8-K/A - TESI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(AMENDMENT

NO. 2)

CURRENT

REPORT

Pursuant

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

Date of Report (Date of earliest event reported): June 4, 2024

TITAN

ENVIRONMENTAL SOLUTIONS INC.

(Exact name of registrant as specified in charter)

Nevada	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.)
300 E. Long Lake Road, Suite 100A<br><br> <br>Bloomfield Hills, Michigan	48304
---	---
(Address of Principal Executive<br> Offices)	(zip code)

(248)775-7400

(Registrant’s telephone number, including area code)

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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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
N/A	N/A	N/A

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 June 4, 2024, Titan Environmental Solutions Inc. (the “Company”) filed a Current Report on Form 8-K (as amended by Form 8-K/A filed on June 6, 2024, the “Original Form 8-K”) to report the consummation of its acquisition of Standard Waste Services, LLC, a Michigan limited liability company (“Standard”). This Amendment No. 2 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 Standard, the historical unaudited interim financial statements of Standard 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.

Item9.01 Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired

The financial statements for Standard required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2 to this Amendment No. 2 and incorporated herein by reference.

(b)Pro Forma Financial Information

The unaudited pro forma condensed combined 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. 2 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	Description
23.1	Consent of Freed Maxick CPAs, P.C., Independent Auditor for Standard Waste Services, LLC
99.1	The audited financial statements of Standard Waste Services, LLC as of and for the years ended December 31, 2023 and 2022, and the related notes thereto
99.2	The<br> unaudited financial statements of Standard Waste Services, LLC as of March 31, 2024 and December 31, 2023, and for the three<br> months ended March 31, 2024 and 2023 and the related notes thereto
99.3	The<br> unaudited pro forma condensed combined financial information of Titan Environmental Solutions Inc. as of and for the three<br> months ended March 31, 2024, and the year ended December 31, 2023, and the related notes thereto
104	Cover Page Interactive<br> Data File (embedded within the Inline XBRL document).

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> August 16, 2024	TITAN ENVIRONMENTAL SOLUTIONS INC.
	By:	/s/ Glen Miller
		Glen Miller
		Chief Executive Officer

Exhibit23.1

CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Current Report on Amendment No. 2 to Form 8-K/A of Titan Environmental Solutions Inc. of our report for Standard Waste Services, LLC dated April 8, 2024, relating to the financial statements of Standard Waste Services, LLC as of and for the years ended December 31, 2023 and 2022, appearing in this Current Report on Form 8-K/A.

/s/Freed Maxick CPAs, P.C.

Buffalo, New York

August 16, 2024

Exhibit99.1

AuditedFinancial Statements

StandardWaste Services, LLC

(ALimited Liability Company)

December31, 2023 and 2022

CO N T E N T S

	Page
Report of Independent Registered Public Accounting Firm	1
Financial Statements
Balance Sheets	2
Statements of Income and Changes in Members’ Equity	3
Statements of Cash Flows	4
Notes to financial statements	5<br> - 16

Reportof Independent Registered Public Accounting Firm

To the Members of Standard Waste Services, LLC (A Limited Liability Company):

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Standard Waste Services, LLC (A Limited Liability Company) (the Company) as of December 31, 2023 and 2022, the related statements of income, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of 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 - Leases

As discussed in Note 1 to the financial statements, as of January 1, 2022, the Company adopted the new accounting guidance ASC Topic 842, Leases. Our opinion is not modified with respect to this matter.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB 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.

CriticalAudit Matters

The critical audit matters 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, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters during the current period audit.

/s/Freed Maxick CPAs, P.C.

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

Buffalo, New York

April 8, 2024

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

BALANCE SHEETS

	December 31,
	2023		2022
ASSETS
Current Assets
Cash and equivalents	$	52,045	$	137,389
Accounts receivable		1,236,867		1,001,761
Employee loans		3,300		-
Deposits on asset purchases		-		22,000
Total current assets		1,292,212		1,161,150
Property and Equipment, Net		5,534,186		5,310,144
Other Assets
Security deposits		12,900		12,900
Goodwill		412,800		412,800
Operating lease right-of-use asset, net		336,191		415,725
Total other assets		761,891		841,425
Total assets	$	7,588,289	$	7,312,719
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts payable	$	890,185	$	721,904
Accrued expenses		39,031		33,440
Current portion of operating lease liability		90,992		86,134
Current portion of finance lease liability		27,802		24,654
Current portion of notes payable		982,060		919,337
Total current liabilities		2,030,070		1,785,469
Noncurrent Liabilities
Operating lease liability, net of current portion		259,533		350,525
Finance lease liability, net of current portion		82,744		110,546
Notes payable		2,720,523		2,818,649
Total noncurrent liabilities		3,062,800		3,279,720
Total liabilities		5,092,870		5,065,189
Members’ Equity		2,495,419		2,247,530
Total liabilities and members’ equity	$	7,588,289	$	7,312,719

