8-K/A - TESI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(AMENDMENT

NO. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2023

TRAQIQ,

INC.

(Exact name of registrant as specified in charter)

California	000-56148	30-0580318
(State<br> or other Jurisdiction of<br><br> <br>Incorporation<br> or Organization)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
1931 Austin Drive<br><br> <br>Troy, Michigan	48083
---	---
(Address<br> of Principal Executive Offices)	(zip<br> code)

(248)775-7400

(Registrant’s telephone number, including area code)

14205

SE 37th Street, Suite 100, Bellevue, WA 98006

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, par value $.0001 per share	TRIQ	OTC<br> QB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

EXPLAINATORY

NOTE

On May 19, 2023, TraQiQ, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the consummation of its acquisition of Titan Trucking, LLC, a Michigan limited liability company (“Titan”). This Amendment No. 1 to the Original Form 8-K amends and supplements Item 9.01 of the Original Form 8-K to provide the historical audited financial statements of Titan and the unaudited pro form condensed combined financial information of the Company pursuant to Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to such items. Except as noted in this paragraph, no other information contained in the Original Form 8-K is amended or supplemented.

Item 9.01.	Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired

The financial statements for Titan required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2 to this Amendment No.1 and incorporated herein by reference.

(b)Pro Forma Financial Information

The unaudited pro forma condensed financial information for the Company required by Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Amendment No. 1 to the Original Form 8-K and incorporated herein by reference.

(c)Not applicable.

(d)Exhibits. The exhibits listed in the exhibit index below are being filed herewith.

EXHIBIT

INDEX

Exhibit<br><br> <br>Number	Description
23.1	Consent<br> of Freed Maxick CPAs, P.C., Independent Auditor for Titan Trucking, LLC and Subsidiary.
99.1	The<br> audited Financial Statements of Titan Trucking, LLC and Subsidiary as of and for the years ended December 31, 2022 and 2021,<br> and the related notes thereto.
99.2	The<br> unaudited Financial Statements of Titan Trucking, LLC and Subsidiary as of and for the three months ended March 31, 2023,<br> and the related notes thereto.
99.3	The<br> unaudited Pro Forma Condensed Combined Financial Information of TraQiQ, Inc. as of and for the three months ended March 31,<br> 2023, and the year ended December 31, 2022, and the related notes thereto.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> November 16, 2023	TRAQIQ, INC.
	By:	/s/ Glen Miller
		Glen<br> Miller
		Chief<br> Executive Officer

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Exhibit****23.1

CONSENT****OF INDEPENDENT AUDITOR

We consent to the use in this Current Report on Form 8-K/A of TraQiQ, Inc. of our report for Titan Trucking, LLC and Subsidiary dated September 28, 2023, which includes an explanatory paragraph as to Titan Trucking, LLC and Subsidiary’s ability to continue as a going concern, relating to the consolidated financial statements of Titan Trucking, LLC and Subsidiary as of and for the years ended December 31, 2022 and 2021, appearing in this Current Report on Form 8-K/A.

/s/ FreedMaxick CPAs, P.C.

Buffalo, New York

November 16, 2023

Exhibit99.1

TITAN

TRUCKING, LLC, AND SUBSIDIARY

A

LIMITED LIABILTY COMPANY

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER

31, 2022 AND 2021

C

O N T E N T S

	Pages
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM	1-2
CONSOLIDATED BALANCE SHEETS	3
CONSOLIDATED STATEMENTS OF OPERATIONS	4
CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY (DEFICIENCY)	5
CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	7-16

Report

of Independent Registered Public Accounting Firm

To the Members of Titan Trucking, LLC and Subsidiary (A Limited Liability Company):

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Titan Trucking, LLC and Subsidiary (A Limited Liability Company) (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in members’ equity (deficiency), 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, 2022 and 2021 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasisof Matter – Going Concern

The accompanying consolidated 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 suffered recurring losses from operations and its total current liabilities exceed its total current assets. 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.

Basisfor 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 and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 provides a reasonable basis for our opinion.

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CriticalAudit 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.

CriticalAudit Matter Description

As described in Notes 5 and 6 to the financial statements, on June 10, 2022 and December 9, 2022, the Company completed acquisitions of Century Waste Management and WTI Global, Inc., respectively. The transactions were accounted for as asset acquisitions (the “Acquisitions”). The net assets acquired were recorded at fair value and included vehicles and equipment from Century Waste Management and a customer list intangible from WTI Global, Inc.

Auditing the Company’s accounting for these Acquisitions was complex due to the judgement involved in evaluating whether the Acquisitions met the criteria of a business combination or an asset acquisition among other accounting considerations. The subjective considerations included whether substantially all the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets.

Howthe Critical Matter Was Addressed in the Audits

To test the Company’s accounting for the Acquisitions, we performed the following audit procedures:

●	We<br> evaluated the Company’s application of the relevant accounting guidance under ASC Topic 805 – Business Combinations.
●	We<br> obtained and read the relevant asset purchase agreements and assessed the completeness and accuracy of the net assets acquired.
●	We<br> recalculated the fair value of the consideration paid in the Acquisitions.
●	We<br> evaluated the reasonableness of the valuation methodologies used to arrive at the fair value of the acquired assets.
●	We<br> assessed the appropriateness of the related disclosures in the financial statements.

/s/ Freed Maxick CPAs, P.C.

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

Buffalo, New York

September 28, 2023

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

CONSOLIDATED

BALANCE SHEETS

DECEMBER

31, 2022 AND 2021

	DECEMBER 31, <br> 2022		DECEMBER 31,<br> 2021
ASSETS
Current Assets:
Cash	$	26,650	$	33,579
Accounts receivable, net		517,583		413,723
Subscriptions receivable		200,000		-
Other receivables		1,241		426,016
Prepaid expenses and other current assets		128,689		88,314
Total Current Assets		874,163		961,632
Property and equipment, net		5,643,941		3,160,179
Intangible assets, net		687,500		-
Other assets		8,251		8,251
Operating lease right-of-use asset, net		194,112		276,370
Total Non-current Assets		6,533,804		3,444,800
TOTAL ASSETS	$	7,407,967	$	4,406,432
LIABILITIES AND MEMBERS’ EQUITY (DEFICIENCY)
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	736,658	$	373,647
Accrued payroll and related taxes		50,983		33,039
Notes payable, net of deferred financing costs		1,098,158		1,244,206
Notes payable, net – related parties		-		3,660,864
Notes payable, net		-		3,660,864
Operating lease liability		95,243		85,303
Total Current Liabilities		1,981,042		5,397,059
Long-term notes, net of deferred financing costs		2,785,531		837,219
Operating lease liability, net of current portion		115,290		210,533
Total Non-current Liabilities		2,900,821		1,047,752
Total Liabilities		4,881,863		6,444,811
MEMBERS’ EQUITY (DEFICIENCY)
Members’ equity (deficiency)		2,526,104		(2,038,379	)
Total Members’ Equity (Deficiency)		2,526,104		(2,038,379	)
TOTAL LIABILITIES AND MEMBERS’ EQUITY (DEFICIENCY)	$	7,407,967	$	4,406,432

The

accompanying notes to the financial statements are an integral part of these statements.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

CONSOLIDATED

STATEMENTS OF OPERATIONS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	2022			2021
	For the Years Ended December 31,
	2022			2021
REVENUE	$	4,203,112		$	3,315,256
COST OF REVENUES		4,207,852			3,317,225
GROSS LOSS		(4,740	)		(1,969	)
OPERATING EXPENSES:
Salaries and salary related costs		475,512			395,395
Professional fees		265,575			30,503
General and administrative expenses		359,175			237,243
Total Operating Expenses		1,100,262			663,141
OPERATING LOSS		(1,105,002	)		(665,110	)
OTHER INCOME (EXPENSE):
Interest expense, net of interest income		(199,453	)		(140,812	)
Loss on sale of assets		(168,208	)		(262,264	)
Employee Retention Credits		-			422,845
Forgiveness of Paycheck Protection Program loans		812,305			-
Other income		1,696			57,291
Total other income (expense)		446,340			77,060
NET LOSS	$	(658,663	)	$	(588,050	)
LOSS PER UNIT (BASIC AND DILUTED)
Weighted-average units outstanding		100			100
Net loss per unit	$	(6,587	)	$	(5,881	)

