmental, Inc. ("REI") pursuant to which REI exchanged 14,118,233
shares of Common Stock and 1,250,000 shares of Series B Preferred Stock for 108,729,363 Series A Rights dated July 20, 2023 and 30,388,873
Series B Rights dated July 20, 2023.

 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:

OF CHANGES IN COMMON STOCK WARRANTS

 Outstanding

 Number

 Exercise

 Remaining

 Aggregate

 Exercise

 Of

 Price

 Contractual

 Intrinsic

 Price

 Per
 Share

 Life

 Value

 Per
 Share

 -

 $
 -

 -

 $
 -

 $
 -

 acquired concurrent with the Titan Merger

 108,734

 $
 0.008
 – 16.00

 0.37

 $
 24,905

 $
 9.29

 granted

 2,500,000

 $
 0.06

 5.00

 $
 1,600,000

 $
 0.06

 exercised

 -

 $
 -

 -

 $
 -

 $
 -

 expired/cancelled

 -

 $
 -

 -

 $
 -

 $
 -

 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

 at December 31, 2021

 -

 $
 -

 -

 $
 -

 $
 -

 granted

 -

 $
 -

 -

 $
 -

 $
 -

 exercised/exchanged

 -

 $
 -

 -

 $
 -

 $
 -

 expired/cancelled

 -

 $
 -

 -

 $
 -

 $
 -

 -

 $
 -

 -

 $
 -

 $
 -

 Exercisable

 -

 $
 -

 -

 $
 -

 $
 -

 On December 28, 2023, the Company issued 2,500,000
warrant shares to Cavalry 1 LP in exchange for $ 300,000
of which $ 33,000
was paid for issuance fees. The warrants were valued at their fair value at the time of grant, which was deemed to be $ 0.55
per share. The fair value of the warrants was in excess of the consideration received, and as a result the Company recognized
a deemed dividend of $ 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 of convertible notes and $ 75,263 of accrued interest were
cancelled in exchange for 38,800,764 Series A Rights dated as of July 17, 2023 (Note 10 – Convertible Notes Payable). The Series
A Rights were valued at their fair value at the time of grant, which was deemed to $ 2.90 per Series A Right Share.

 F- 34

 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 shares
of the Company's Series B Convertible Preferred Stock into an aggregate of 22,013,500 Series A Rights dated as of July 17, 2023.
Pursuant to the Series B Preferred Exchange Agreement Sikka also exchanged 5,000,000 shares of the Company's common stock and a
payment of receivable from the Company for unreimbursed advances in the amount of $ 100,000 for an aggregate of 7,000,000 additional Series
A Rights dated July 17, 2023. The Series A Rights were valued at their fair value at the time of grant, which was deemed to $ 2.90 per
Series A Right Share.

 On
July 20, 2023, the Company entered into an Exchange Agreement (the "REI Exchange Agreement") with Renovare Environmental,
Inc. ("REI") pursuant to which REI exchanged 14,118,233 shares of Common Stock and 1,250,000 shares of Series B Preferred
Stock for 108,729,363 Series A Rights dated July 20, 2023 and 30,388,873 Series B Rights dated July 20, 2023. The Series A Rights and
Series B Rights were valued at their fair value at the time of grant, which was deemed to be $ 1.80 per Series A Right Share and $ 1.80
per Series B Right Share.

 The
transactions contemplated by the Note Exchange Agreement, Series B Preferred Exchange Agreement and REI Exchange Agreement are together
referred to as the "Rights Exchanges". As a result of the Rights Exchanges, the Company recognized a loss of $ 116,591,322
during the year ended December 31, 2023.

 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).

 F- 35

 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 shares. The 2023 Plan terminates upon the earlier of 1) the earliest date at which all shares
awarded under the plan have been satisfied in full or terminated and there remain no new shares authorized to be issued under the plan,
or 2) the tenth anniversary of the plan's effective date.