See accompanying notes to financial statements

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

STATEMENTS OF INCOME AND CHANGES IN MEMBERS’ EQUITY

	For The Year Ended
	December 31,
	2023			2022
Revenues	$	9,643,074		$	8,454,605
Cost of Revenues		6,552,612			5,892,910
Gross Profit		3,090,462			2,561,695
General and Administrative Expenses		2,093,841			1,743,711
Income From Operations		996,621			817,984
Other Income (Expense)
Interest income		28			83
Gain on sale of property and equipment		-			83,144
Interest expense		(266,632	)		(254,529	)
Net Other Expense		(266,604	)		(171,302	)
Income Before Income Taxes		730,017			646,682
State Income Taxes		-			500
Net Income		730,017			646,182
Members’ Equity - Beginning		2,247,530			1,859,032
Member distributions		(482,128	)		(257,684	)
Members’ Equity - Ending	$	2,495,419		$	2,247,530

See accompanying notes to financial statements

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

STATEMENTS OF CASH FLOWS

	For The Year Ended
	December 31,
	2023			2022
Cash Flows From Operating Activities
Net income	$	730,017		$	646,182
Adjustments to reconcile net income to net cash and cash equivalents provided<br> by operating activities:
Depreciation		766,706			648,787
Gain on sale of property and equipment		-			(83,144	)
(Increase) decrease in operating assets:
Accounts receivable		(235,106	)		(115,245	)
Employee loans		(3,300	)		500
Deposits on asset purchases		22,000			(22,000	)
Security deposits		-			(12,900	)
Operating lease right-of-use asset		79,534			35,723
Increase (decrease) in operating liabilities:
Accounts payable		168,281			272,469
Accrued expenses		5,591			4,375
Operating lease liability		(86,134	)		(14,789	)
Net Cash Provided by Operating Activities		1,447,589			1,359,958
Cash Flows From Investing Activities
Purchases of property and equipment		(67,699	)		(297,416	)
Proceeds from the sale of property and equipment		-			150,000
Net Cash Used in Investing Activities		(67,699	)		(147,416	)
Cash Flows From Financing Activities
Principal payments on finance lease liability		(24,654	)		(18,575	)
Principal payments on notes payable		(958,452	)		(818,967	)
Member distributions		(482,128	)		(257,684	)
Net Cash Used in Financing Activities		(1,465,234	)		(1,095,226	)
Net (Decrease) Increase in Cash and Cash Equivalents		(85,344	)		117,316
Cash and Cash Equivalents - Beginning		137,389			20,073
Cash and Cash Equivalents - Ending	$	52,045		$	137,389
Supplementary Cash Flow Information:
Cash paid for interest	$	266,632		$	254,529
Cash paid for state income taxes	$	-		$	500
Establishment of right of use asset	$	-		$	451,448
Establishment of lease liability	$	-		$	451,448
Non-cash financing of property and equipment acquisitions	$	923,049		$	1,704,496

See accompanying notes to financial statements

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Standard Waste Services, LLC (a Michigan Limited Liability Company) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. The accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Natureof Operations

Standard Waste Services, LLC (the “Company”) is located in Detroit, Michigan. The Company provides waste management services primarily to commercial and industrial customers. The Company’s customers are primarily located in Southeast Michigan.

Useof Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates that affect certain reported amounts and disclosures. These estimates are based on management’s knowledge and experience. Accordingly, actual results could differ from these estimates.

Cashand Cash Equivalents

Cash and cash equivalents are defined as cash on hand and demand deposits in banks plus short-term investments that are readily convertible to cash as well as investments with original maturities of three months or less.

AccountReceivable

Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of allowance for credit losses, represents their estimated net realizable value.

The allowance for credit losses is based on management’s assessment of collectability of assets pooled together with similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. For the years ended December 31, 2023 and 2022, the Company had no allowance for credit losses established as management’s assessment of collectability of its accounts receivables did not identify any receivables as uncollectable.

The carrying value of accounts receivable for the years ended December 31, 2023, 2022, and 2021 were $1,236,867, $1,001,761, and $886,516, respectively.

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Propertyand Equipment

Property and equipment are carried at cost. Maintenance, repairs and renewals which neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Depreciation of equipment is provided on the straight-line method at the following rates:

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

Software	3 years
Computer and office equipment	10 years
Furniture and fixtures	10 years
Trucks and tractors	7 years
Equipment	7 - 15 years
Leasehold improvements	15 years

Management regularly reviews property and equipment for possible impairment. The review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of December 31, 2023 and 2022.