The

accompanying notes to the financial statements are an integral part of these statements.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

CONSOLIDATED

STATEMENT OF CHANGES IN MEMBERS’ EQUITY (DEFICIENCY)

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	Members’ Equity<br><br> (Deficiency)
Balance – January 1, 2021	$	(1,450,329	)
Net loss		(588,050	)
Balance – December 31, 2021		(2,038,379	)
Balance		(2,038,379	)
Contributions		5,223,146
Net loss		(658,663	)
Balance – December 31, 2022	$	2,526,104
Balance	$	2,526,104

The

accompanying notes to the financial statements are an integral part of these statements.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	2022			2021
	FOR THE YEARS ENDED DECEMBER 31,
	2022			2021
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(658,663	)	$	(588,050	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Employee Retention Credits		-			(422,845	)
Forgiveness of PPP loans		(812,305	)		-
Bad debt expense		77,690			-
Depreciation and amortization		325,382			304,175
Loss on sale of property and equipment		168,208			262,264
Amortization of loan origination fees		6,663			-
Change in assets and liabilities:
Accounts receivable		(181,549	)		(63,873	)
Prepaid expenses and other current assets		(40,374	)		(7,812	)
Other receivables		424,775			-
Other assets		-			3,800
Operating lease right-of-use asset		82,258			76,179
Accounts payable and accrued expenses		363,010			(9,188	)
Accrued payroll and payroll taxes		17,944			14,862
Operating lease liability		(85,303	)		(76,172	)
Total adjustments		580,761			(62,204	)
Net cash used in operating activities		(312,264	)		(506,660	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(3,349,628	)		(47,177	)
Disposal of property and equipment		371,819			211,965
Net cash provided by (used in) investing activities		(2,977,809	)		164,788
CASH FLOWS FROM FINANCING ACTIVITIES
Loan origination fees		(99,950	)		-
Proceeds from notes payable		4,398,833			1,806,332
Repayments of notes payable		(1,015,739	)		(1,486,279	)
Net cash provided by financing activities		3,283,144			320,053
NET DECREASE IN CASH		(6,929	)		(21,819	)
CASH – BEGINNING OF YEAR		33,579			55,398
CASH – END OF YEAR	$	26,650		$	33,579
CASH PAID DURING THE YEAR FOR:
Interest expense	$	219,404		$	112,423
SUPPLEMENTAL NON-CASH DISCLOSURES OF CASH FLOW:
Member contributions in exchange for loans payable	$	4,505,646		$	-
Subscription receivable in exchange for equity	$	200,000		$	-
Member contributions in exchange for intangible asset purchase	$	517,500		$	-
Note payable in exchange for intangible asset purchase	$	170,000		$	-

The

accompanying notes to the financial statements are an integral part of these statements.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

NOTE

1 – ORGANIZATION AND NATURE OF OPERATIONS

BusinessOperations

Titan Trucking, LLC (the “Company”) was incorporated in the State of Michigan on January 26, 2017. The Company was formed as a limited liability company. The registered business address is located at 51512 Industrial Drive, New Baltimore, Michigan 48047.

The Company is engaged in the full-service solution of waste management. The Company offers a comprehensive package of waste reduction, collection, recycling, and technology-enabled solutions to support customer demand.

Senior

Trucking, LLC (“Senior’) was established on March 14, 2017 with 100% ownership by the single member of Titan Trucking, LLC (“Titan”). Senior was formally acquired by Titan on April 5, 2020. Senior has operated exclusively under the management and assets of Titan since inception.

GoingConcern

The Company’s consolidated financial statements as of December 31, 2022 and 2021, are prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates continuation of the Company as a going concern. This contemplates the realization of assets and liquidation of liabilities in the ordinary course of business.

For

the year ended December 31, 2022, the Company had a net loss of $658,663 ($588,050 in 2021). The working capital of the Company had a deficit of $1,106,879 for the year ended December 31, 2022 (deficit of $4,435,427 in 2021). Additionally, the Company used cash of $312,264 related to its operating activities during the year ended December 31, 2022. The Company had a cash balance of $26,650 as of December 31, 2022. 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 the date that the financial statements are issued. The Company continues to shrink its working capital deficit year-over-year and has been able to continually meet the working capital needs of the business as they come due.

Management’s plans include raising capital through issuances of equity and debt securities and minimizing operating expenses of the business to improve the Company’s cash burn rate, in conjunction with the TraqIQ reverse-merger (Note 13). The combined companies, subsequent to the reverse merger, have been successful in attracting substantial capital from investors interested in the current public status of the Company, which has been used to support its ongoing cash outlays. In the second half of the year ended 2023, TraqIQ, its new legal parent company, obtained approximately $1 million in cash from private investors and believes, but cannot guarantee, it will continue to be able to attract capital from outside sources as it pursues a move to a national exchange. The Company has engaged a qualified investment bank to assist in its uplifting and simultaneous raise of capital. Additionally, the Company’s revenues continue to grow, and management expects the Company to shrink its net losses over the upcoming quarters through organic and acquisitive growth.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

NOTE

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the regulations of the United States Securities and Exchange Commission. The Company adopted a December 31 fiscal year-end for financial statement reporting purposes.

The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented.

Principlesof Consolidation

The consolidated financial statements include the accounts of Titan Trucking LLC and Senior Trucking LLC, its wholly owned affiliate. All material inter-company accounts and transactions have been eliminated.

Basisof Accounting

The Company’s policy is to prepare its combined financial statements on the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred.

AccountingEstimates

The preparation of consolidated financial statements in conformity with U.S. GAAP in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

BusinessCombinations

Under the guidance enumerated in FASB Accounting Standards Codification (“ASC”) 805, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asst or group of similar identifiable assets, the set is not considered a business and is accounted for as an asset acquisition at which point, the acquirer measures the assts acquired based on their cost, which is allocated on a relative fair value basis.

Business combinations are accounted for utilizing the fair value of consideration determined by the Company’s management and external specialists. The Company recognizes estimated fair values of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Goodwill is recognized as any excess in fair value over the net value of assets acquired and liabilities assumed.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Cashand cash equivalents

The

Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2022, the Company had no amounts above this amount.

AccountsReceivable, net

Accounts

receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company writes off bad debts as they occur during the year. As of the year ended December 31, 2022, the Company allocated $77,690 to the allowance for doubtful accounts. There was no allowance for the year ended December 31, 2021.

SubscriptionsReceivable

Subscription receivable consists of members’ equity that have been issued with subscriptions that have not yet been settled. As of December 31, 2022 and 2021, there were $200,000 and nil, respectively, in subscriptions that had not yet settled. All these funds were settled in January of 2023, prior to the filing of this report. Subscriptions receivable are carried at cost which approximates fair value.

Propertyand Equipment, net

Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations or the period in which the disposal occurred. The Company utilizes a useful life ranging from 5 to 25 years for its trailers, tractors, shop equipment, leasehold improvements, and containers.

Management regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of December 31, 2022.

FiniteIntangible Assets, net

Finite intangible assets are recorded at their estimated fair value at the date of acquisition. They are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. The Company acquired the finite intangible asset, customer lists, as part of the asset acquisition of WTI Global, Inc. Customer lists are amortized over a remaining useful life of 10 years as determined by management.

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Management assessed and concluded that no impairment write-down would be necessary for the finite-lived intangible assets as of December 31, 2022.

FairValue of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and short-term notes payable. As of the consolidated balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments.

Leases

The Company assesses whether a contract is or contains a lease at inception of the contract and recognizes right-of-use assets (“ROU”) and corresponding lease liabilities at the lease commencement date. The lease term is used to calculate the lease liability, which includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The leases the Company currently holds do not have implicit borrowing rates, therefore the Company utilizes its incremental borrowing rate to measure the ROU assets and liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU or liability.

The Company has elected to apply the practical expedient to not separate the lease and non-lease components of a contract, which ultimately results in a higher amount of total lease payments being included within the present value calculation of the lease liability.