 The
activity for restricted stock awards under the Company's incentive plans was as follows for the years ended December 31, 2023 and
2022:

OF RESTRICTED STOCK AWARDS ACTIVITY

 Remaining

 Number

 Grant
 Date

 Contractual

 Fair
 Value

 Term
 (years)

 Nonvested
 at December 31, 2021

 -

 $
 -

 -

 Granted

 -

 $
 -

 -

 vested

 -

 $
 -

 -

 Forfeitures

 -

 $
 -

 -

 Nonvested

 -

 $
 -

 -

 Nonvested

 -

 $
 -

 -

 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

 -

 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 shares of common stock related to restricted stock grants that were vested and unissued. On September
13, 2023, the Company signed a Cancellation of Restricted Stock Grants Agreement with Sikka and two directors which rescinded and annulled
 1,705,000 of the vested and unreleased shares and the 3,000,000 unvested shares. Consequently, the obligation to issue shares was eliminated.

 Stock-based
compensation from restricted stock awards for the years ended December 31, 2023 and 2022 was $ 5,590,485 and $ 0, respectively. As of December
31, 2023, there remained $ 0 of unrecognized stock-based compensation from restricted stock awards. The total fair value of restricted
shares that vested during the years ended December 31, 2023 and 2022 was $ 3,510 and $ 0, respectively. The fair value of the vested and
unreleased shares on the date of the Titan Merger was $ 16,439.

 On
the Titan Merger acquisition date, the Company awarded 70,100 shares of Series C Preferred Stock that vested immediately to its chief
executive officer, and as a result recorded $ 5,586,796 of stock-based compensation (Note 14 – Stockholders' Equity). On September
28, 2023, the Company and the chief executive officer signed a cancellation agreement and the Series C Preferred Stock shares were rescinded.
Under the terms of the cancellation agreement, the Company agreed to issue ten-year stock options to acquire a number of shares of common
stock of the Company in order to provide the chief executive officer an equity interest in the Company commensurate with the value of
the original stock award. Such options will have an exercise price equal to the sale price of the common stock in the next public offering
of common stock consummated by the Company.

 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.

 F- 36

 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
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.

 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, and its term shall automatically be extended by additional one -year term extensions unless the agreement is
terminated by either party prior to the end of the current term. 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. The Company recognized related party consulting expense of $ 159,600 during the year ended December 31, 2023 due to
the May 2023 Agreement. As of December 31, 2023, the Company had a related party accounts payable balance of $ 99,750 due to the May 2023
Agreement. The Company also had a related party accounts payable balance of $ 30,767 due to expenses paid by the consultant on behalf of
the Company.

 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,
attorney fees and other unspecified litigation costs. The Company answered the complaint, denying all of the basic allegations, and
the plaintiff then moved to strike the Company's answer. In December 2023, the parties entered an agreement pursuant to which the
plaintiff agreed to produce all of the documents supporting its claim that it performed services under the contracts, and the Company
agreed to serve and file an amended answer within 21 days after receipt of their documents. Since that time, the plaintiff produced
its documents and the Company filed its amended answer. The Company anticipates conducting deposition discovery in the weeks and
months ahead, and the matter is scheduled for trial in Illinois in September 2024. 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.

 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

 31,

 31,

 2023

 2022

 C preferred stock

 63,090,000

 -

 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 the Company determined that the Series A Rights and Series B Rights should
be included in the determination of basic and diluted 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.

 F- 37

 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:

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
 %

 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:

OF DEFERRED TAX ASSETS

 As
 of

 As
 of

 31,

 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:

 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.
Of the $ 14.9
million of net operating losses, $ 1.3
million will begin to expire in 2029 and $ 13.6
million will not expire but will be limited
in utilization of 80% of taxable income. Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable
income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. Furthermore,
the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. The
valuation allowance was increased by approximately $ 4,497,000
in 2023.