LoanOrigination Fees

Loan

origination fees represent loan fees relating to notes granted to the Company and are amortized over the life of the note. Amortization expense for the year ended December 31, 2022 was $6,663. The net amount of $93,745 was netted against the outstanding long-term debt.

RevenueRecognition

The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers, which requires the following:

1. Identify the contract with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price of the contract.

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

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

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

The Company’s operating revenues are primarily generated from fees charged for the collection and disposal of waste. Revenues are recognized at a point in time immediately after completion of disposal of waste at a landfill or transfer station and billed out to customers. Rates charged for services performed are usually based on pre-negotiated amounts via contractual obligations and are billed on a performance satisfaction basis via invoice. Invoices usually contain a payment term of net 30 days. There are no significant financing operations with customers in relation to revenues generated and collected.

Revenues from collection operations are influenced by factors such as collection frequency, type of collection furnished, type and volume or weight of the waste collected, distance to the disposal facility or material recovery facility and disposal costs. Fees charged at transfer stations are generally based on the weight or volume of waste deposited, including the cost of loading, transporting, and disposing of the solid waste at a disposal site. The fees charged for services generally include environmental, fuel charge and regulatory recovery fees, which are intended to pass through to customers direct and indirect costs incurred.

ConcentrationRisk

The Company performs a regular review of customer activity and associated credit risks.

During the year ended December 31, 2022, one customer accounted for more than 63% of accounts receivable. During the year ended December 31. 2021, two customers accounted for more than 77% of total accounts receivable.

During the year ended December 31, 2022, three customers accounted for more than 76% of total revenues generated. During the year ended December 31, 2021, three customers accounted for more than 77% 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.

Basicand Diluted Loss per Unit

The Company presents both basic and diluted earnings per unit for the periods presented in the consolidated financial statements. Basic and diluted loss per unit is calculated by dividing the net loss attributable to the Company by the weighted average number of units outstanding during the periods presented.

IncomeTaxes

The Company, with consent from its members, has elected under the Internal Revenue Code to be an “S” corporation. In lieu of corporation income taxes, the shareholders of an “S” corporation are taxed on their proportionate share of the Company’s taxable income.

Advertisingand Marketing Costs

Costs

associated with advertising are charged to expense as occurred. For the years ended December 31, 2022 and 2021, the advertising and marketing costs were $11,336 and $3,394, respectively.

| 11 |

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

RecentlyIssued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” This amendment replaces the incurred methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. In November 2019, the FASB issued No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect a material impact from the adoption of ASU 2016-13 on the consolidated financial statements.

NOTE

4 - OTHER RECEIVABLES

SCHEDULE

OF OTHER RECEIVABLES

	December 31,<br><br> 2022		December 31, <br><br>2021
Employee retention credit (1)	$	-	$	422,845
Other receivables		1,241		3,171
Total	$	1,241	$	426,016

(1)

During 2021, the Company applied for the Employee Retention Credits (“ERC”) in the amount of $422,845 relating to the 2020 and 2021 fiscal years. The Company assessed the probability of receiving the funds at December 31, 2021 and determined that the conditions attached to receiving the ERC were met and it was probable to be received. As a result, the Company recognized income of $422,845 during the year ended December 31, 2021.

NOTE

5 – PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following as of December 31, 2022 and 2021:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	December 31, <br><br>2022			December 31, <br><br>2021
Containers	$	1,397,311		$	-
Trucks and tractors		4,086,968			2,213,265
Trailers		1,197,357			1,829,853
Shop equipment		40,380			40,380
Leasehold improvements		19,589			19,589
Property and equipment , gross		6,741,605			4,103,087
Less: accumulated depreciation		(1,097,664	)		(942,908	)
Net book value	$	5,643,941		$	3,160,179

Depreciation

expenses for the year ended December 31, 2022 and 2021 were $325,382 and $304,175, respectively.

| 12 |

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

On

June 10, 2022, the Company entered into an asset purchase agreement with Century Waste Management for consideration of approximately $1,805,000. The entire purchase price agreement was allocated as fair value to the fixed assets 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, the Company entered into several private equipment financing agreements.

NOTE

6 – INTANGIBLES, NET

Intangible assets acquired consisted of the following as of December 31, 2022 and 2021: ****

SCHEDULE

OF ACQUIRED INTANGIBLE ASSETS

	December 31, <br><br>2022		December 31, <br><br>2021
Customer lists	$	687,500	$	-
Less: accumulated amortization		-		-
Net book value	$	687,500	$	-

For

the years ended December 31, 2022 and 2021, there were no amortization expenses recorded. Amortization is expected to be $68,750 for each of the next five years.

On

December 9, 2022, the Company entered into a purchase agreement with WTI Global, Inc. (the “seller”) 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 the Company for $517,500. See Note 9 and 10 for further details.

NOTE

7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Detail of accounts payable and accrued expenses as of December 31, 2022 and 2021 is as follows: ****

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	December 31, <br><br>2022		December 31, <br><br>2021
Accounts payable	$	669,231	$	309,833
Credit card payable		29,454		28,683
Accrued interest		12,298		35,131
Accrued expenses and other		25,675		-
Total accounts payable and accrued expenses	$	736,658	$	373,647

| 13 |

| --- |

TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

NOTE

8 – LEASE PAYABLE

after a 2-month rent abatement period. Straight

rent was calculated at $8,479

per

month. The total remaining operating lease expenses through the expected termination date is approximately $211,963

.

Total operating lease expenses for the years ended December 31, 2022 and 2021 were $112,753

and $112,198

, respectively.

SCHEDULE

OF LEASE PAYABLE

	As of December 31,
	2022			2021
Weighted average remaining lease term (in years)		2.08			3.08
Weighted average discount rate		7.57	%		7.57	%

Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of December 31, 2022 are as follows:

SCHEDULE

OF FUTURE MINIMUM LEASE PAYMENT

Fiscal Year	Operating Lease Payments
2023	$	107,930
2024		111,168
2025		9,287
Total minimum lease payments		228,385
Less: imputed interest		(17,852	)
Present value of future minimum lease payments	$	210,533
Current operating lease liabilities		95,243
Non-current operating lease liabilities		115,290

On April 1, 2023, the Company entered into a 60-month lease in Detroit, Michigan with a related party, which terminates on March 31, 2028. The monthly payments were initiated on May 1, 2023, after a 1-month rent abatement period. Straight rent was calculated at $33,564 per month.

| 14 |

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TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

NOTES

9 – NOTES PAYABLE

The Company borrows funds from various creditors to finance equipment and vehicles and acquisitions consisting of the following:

SCHEDULE

OF NOTES PAYABLE


Lender	Maturity<br><br> Date	Interest<br><br> Rate		Monthly Payment
			%						$
Loans
Fifth Third Bank (PPP)**	2/8/22 - 5/24/22		-		-	-	-	812,304	-
WTI Global	On demand		7.00		-	170,000	-	-	-
Collateralized Loans
Peoples United	11/10/23		5.75		16,614	177,539	-	165,337	177,539
M&T Bank	2/23/25		8.78		13,000	121,927	321,192	128,191	443,120
Daimler Truck	5/14/23 - 9/29/23		4.95 - 6.00		2,487 - 2,762	74,873	53,429	138,374	216,560
Ascentium Capital	5/5/27 - 6/5/27		3.75 - 5.82		4,812 - 5,935	152,467	587,991	-	-
Balboa Capital	8/13/27		9.68		4,860	38,895	179,433	-	-
Blue Bridge Financial	8/10/27		12.18		1,442	10,394	50,951	-	-
Financial Pacific	7/15/27 - 10/15/27		7.49 - 9.87		1,585 - 1,906	29,187	133,220	-	-
M2 Equipment	8/10/27		8.68		4,739	39,527	178,039	-	-
Meridian Equipment	7/12/27		9.32		3,118	25,518	113,606	-	-
Navitas	7/23/27		7.99		4,257	36,791	158,723	-	-
Pawnee	8/15/27		10.19		5,296	41,480	193,759	-	-
Signature	9/15/27 - 6/30/28		6.93 - 8.25		3,901 - 4,842	73,973	374,921	-	-
Trans Lease	2/20/27		9.75		4,838	40,524	157,569	-	-
Verdant	4/27/27		6.25		4,702	44,324	169,390	-	-
Western Equipment	8/15/27		8.93		4,989	41,186	186,605	-	-
Related Parties
Titan Property	On demand		-		-	-	-	1,204,532	-
C. and M. Rizzo	On demand		3.00		-	-	-	500,000	-
M. Rizzo	On demand		1.90		-	-	-	1,785,451	-
J. Rizzo	On demand		5.00		-	-	-	170,881	-
						1,118,605	2,858,828	4,905,070	837,219

All values are in US Dollars.

The Company applied for and received loans from the Paycheck Protection Program (the “PPP”) in the amounts of $406,152 and $406,153, received on May 5, 2020 and February 1, 2021, respectively. On January 31, 2022 and March 21, 2022, the Company received notices that the entire balances of the loans plus any accrued interest were forgiven and recorded in the consolidated statement of operations as forgiveness of $812,305 during the year ended December 31, 2022.

Principal maturities for the next five years and thereafter:

SCHEDULE

OF PRINCIPAL MATURITIES PAYMENT

2023	1,118,605
2024	806,510
2025	857,789
2026	723,597
2027	442,419
Thereafter	28,514
Total principal payments	3,977,434
Less: debt issuance costs	(93,745	)
Total notes payable	3,883,689

| 15 |

| --- |

TITAN

TRUCKING, LLC AND SUBSIDIARY

A

LIMITED LIABILITY COMPANY

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

NOTES

10 – RELATED PARTY TRANSACTIONS

The

Company had various related party notes payable outstanding at December 31, 2021. The notes were payable to the owner, entities related to the owner, and family members (Note 9). During the year ended December 31, 2022, the Company conducted several related party transactions in exchange for equity ownership in Titan Trucking LLC. As a result of the transactions, a net balance of $4,505,646 of related party loans were converted as equity contributions and eliminated. An additional $517,500 of contributions from a member were paid directly to the sellers for the purchase of the WTI Global Inc. customer list acquisition. These equity contribution conversions and intangible asset purchases were utilized in the calculation of equity ownership of the members as of the year ended December 31, 2022.

As

of December 31, 2022, there was $200,000 outstanding in subscriptions receivable owed from one of the members of the Company in relation to these equity transactions (Note 2).

NOTE

11 – BENEFIT PLAN

The

Company offers a 401(k) plan. Employees are eligible to participate in the plan on the first day of the month following the date of hire. Employees may defer up to $22,500 per year. The Company is required to contribute on behalf of each eligible participating employee. The Company will match 50% of the participants deferral not to exceed 3%. 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 year ended December 31, 2022 and 2021 was $11,164 and $10,957, respectively.

NOTE

12 - CONTINGENCIES

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. The Company is in an ongoing lawsuit with Wolverine Transfer Station over a contractual dispute and property damages. Wolverine is countersuing the Company for losses from the cancellation of contractual obligations. It is the position of the Company that net losses arising from Wolverine’s claims are not estimable nor probable at the time of this filing.

NOTE

13 – SUBSEQUENT EVENTS

Subsequent events were evaluated through September 28, 2023, which is the date the consolidated financial statements were issued.

In April 30, 2023, the Company entered into a notes payable agreement with Titan Holdings 2 in the amount of $592,470, which matures on April 30, 2028.

Interest accrues at 10.5% per annum for the first twelve months and shall increase 0.5 basis points on each anniversary

of the note. The Company shall make interest-only payments for the first 60 months of the note and pay the principal in full on the fifth anniversary of the note.

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.

| 16 |

| --- |

Exhibit99.2

TITANTRUCKING, LLC, AND SUBSIDIARY

ALIMITED LIABILTY COMPANY

CONSOLIDATEDFINANCIAL STATEMENTS

MARCH31, 2023

CO N T E N T S

	Pages
TABLE OF CONTENTS	1
CONSOLIDATED<br> BALANCE SHEETS as of March 31, 2023 (unaudited) and December 31, 2022	2
CONSOLIDATED<br> STATEMENTS OF OPERATIONS for the Three Months Ended March 31, 2023 and 2022 (unaudited)	3
CONSOLIDATED<br> STATEMENT OF MEMBERS’ EQUITY (DEFICIENCY) for the Three Months Ended March 31, 2023 and 2022 (unaudited)	4
CONSOLIDATED<br> STATEMENTS OF CASH FLOWS for the Three months ended March 31, 2023 and 2022 (unaudited)	5
NOTES<br> TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	6-14

| 1 |

| --- |

TITANTRUCKING, LLC AND SUBSIDIARY

ALIMITED LIABILITY COMPANY

CONSOLIDATED BALANCE SHEETS

	MARCH 31,<br> <br>2023		DECEMBER<br> 31, 2022
		(unaudited)
ASSETS
Current<br> Assets:
Cash	$	52,763	$	26,650
Accounts<br> receivable, net		462,813		517,583
Other<br> receivables		3,341		1,241
Prepaid<br> expenses and other current assets		121,813		328,689
Total<br> Current Assets		640,730		874,163
Property<br> and equipment, net		5,581,041		5,643,941
Intangible<br> assets, net		680,625		687,500
Other<br> assets		8,251		8,251
Operating<br> lease right-of-use asset, net		172,518		194,112
		6,442,435		6,533,804
TOTAL<br> ASSETS	$	7,083,165	$	7,407,967
LIABILITIES<br> AND MEMBERS’ EQUITY
LIABILITIES
Current<br> Liabilities:
Accounts<br> payable and accrued expenses	$	817,778	$	736,658
Accrued<br> payroll and related taxes		72,015		50,983
Notes<br> payable		816,694		1,098,158
Operating<br> lease liability, current		97,866		95,243
Total<br> Current Liabilities		1,804,353		1,981,042
Long-term<br> notes, net of current portion		3,175,282		2,785,531
Operating<br> lease liability, net of current portion		89,723		115,290
Total<br> Non-current Liabilities		3,265,005		2,900,821
Total<br> Liabilities		5,069,358		4,881,863
MEMBERS’<br> EQUITY
Members’<br>equity		2,013,807		2,526,104
Total<br> Members’ Equity		2,013,807		2,526,104
TOTAL<br> LIABILITIES AND MEMBERS’ EQUITY	$	7,083,165	$	7,407,967

Theaccompanying notes to the financial statements are an integral part of these statements.

| 2 |

| --- |

TITANTRUCKING, LLC AND SUBSIDIARY

ALIMITED LIABILITY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

FORTHE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)

	For the three months ended<br><br> <br>March 31,
	2023			2022
REVENUE	$	1,080,327		$	650,115
COST<br> OF REVENUES		1,161,112			732,836
GROSS<br> LOSS		(80,785	)		(82,721	)
OPERATING<br> EXPENSES:
Salaries<br> and salary related costs		189,316			96,984
Professional<br> fees		194,779			15,631
Depreciation<br> and amortization expense		6,419			-
General<br> and administrative expenses		131,646			62,285
Total<br> Operating Expenses		522,160			174,900
OPERATING<br> LOSS		(602,945	)		(257,621	)
OTHER<br> INCOME (EXPENSE):
Interest<br> expense, net of interest income		(79,652	)		(31,553	)
Other<br> income		300			783,301
Total<br> other income (expense)		(79,352	)		751,748
NET<br> INCOME (LOSS)	$	(682,297	)	$	494,127
INCOME<br> (LOSS) PER UNIT (BASIC AND DILUTED)	$	(682,297)		$	494,127
Weighted-average<br> units outstanding		100			100
Net<br> income (loss) per unit	$	(7,827	)	$	4,941

Theaccompanying notes to the financial statements are an integral part of these statements.

| 3 |

| --- |

TITANTRUCKING, LLC AND SUBSIDIARY

ALIMITED LIABILITY COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY (DEFICIENCY)

FORTHE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)

	Members’ Equity<br> <br>(Deficiency)
Balance<br> – December 31, 2021	$	(2,038,379	)
Net<br> income		494,127
Balance<br> – March 31, 2022		(1,544,252	)
Balance<br> – December 31, 2022		2,526,104
Contributions,<br> net of distributions		170,000
Net<br> loss		(682,297	)
Balance<br> – March 31, 2023	$	2,013,807