 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 uncertain tax positions as of December 31,
2023. The Company classifies income tax penalties and interest, if any, as part of other general and administrative expenses in the
accompanying consolidated statements of operations. The Company did not expense any penalties or interest during the years ended
December 31, 2023 or 2022, and did not accrue any penalties or interest as of December 31, 2023 or 2022.

 NOTE
19 – SEGMENT REPORTING

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.

Segment: The Trucking Segment generates service revenues and incurs expenses by transporting environmental and other waste for customers.

 F- 38

Segment: The Digester Segment primarily generates revenues and incurs expenses through the production and sale of 'digester'
equipment to customers. The segment also generates revenue through related services such as digester maintenance and software services.

 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:

OF TOTAL REVENUES FOR EACH REPORTABLE SEGMENT

 Year
 Ended

 Year
 Ended

 31,

 31,

 2023

 2022

 $

 $

 6,228,457

 1,395,992

 -

 Corporate
 / Other

 -

 Total
 Company

 $

 $

 Gross
profit (loss) for each reportable segment is as follows:

 SCHEDULE OF GROSS PROFIT (LOSS) FOR EACH
REPORTABLE SEGMENT

 Year
 Ended

 Year
 Ended

 31,

 31,

 2023

 2022

 $

 $

 322,657

 ( 4,740
)

 798,748

 -

 Corporate
 / Other

 -

 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

 31,

 31,

 2023

 2022

 $

 $

 ( 4,152,256
)

)

 ( 20,303,071
)

 -

 Corporate
 / Other

 ( 124,549,722
)

 -

 Total
 Company

 $
 ( 149,005,049
)

 $
)

 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

 and amortization (1)

 As
 of December 31,

 Year
 Ended December 31,

 Year
 Ended December 31,

 2023

 2022

 2023

 2022

 2023

 2022

 $
 8,804,653

 $

 $
 643,100

 $
 3,349,628

 $
 492,770

 $

 Digesters

 13,122,976

 -

 14,345

 —

 436,684

 —

 Corporate
 / Other

 247,845

 -

 -

 —

 —

 —

 Total
 Company

 22,175,474

 657,445

 3,349,628

 929,454

 (1)

 expense of $ 424,040 and $ 325,382 for the year ended December 31, 2023 and 2022, respectively, is classified as cost of revenues on
 the consolidated income statement and included in the Trucking Segment depreciation and amortization because it is information reviewed
 by the CODM.

 F- 39

 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.

in Equity Instruments and Share Authorizations

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 total shares,
consisting of 400,000,000 shares of common stock, par value $ 0.0001 per share, and 25,000,000 shares of "blank check" preferred
stock, par value $ 0.0001 per share, of which 630,900 shares were designated "Series A Convertible Preferred Stock". Due to
the reincorporation the Company also adopted the "Titan Environmental Solutions Inc. 2023 Equity Incentive Plan".

 Authorization
of Reverse Stock Split

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 shares of old Titan common stock, at the discretion
of the Titan board of directors, at any time prior to the first anniversary of the effective date of the reincorporation. 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.

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 of the Company's Series A Rights were exercised. As a result, the Company issued 100,000 shares of common
stock.

January 17, 2024 and January 29, 2024, 10,152,269 of the Company's Series B Rights were exercised. As a result, the Company issued
 10,152,269 shares of common stock.

 F- 40

 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, an annual
interest rate of 11 %, and a principal balance of $ 62,500. The note also was issued with an original issue discount of $ 12,500. The note
contains 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 note also contains
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.

 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
and an original issue discount of $ 5,000. The note is non-interest bearing and matures on June 30, 2024. 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 and an original issue discount of $ 5,000.
The note is non-interest bearing and matures on June 30, 2024. 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, an annual interest rate of 11 %, and a principal balance of $ 62,500. The note also was issued with an original
issue discount of $ 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, an annual interest rate of 11 %, and a principal balance of $ 125,000. The note also was issued with an original issue discount
of $ 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 shares that were
designated Series A Convertible Preferred Stock ("Series A Preferred Stock"). The rights related to the Series A Preferred
Stock are virtually identical to the rights related to the Company's common stock, except that each share of Series A Preferred
Stock is convertible into 100 shares of Common Stock and the shares of Series A Preferred Stock vote together with the Common Stock on
all matters submitted for a vote to our common stockholders on an as-converted basis.