Theaccompanying notes to the financial statements are an integral part of these statements.

| 4 |

| --- |

TITANTRUCKING, LLC AND SUBSIDIARY

ALIMITED LIABILITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FORTHE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)

	FOR THE THREE MONTHS ENDED<br> <br>MARCH 31,
	2023			2022
CASH<br> FLOW FROM OPERATING ACTIVITIES
Net<br> (loss) income	$	(682,297	)	$	494,127
Adjustments<br> to reconcile net (loss) income to net cash (used in) operating activities:
Forgiveness<br> of PPP loans		-			(812,305	)
Depreciation<br> and amortization		119,286			67,048
Amortization of debt issuance costs		4,664			-
Loss<br> on sale of property and equipment		-			29,104
Change<br> in assets and liabilities:
Accounts<br> receivable		54,770			151,343
Prepaid<br> expenses and other current assets		6,876			(16,114	)
Other<br> receivables		(2,100	)		(34,362	)
Operating<br> lease right-of-use asset		21,594			(56,215	)
Accounts<br> payable and accrued expenses		81,120			50,738
Accrued<br> payroll and payroll taxes		21,032			(6,379	)
Operating<br> lease liability		(22,944	)		55,638
Total<br> adjustments		160,348			144,649
Net<br> cash used in operating activities		(397,459	)		(77,377	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES
Acquisition<br> of property and equipment		(50,050	)		-
Disposal<br> of property and equipment		-			78,068
Net<br> cash provided by (used in) investing activities		(50,050	)		78,068
CASH<br> FLOWS FROM FINANCING ACTIVITIES
Proceeds<br> from notes payable – related parties		-			125,000
Subscription receivable		200,000			-
Repayments<br> of notes payable - related parties		-			(28,748	)
Proceeds<br> from notes payable		512,470			-
Repayments<br> of notes payable		(238,848	)		(94,381	)
Net<br> cash provided by financing activities		473,622			1,871
NET<br> INCREASE IN CASH		26,113			2,562
CASH<br> – BEGINNING OF PERIOD		26,650			33,579
CASH<br> – END OF PERIOD	$	52,763		$	36,141
CASH<br> PAID DURING THE PERIOD FOR:
Interest<br> expense	$	78,770		$	21,795
SUPPLEMENTAL DISCLOSURE OF NON-CASH<br> INVESTING AND FINANCING ACTIVITIES
Settlement of note payable	$	170,000			-

Theaccompanying notes to the financial statements are an integral part of these statements.

| 5 |

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NOTE1 – ORGANIZATION AND NATURE OF OPERATIONS

BusinessOperations

Senior Trucking, LLC (“Senior’) was established on March 14, 2017 with 100% ownership by the single member of Titan Trucking, LLC (“Titan”). Senior was formally acquired by Titan on April 5, 2020. Senior has operated exclusively under the management and assets of Titan since inception.

GoingConcern

The Company’s consolidated financial statements, are prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates continuation of the Company as a going concern. This contemplates the realization of assets and liquidation of liabilities in the ordinary course of business.

For the three months ended March 31, 2023, the Company had a net loss of $682,297. The working capital of the Company had a deficit of $1,163,623 as of March 31, 2023. Additionally, the Company used cash of $397,459 related to its operating activities during the three months ended March 31, 2023. The Company had a cash balance of $52,763 as of March 31, 2023. 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 the date that the financial statements are issued. The Company continues to shrink its working capital deficit year-over-year and has been able to continually meet the working capital needs of the business as they come due.

Management’s plans include raising capital through issuances of equity and debt securities and minimizing operating expenses of the business to improve the Company’s cash burn rate, in conjunction with the TraqIQ reverse-merger (Note 11). The combined companies, subsequent to the reverse merger, have been successful in attracting substantial capital from investors interested in the current public status of the Company, which has been used to support its ongoing cash outlays. As of the third quarter of 2023, TraqIQ, its new legal parent 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 $2,178,000 of convertible notes during Q3 2023. 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 its uplifting and simultaneous raise of capital. Additionally, the Company’s revenues continue to grow, and management expects the Company to shrink its net losses over the upcoming quarters through organic and acquisitive growth.

| 6 |

| --- |

NOTE2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes for complete financial statements. In the opinion of management, all adjustments (consistent of normal recurring accruals and adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. Results for the interim periods should not be considered indicative of results to be expected for a full year. The Company adopted a December 31 fiscal year-end for financial statement purposes.

Principlesof Consolidation

Basisof Accounting

The Company’s policy is to prepare its combined financial statements on the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred.

AccountingEstimates

BusinessCombinations

Cashand cash equivalents

The Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2023, the Company had no amounts above this amount.

| 7 |

| --- |

AccountsReceivable, net

Accounts receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. As of March 31, 2023 and December 31, 2022, the Company allocated $77,690 to the allowance for doubtful accounts.

SubscriptionsReceivable

Subscription receivable consists of members’ equity that have been issued with subscriptions that have not yet been settled. As of March 31, 2023 and December 31, 2022, there were $0 and $200,000, respectively, in subscriptions that had not yet settled. All these funds were settled in January of 2023. Subscriptions receivable are carried at cost which approximates fair value.

Propertyand Equipment, net

FiniteIntangible Assets, net

| 8 |

| --- |

FairValue of Financial Instruments

Leases

LoanOrigination Fees

Loan origination fees represent loan fees relating to notes granted to the Company and are amortized over the life of the note. Amortization expense for the three months ended March 31, 2023 and 2022 was $4,664 and $0, respectively. The net amount of $89,081 and $93,745 was netted against the outstanding long-term debt on March 31, 2023 and December 31, 2022, respectively.

RevenueRecognition

The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers, which requires the following:

1. Identify the contract with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price of the contract.

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

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

| 9 |

| --- |

ConcentrationRisk

The Company performs a regular review of customer activity and associated credit risks.

During the three months ended March 31, 2023, one customer accounted for more than 63% of accounts receivable. During the year ended December 31, 2022, one customer accounted for approximately 63% of total accounts receivable.

During the three months ended March 31, 2023, one customer accounted for more than 53% of total revenues generated. During the three months ended March 31, 2022, two customers accounted for more than 82% 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.

Basicand Diluted Income (Loss) per Unit

The Company presents both basic and diluted earnings per unit for the periods presented in the consolidated financial statements. Basic and diluted loss per unit is calculated by dividing the net income (loss) attributable to the Company by the weighted average number of units outstanding during the periods presented.

IncomeTaxes

RecentlyIssued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” This amendment replaces the incurred methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. In November 2019, the FASB issued No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company 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.

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NOTE3– PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following as of March 31, 2023 and December 31, 2022:

	March<br> 31, 2023			December<br> 31, 2022
Containers	$	1,397,311		$	1,397,311
Trucks<br> and tractors		4,137,019			4,086,968
Trailers		1,197,357			1,197,357
Shop<br> equipment		40,380			40,380
Leasehold<br> improvements		19,589			19,589
		6,791,656			6,741,605
Less:<br> accumulated depreciation		(1,210,615	)		(1,097,664	)
Net<br> book value	$	5,581,041		$	5,643,941

Depreciation expenses for the three months ended March 31, 2023 and 2022 were $112,951 and $67,048, respectively.

On June 10, 2022, the Company entered into an asset purchase agreement with Century Waste Management for consideration of approximately $1,805,000. The entire purchase price agreement was allocated as fair value to the fixed assets 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, the Company entered into several private equipment financing agreements.

NOTE4 – INTANGIBLES, NET

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

	March 31,<br> <br>2023			December 31, 2022
Customer lists	$	687,500		$	687,500
Less: accumulated amortization		(6,875	)		-
Net book value	$	680,625		$	687,500

For the three months ended March 31, 2023 amortization expense was $6,875. For the year ended December 31, 2022, there were no amortization expenses recorded. Amortization is expected to be $68,750 for each of the next five years.

On December 9, 2022, the Company entered into a purchase agreement with WTI Global, Inc. (the “seller”) 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 the Company for $517,500. See Note 7 and 8 for further details.

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NOTE5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	March 31,<br><br> <br>2023		December 31, 2022
Accounts payable	$	729,180	$	669,231
Credit card payable		29,126		29,454
Accrued interest		12,585		12,298
Accrued expenses and other		46,887		25,675
	$	817,778	$	736,658

NOTE6 – LEASE PAYABLE

The Company leases both its headquarters office and operational warehouse in Troy, Michigan. Leases with an initial term of 12 months or less or are immaterial are not included on the consolidated balance sheets. During the year ended December 31, 2019, the Company entered into a 62-month lease which expires on January 15, 2025. 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 the expected termination date is approximately $186,527. Total operating lease expenses for the three months ended March 31, 2023 and 2022 were $25,304 and $25,308, respectively.

****	March 31,		****	December 31,		****
****	2023		****	2022
Weighted average remaining lease term (in years)		1.83			2.08
Weighted average discount rate		7.57	%		7.57	%

Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of March 31, 2023 are as follows:

Fiscal Year	Operating Lease Payments
2023 (remainder)	$	81,145
2024		111,168
2025		9,286
Total minimum lease payments		201,599
Less: imputed interest		(14,010	)
Present value of future minimum lease payments	$	187,589
Current operating lease liabilities		97,866
Non-current operating lease liabilities		89,723

On April 1, 2023, Titan 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.

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NOTES7 – NOTES PAYABLE

The Company borrows funds from various creditors to finance equipment and vehicles and acquisitions consisting of the following:

					March 31, 2023		December 31, 2022
Lender	Maturity Date	Interest Rate		Monthly Payment	Short-Term	Long-Term	Short-Term	Long-Term
		%
Loans
WTI Global	On demand		7.00
Collateralized Loans
Peoples United	11/10/23		5.75
M&T Bank	2/23/25		8.78
Daimler Truck	5/14/23 - 9/29/23		4.95 - 6.00
Ascentium Capital	5/5/27 - 6/5/27		3.75 - 5.82
Balboa Capital	8/13/27		9.68
Blue Bridge Financial	8/10/27		12.18
Financial Pacific	7/15/27 - 10/15/27		7.49 - 9.87
M2 Equipment	8/10/27		8.68
Meridian Equipment	7/12/27		9.32
Navitas	7/23/27		7.99
Pawnee	8/15/27		10.19
Signature	9/15/27 - 6/30/28		6.93 - 8.25
Titan Holdings 2	4/30/28		10.50
Trans Lease	2/20/27		9.75
Verdant	4/27/27		6.25
Western Equipment	8/15/27		8.93

All values are in US Dollars.

Principal maturities for the next five years and thereafter:

2023 (remainder)	$	709,759
2024		806,509
2025		857,789
2026		723,597
2027		442,419
Thereafter		540,984
Total principal payments	$	4,081,057
Less: debt issuance costs		(89,081	)
Total notes payable	$	3,991,976

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NOTES8 – RELATED PARTY TRANSACTIONS

The Company had various related party notes payable outstanding at December 31, 2021. The notes were payable to the owner, entities related to the owner, and family members (Note 7). During the year ended December 31, 2022, the Company conducted several related party transactions in exchange for equity ownership in Titan Trucking LLC. As a result of the transactions, a net balance of $4,505,646 of related party loans were converted as equity contributions and eliminated. An additional $517,500 of contributions from a member were paid directly to the sellers for the purchase of the WTI Global Inc. customer list acquisition. These equity contribution conversions and intangible asset purchases were utilized in the calculation of equity ownership of the members as of the year ended December 31, 2022.

During the three months ended March 31, 2023, the Company borrowed $512,470 from Titan Holdings 2, LLC (“Titan Holdings 2”) under an informal agreement (Note 7). On April 30th, 2023, Titan signed a promissory note (the “Titan Holdings 2 Note”) with Titan Holdings 2, a stockholder of the Company. The Titan Holdings 2 Note has an interest rate of 10.5% per annum, which shall increase by 0.5% on each twelve-month anniversary of the Titan Holdings 2 Note’s signing, not to exceed an interest rate of 12.5% per annum. The Titan Holdings 2 Note is interest only payments until maturity which is April 30, 2028. As a result, this borrowing is classified as long-term.

As of December 31, 2022, there was $200,000 outstanding in subscriptions receivable owed from one of the members of the Company in relation to these equity transactions (Note 2).

NOTE9 – BENEFIT PLAN

The Company offers a 401(k) plan. Employees are eligible to participate in the plan on the first day of the month following the date of hire. Employees may defer up to $22,500 per year. The Company is required to contribute on behalf of each eligible participating employee. The Company will match 50% of the participants deferral not to exceed 3%. 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 three months ended March 31, 2023 and March 31, 2022 was $2,858 and $2,525, respectively.

NOTE10 - CONTINGENCIES

NOTE11 – SUBSEQUENT EVENTS

Subsequent events were evaluated through the date of these financial statements.

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.

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. 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.

Subsequent to the period, TraQiQ’s Board of Directors and the holders of the TraQiQ’s capital stock representing a majority of the total votes entitled to be cast by the TraQiQ’s shareholders approved a plan to reincorporate TraQiQ in the State of Nevada (the “Reincorporation”) through the merger (the “Reincorporation Merger”) of TraQiQ with and into Titan Environmental Solutions Inc., a wholly-owned, newly-formed Nevada subsidiary formed by TraQiQ specifically for this purpose (“Titan Environmental”), in an effort to better position TraQiQ to attract capital as it seeks to grow its business in the waste management industry. Implementing the Reincorporation will have, among other things, the following effects: 1) TraQiQ’s corporate name will be charged to “Titan Environmental Solutions, Inc.”, 2) each share of TraQiQ’s common stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted into one share of common stock of Titan Environmental, 3) each issued and outstanding share of TraQiQ’s Series C preferred stock immediately prior to the effective time of the Reincorporation Merger will be converted into one share of Series A convertible preferred stock of Titan Environmental, which has substantially the same rights and preferences as TraQiQ’s Series C preferred stock, 4) each outstanding Right to Receive Common Stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted into one Right to Receive Common Stock of Titan Environmental, which has substantially the same rights and preferences as TraQiQ’s Rights to Acquire Common Stock, 5) the outstanding warrants to purchase our common stock will automatically be assumed by Titan Environmental and will represent a warrant to acquire shares of common stock of Titan Environmental, 6) TraQiQ’s authorized capital stock will be increased to 425,000,000 total shares, consisting of 400,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock, of which 630,900 shares shall be designated “Series A Convertible Preferred Stock”, 7) the persons presently serving as TraQiQ’s executive officers and directors will continue to serve in such respective capacities following the effective time of the Reincorporation Merger, and 8) TraQiQ will be governed by the laws of the State of Nevada and TraQiQ’s articles of incorporation and bylaws will be those of Titan Environmental, which were adopted under the laws of the State of Nevada.

On or about October 12, 2023, TraQiQ mailed an Information Statement that describes the Reincorporation to TraQiQ’s shareholders of record as of October 5, 2023 for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. Pursuant to Rule 14c-2 under the Exchange Act, the Reincorporation will not be effective until 20 calendar days after the mailing of the Information Statement to the shareholders, at which time TraQiQ may file with the California Secretary of State and the Nevada Secretary of State one or more certificates of merger and incorporation to effectuate the Reincorporation. The Reincorporation will be effective at such time after the expiration of such 20-day period as the board of directors determines to be the appropriate effective time.

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Exhibit99.3

TRAQIQ,INC.

PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASOF MARCH 31, 2023

(UNAUDITED)

On May 19, 2023, TraQiQ, Inc. (“TraQiQ” or the “Company”) entered into an Agreement and Plan of Merger (the “Titan Merger Agreement”) by and among TraQiQ, Titan Trucking, LLC (“Titan”) and the owners of Titan on May 19, 2023 (the “acquisition date”). Pursuant to the terms and conditions of the Titan Merger Agreement, the Company’s subsidiary Titan Merger Sub Corp. (“Merger Sub”) was merged with and into Titan on the acquisition date with Titan surviving as a wholly owned subsidiary of the Company (the “Titan Merger”). For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Under the Terms of the Titan Merger Agreement, the Company agreed to pay the Titan owners 630,900 shares of the Company’s Series C Preferred Stock. Additionally, the company agreed to an inter-company capital contribution transfer of $500,000 to Titan. Concurrent to the Titan Merger, the Company’s CEO and one of the Company’s Directors resigned from their respective positions and a new CEO, COO, and CFO were appointed. Additionally, the new CEO and COO 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 CEO (the “Management Compensation Award”).

The following unaudited pro forma condensed consolidated statement of financial position of TraQiQ as of March 31, 2023, is based on the historical consolidated financial statements of TraQiQ and historical financial statements of Titan. The Titan Merger is accounted for as a reverse acquisition with Titan as the accounting acquiror of TraQiQ. Titan, as the accounting acquirer, recorded the assets acquired and liabilities assumed of TraQiQ in the Titan Merger at their fair values as of the acquisition date. TraQiQ remains the continuing registrant and reporting company. The unaudited pro forma condensed consolidated statements of operations of TraQiQ for the year ended December 31, 2022, and for the three months ended March 31, 2023, is based on the historical consolidated financial statements of TraQiQ and historical financial statements of Titan.

The transaction accounting adjustments consist of those necessary to account for the Titan Merger. The unaudited pro forma condensed consolidated statement of financial position as of March 31, 2023, gives effect to the Titan Merger and Management Compensation Award as if the transactions had occurred on March 31, 2023, and includes all adjustments necessary to reflect the application of acquisition accounting for the Titan Merger. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2022, and the three months ended March 31, 2023, give effect to the Merger as if they both had occurred on January 1, 2022 and include all adjustments necessary to reflect the accounting for the Titan Merger.

The unaudited pro forma condensed consolidated financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from Merger or the costs to achieve any synergies.

The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the Titan Merger been completed as of the dates set forth in the unaudited pro forma condensed consolidated financial statements due to various factors. The unaudited pro forma condensed consolidated statement of financial position does not purport to represent the future financial position of the Company and the unaudited pro forma condensed consolidated statements of operations do not purport to represent the future results of operations of the Company.

The unaudited pro forma condensed consolidated financial statements reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the Titan Merger. Since these unaudited pro forma condensed consolidated financial statements have been prepared based on preliminary estimates of the fair value of warrants and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of the Merger, and should be read in conjunction with the following:

i.	The<br> audited financial statements of Titan as of and for the years ended December 31, 2022 and<br> 2021.
ii.	The<br> audited consolidated financial statements of TraQiQ as of and for the years ended December<br> 31, 2022 and 2021.
iii.	The<br> unaudited financial statements of TraQiQ as of and for the three-month periods ended March<br> 31, 2023 and 2022

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TRAQIQ,INC.

PROFORMA CONDENDSED CONSOLIDATED BALANCE SHEET

MARCH31, 2023

(UNAUDITED)

	Traqiq			Titan		Transaction Adjustments				Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	139,573		$	52,763	$	-			$	192,336
Accounts receivable, net		65,869			462,813		-				528,682
Subscription receivable		-			-		-				-
Other receivables		-			3,341		-				3,341
Prepaid expenses and other current assets		11,025			121,813		-				132,838
Inventory		359,845			-		-				359,845
Total Current Assets		576,312			640,730		-				1,217,042
NONCURRENT ASSETS:
Fixed assets, net		1,156			5,581,041		-				5,582,197
Intangible assets, net		10,446,668			680,625		-				11,127,293
Goodwill		7,292,885			-		-				7,292,885
Other assets		-			8,251		-				8,251
Right-of-use asset		-			172,518		-				172,518
		17,740,709			6,442,435		-				24,183,144
TOTAL ASSETS	$	18,317,021		$	7,083,165	$	-			$	25,400,186
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	932,348		$	817,778	$	-			$	1,750,126
Customer deposits		311,544			-		-				311,544
Accrued payroll and related taxes		118,750			72,015		-				190,765
Derivative liability		112,333,348			-		-				112,333,348
Notes payable		3,607,480			816,694		-				4,424,174
Convertible notes payable		162,094			-		-				162,094
Operating lease liability, curernt		-			97,866		-				97,866
Total Current Liabilities		117,465,564			1,804,353		-				119,269,917
NONCURRENT LIABILITIES:
Long-term debt, net of current portion		-			3,175,282		-				3,175,282
Operating lease liability, net of current portion		-			89,723		-				89,723
TOTAL LIABILITIES		117,465,564			5,069,358		-				122,534,922
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Traqiq:
Preferred stock, Series A		-			-		-				-
Preferred stock, Series B		147			-		-				147
Preferred stock, Series C		-			-		631		(b)		701
							70		(c)
Common stock		3,394			-		-				3,394
Additional paid-in capital		30,234,923			-		(129,387,007	)	(d)		(71,217,593	)
							15,669,287		(a)
							(631	)	(b)
							6,675,420		(e)
							5,590,415		(c)
Accumulated deficit/Members’ Equity		(129,387,007	)		2,013,807		129,387,007		(d)		(25,921,385	)
							(6,675,420	)	(e)
							(15,669,287	)	(a)
							(5,590,485	)	(c)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY)		(99,148,543	)		2,013,807		-				(97,134,736	)
TOTAL LIABILITIES AND STOCKHOLDERS’<br> EQUITY (DEFICIENCY)	$	18,317,021		$	7,083,165	$	-			$	25,400,186

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TRAQIQ,INC.

PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREEMONTHS ENDED MARCH 31, 2023

(UNAUDITED)

	Traqiq			Titan			Transaction Adjustments		Consolidated
Revenue	$	65,040		$	1,080,327		$	-	$	1,145,367
Cost of revenues		37,216			1,161,112			-		1,198,328
Gross profit (loss)		27,824			(80,785	)		-		(52,961	)
Operating expenses
Salaries and salary related costs		170,530			189,316			-		359,846
Stock-based compensation		-			194,779			-		194,779
Professional fees		31,951			6,419			-		38,370
General and administrative expenses		522,503			131,646			-		654,149
Total operating expenses		724,984			522,160			-		1,247,144
Loss from operations		(697,160	)		(602,945	)		-		(1,300,105	)
Other income (expense), net:
Interest expense, net of interest income		(156,562	)		(79,652	)		-		(236,214	)
Derivative expense		(94,183,461	)					-		(94,183,461	)
Other income (expense)		1,255			300			-		1,555
Change in fair value of derivative liability and derivative<br> expense		(16,828,293	)		-			-		(16,828,293	)
Total other expense		(111,167,061	)		(79,352	)		-		(111,246,413	)
Loss before provision for income taxes		(111,864,221	)		(682,297	)		-		(112,546,518	)
Provision for income taxes		-			-			-		-
Net loss	$	(111,864,221	)	$	(682,297	)	$	-	$	(112,546,518	)
Net loss per share
Basic	$	(3.38	)	$	N/A		$	-	$	(3.39	)
Diluted	$	(3.38	)	$	N/A		$	-	$	(3.39	)
Weighted-average common shares outstanding
Basic		33,060,136			N/A			N/A		33,236,102
Diluted		33,060,136			N/A			N/A		33,236,102

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TRAQIQ,INC.

PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEARENDED DECEMBER 31, 2022

(UNAUDITED)

	Traqiq			Titan			Transaction Adjustments				Consolidated
Revenue	$	1,582		$	4,203,112		$	-			$	4,204,694
Cost of revenues		54,209			4,207,852			-				4,262,061
Gross profit		(52,627	)		(4,740	)		-				(57,367	)
Operating expenses
Salaries and salary related costs		193,634			475,512			-				669,146
Stock-based compensation		-			-			5,590,485		(c)		5,590,485
Professional fees		359,107			265,575			-				624,682
General and administrative expenses		787,302			359,176			-				1,146,478
Total operating expenses		1,340,043			1,100,263			5,590,485				8,030,791
Loss from operations		(1,392,670	)		(1,105,003	)		(5,590,485	)			(8,088,158	)
Other income (expense), net:
Change in fair value of derivative liability		(855,590	)		-			-				(855,590	)
Gain (loss) on settlement of debt, net		1,752,678			812,305			-				2,564,983
Interest expense, net of interest income		(1,906,260	)		(199,453	)		-				(2,105,713	)
Loss on sale of assets		-			(168,208	)		-				(168,208	)
Other income		-			1,696			-				1,696
Goodwill impairment		-			-			(15,669,287	)	(a)		(15,669,287	)
Total other income (expense)		(1,009,172	)		446,340			(15,669,287	)			(16,232,119	)
Loss from continuing operations before provision for<br> income taxes		(2,401,842	)		(658,663	)		(21,259,772	)			(24,230,277	)
Provision for income taxes		-			-			-				-
Net loss from continuing operations	$	(2,401,842	)	$	(658,663	)	$	(21,259,772	)		$	(24,320,277	)
Net loss from continuing operations per share
Basic (continuing operations)	$	(0.54	)	$	N/A		$	(4.82	)		$	(5.51	)
Diluted (continuing operations)	$	(0.54	)	$	N/A		$	(4.82	)		$	(5.51	)
Weighted-average common shares outstanding
Basic		4,410,595			N/A			4,410,595				4,410,595
Diluted		4,410,595			N/A			4,410,595				4,410,595

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TRAQIQ,INC.

NOTESTO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH31, 2023 AND DECEMBER 31, 2022

(UNAUDITED)

NOTE1 — BASIS OF PRO FORMA PRESENTATION

The accompanying unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information has been prepared to illustrate the effect of the Titan Merger and the Management Compensation Award (the “Merger Transactions”) and have been prepared for informational purposes only.

The unaudited pro forma consolidated balance sheet as of March 31, 2023, assumes that the Merger Transactions occurred on March 31, 2023. The unaudited pro forma consolidated income statements for the three months ended March 31, 2023, and year ended December 31, 2022, assume that the Merger Transactions occurred on January 1, 2022, respectively.

Management has made significant estimates and assumptions in its determination of the transaction accounting adjustments. As the unaudited pro forma consolidated financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger.

The transaction accounting adjustments reflecting the completion of the Titan Merger and the Management Compensation Awards are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited transaction accounting adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the transaction accounting adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Titan Merger and the Management Compensation Award transactions based on information available to management at the current time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial information.

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

The unaudited pro forma consolidated financial information is not necessarily indicative of what the actual results of operations and financial position of TraQiQ, Inc. would have been had the Titan Merger and Management Compensation Awards taken place on the date indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of TraQiQ and Titan.

NOTE2 —ACCOUNTING POLICIES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial statements do not reflect any differences in accounting policies. The company has completed the review of Titan’s accounting policies and has concluded that differences between the accounting policies of the two companies are not material.

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NOTE3 — TRANSACTION ACCOUNTING ADJUSTMENTS TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of March 31, 2023, and the unaudited pro forma statements of operations for the three months ended March 31, 2023 and the year ended December 31, 2022 are as follows:

A.	Effect of Titan Trucking, LLC Reverse Acquisition

In accordance with ASC 805 – Business Combinations, the Titan Merger was accounted for as a reverse acquisition with Titan being deemed the accounting acquirer of Traqiq. Titan, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Traqiq in the Titan Merger at their fair values as of the acquisition date.

Titan was deemed to be the accounting acquirer based on the following facts and circumstances: (1) the Titan 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 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 as if the transaction had occurred on March 31, 2023 and December 31, 2022 is as follows:

	March 31,<br><br> <br>2023		December 31,<br><br> <br>2022
TraQiQ, Inc. market capitalization	$	27,162,222	$	27,162,222
Total purchase consideration	$	27,162,222	$	27,162,222

The Company recorded all tangible and intangible assets acquired and liabilities assumed at their preliminary estimated fair values on the acquisition date. The following represents the allocation of the estimated purchase consideration as if the transaction had occurred on March 31, 2023 and December 31, 2022:

	Preliminary
	Estimated
	Fair Value
Description	March 31, 2023		December 31, 2022
Assets acquired:
Cash	$	139,573	$	10,895
Accounts receivable, net		65,869		358,865
Prepaid expenses and other current assets		11,025		1,667
Inventory		359,845		-
Fixed assets		1,156		-
Intangible assets		10,697,622		10,697,222
Goodwill		133,930,164		25,946,788
	$	144,627,786	$	37,015,837
Liabilities acquired:
Accounts payable and accrued expenses	$	932,348	$	2,021,264
Customer deposits		311,544		-
Accrued payroll and related taxes		118,750		-
Derivative liability		112,333,348		1,152,620
Contingent consideration – Rohuma		-		1,383,954
Contingent consideration – Mimo		-		656,179
Notes payable – related parties		-		3,800,561
Notes payable		3,607,480		184,186
Convertible notes payable		162,094		654,851
	$	117,465,564	$	9,853,615
Net fair value of assets acquired (liabilities assumed)	$	27,162,222	$	27,162,222

The Company has evaluated the goodwill recognized upon closing the reverse acquisition and has assessed it for impairment. As a result of the Company’s assessment, the Company impaired the goodwill and recognized an impairment expense in the pro forma consolidated financial statements.

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| --- | | B. | Series C Preferred Stock Issued as Consideration to the Titan Owners | | --- | --- |

The pro forma financial statements include the effects of the 630,900 shares of the Company’s Series C Preferred Stock paid to the Titan owners as consideration for the reverse acquisition.

C.	Stock-Based Compensation (“Management Compensation Award”)

The pro forma financial statements include the effects of 70,100 Preferred Stock Series C shares issued to the new CEO. The Preferred Stock Series C shares vested immediately. The fair value of the Series C Preferred Stock is 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 is the price of the Company’s common stock.

D.	Elimination of the Historical Accumulated Deficit of TraQiQ

The pro forma financial statements account for the Titan Merger as a reverse acquisition in accordance with ASC 805 - *Business Combinations,*with TraQiQ treated as the legal acquirer and Titan treated as the accounting acquirer. As the accounting acquirer, Titan’s legal capital has been retroactively adjusted to reflect the legal capital of TraQiQ. Therefor, the transaction adjustment eliminates the historical accumulated deficit of TraQiQ in order to allow the presentation of the historical accumulated deficit of Titan within the TraQiQ legal capital structure.

E.	Elimination of the Historical Members’ Equity Balance of Titan

The pro forma financial statements account for the Titan Merger as a reverse acquisition in accordance with ASC 805 - *Business Combinations,*with TraQiQ treated as the legal acquirer and Titan treated as the accounting acquirer. As the accounting acquirer, Titan’s legal capital has been retroactively adjusted to reflect the legal capital of TraQiQ. Therefore, the transaction adjustment eliminates the historical Members’ Equity balance of Titan in order to allow the presentation of the historical Titan equity within the TraQiQ legal capital structure.

NOTE3 — PRO FORMA NET LOSS PER SHARE

The pro forma basic and diluted net loss per share amounts were calculated using the Company’s historical weighted average common shares outstanding for the three months ended March 31, 2023, and the year ended December 31, 2022. The following table presents the computation of pro forma basic and diluted net loss per share:

	March 31,		December 31,
	2023		2022
Numerator:
Pro forma net loss		)		)
Denominator:
Weighted average common shares outstanding (basic and diluted)
Pro forma basic and diluted net loss per share		)		)

All values are in US Dollars.

NOTE4 — INCOME TAXES

The pro forma financial statements do not include an income tax provision as it is more likely than not that the Company will not be able to utilize the loss carry forwards. TraQiQ, Inc. and its subsidiaries are subject to income taxation in the U.S. federal tax jurisdiction and various state tax jurisdictions. Prior to the Titan Merger, Titan, with consent from its shareholders, had elected under the U.S. Internal Revenue Code to be an “S” corporation. In lieu of corporation income taxes, the shareholders of an “S” corporation are taxed on their proportionate share of the Company’s taxable income. For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Therefore, following the Titan Merger, Titan is to be taxed as a “C” corporation in the U.S. federal tax jurisdiction and in various state tax jurisdictions.

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