 As
of April 3, 2024, the Company's board of directors designated a series of Preferred Stock consisting of 1,360,000 shares that were
designated Series B Convertible Preferred Stock ("Series B Preferred Stock").

 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. Holders of Series B Preferred Stock
are entitled to receive dividends accruing on a daily basis in arrears at the rate of 10 % per annum, or after the occurrence and during
the continuance of a Triggering Event (as defined in the Certificate of Designations, as amended (the "Amended Certificate of Designation")),
 15 % per annum, based on a 360 day year and the stated value of the Series B Preferred Stock of $ 10.00 per share (the "Stated Value").
The Company may, at its option, upon not less than ten (10) days nor more than sixty (60) days' written notice, redeem the then
issued and outstanding shares of Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption
price of 130 % of the Stated Value per share of Series B Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not
including, the date fixed for redemption. Upon the occurrence of a Mandatory Redemption Event (as defined in the Amended Certificate
of Designation), the Company will be required to redeem all of the then issued and outstanding shares of Series B Preferred Stock. The
holders of the Series B Preferred Stock may elect to convert the Series B Preferred Stock into shares of Common Stock, at the applicable
conversion rate (subject to certain adjustments), at any time, which right is subject to the Beneficial Ownership Limitation (as defined
in the Amended Certificate of Designation). Subject to certain terms, the Company has the right to require that each holder of Series
B Preferred Stock mandatorily convert all or any portion of their Series B Preferred Stock. A holder of outstanding shares of Series
B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares
of Series B Preferred Stock held by such the Holder are convertible on any matter presented to the Company's stockholders, except as required
by law or as specifically set forth in the Amended Certificate of Designation. In the event of a liquidation, dissolution or winding
up of the Company, each holder of Series B Preferred Stock is entitled to receive out of the Company's assets before any payment
or distribution shall be made to the holders of any Junior Securities (as defined in the Amended Certificate of Designation), the greater
of (i) an amount per share equal to the sum of (x) the Stated Value and (y) any unpaid dividends, and (ii) the same amount that a holder
of Common Stock would receive on an as-converted basis.

 Warrants and Securities
Purchase Agreement

 On January 5, 2024, the Company received $ 650,000
from three investors in exchange for preferred stock and warrants. The first investor received 916,667 warrants, the second investor received
 666,667 warrants, and the third investor received 1,166,667 warrants. Each warrant has an exercise price of $ 0.06 per share and requires
the Company to keep in reserve for issuance a number of common stock shares equal to 125 % of the shares necessary to be issued in the
event that the warrant is exercised. Each warrant also expires five years following the issuance date. The Company issued the warrants
to their respective investors on January 5, 2024, but as of filing, the preferred stock remained unissued.

 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 shares of the Company's Series B Preferred Stock and 5,000,000 warrants in exchange for consideration
of $ 500,000. Each warrant has an exercise price of $ 0.06 per share and requires the Company to keep in reserve for issuance a number of
common stock shares equal to 125 % of the shares necessary to be issued in the event that the warrant is exercised. Each warrant also expires
five years following the issuance date.

 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 to Michaelson upon the closing of the acquisition of Standard Waste Services,
LLC -- $ 500,000 will be repayment of principal and $ 100,000 will be a fee for the forbearance (payable $ 50,000 in cash and $ 50,000 in
Series B Preferred Stock), 2) any new debt incurred by the Company shall be subordinated to the Michaelson Note, and 3) Michaelson is
to receive 25 % of the net proceeds on any capital raised greater than $ 6.0 million (Note 9 – Notes Payable).

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