Goodwill

Goodwill is carried at the amount paid for a company’s assets in excess of the sum of their fair values. The Company periodically tests these assets for impairment on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the assets below their carrying amounts.

The Company may elect to perform a qualitative assessment that considers economic, industry, and Company-specific factors for all or selected assets of which goodwill has been assigned at purchase. If, after completing the assessment, it is determined that it is more likely than not that the fair value of the assessed asset(s) is less than its carrying value, the Company proceeds to a quantitative test. The Company may also elect to perform a quantitative test for any or all of its assets with goodwill assigned at purchase.

Quantitative testing requires a comparison of the fair value of each asset with assigned goodwill to its carrying value. The Company uses the discounted cash flow method to estimate the fair value of the asset(s) with assigned goodwill. The discounted cash flow method incorporates various assumptions, the most significant being projected sales growth rates, operating margins and cash flows, the terminal growth rate, and the weighted average cost of capital. If the carrying value of the assets(s) with assigned goodwill exceeds its fair value, the shortfall up to the carrying value of the goodwill represents the amount of goodwill impairment.

During the years ended December 31, 2023 and 2022, the Company did not record any impairment and there were no changes in the carrying value of goodwill, respectively.

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Rightof Use Assets and Lease Liabilities

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance for accounting for leases under Topic 840, Leases. The FASB also subsequently issued several ASUs, which amend and clarify Topic 842. The most significant change in the new leasing guidance is the requirement to recognize right-of-use (ROU) assets and lease liabilities for operating leases on the balance sheet. Similar to the previous lease guidance, the update retains a distinction between finance leases (similar to capital leases in Topic 840, Leases) and operating leases, with classification affecting pattern of expense recognition in the income statement. The Company adopted this ASU effective January 1, 2022 and utilized all of the available practical expedients.

The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also include any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.

The Company has elected to apply the short-term lease exception to all leases with a term of one year or less. Several of the Company’s leases as of December 31, 2023 and 2022 are for periods of less than 12 months, or on a month-to-month basis; therefore, lease assets and liabilities described above are not recorded on the balance sheet.

The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for its operating and finance leases.

Revenueand Cost Recognition

The Company recognizes revenue when performance obligations are satisfied in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s performance obligations are satisfied at the point in time once waste is disposed of at a landfill or transfer station. The Company then invoices its customers based upon pre-negotiated rates and billed to the customer once the performance obligations have been met. Invoices for services are normally due upon receipt. There are no significant financing agreements customers in relation to revenues generated and collected.

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Revenueand Cost Recognition – Continued

The Company’s single-day contracts are invoiced by the Company at the time of the order and payment is required prior to delivery of the equipment used for hauling the waste. Based on the type of waste the customer needs disposed or hauled from the location, contract prices are negotiated in advance. If the customer requires more time than the agreed-upon contract stipulates, the Company invoices the customer on a daily basis until the customer no longer requires waste hauling by the Company.

The Company also provides waste hauling services to commercial customers which normally includes hauling away the waste and leaving equipment at the location for further use and future hauling and disposal. Invoices for these contracts are billed upon pickup and disposal of the waste at a landfill or transfer station. Invoice normally include disposal fees based on weight, type of waste to be disposed of, and fuel surcharges.

Cost of revenues earned includes direct contract costs, such as disposal fees, driver wages and related employer taxes, truck and equipment depreciation and maintenance expenses, and other costs such as customer property damages due to driver error.

IncomeTaxes

The Company is not a taxpaying entity for federal income tax purposes, and thus no federal income tax expense has been recorded in these financial statements. Income from the Company is taxed to the Members in their respective tax returns. The Company accounts for tax positions in accordance with the Recognition and Initial Measurement Sections of the Income Taxes Topic of Financial Accounting Standards Board (FASB) Accounting Standards Codification.

With few exceptions, the Company is subject to U.S. federal and state income tax examinations by tax authorities for the prior three years. Management has reviewed the LLC’s tax positions and determined there were no uncertain tax positions as of December 31, 2023 and 2022.

Advertising

Advertising costs are expensed as they are incurred. Advertising costs included in general and administrative expenses for the years ended December 31, 2023 and 2022 were $6,129 and $9,188, respectively.

RecentlyAdopted 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 generally accepted accounting principles with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables.

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

RecentlyAdopted Accounting Standards – Continued

This update is intended to provide financial statement users with more decision useful information about the expected credit losses. The Company adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new and enhanced disclosures only.

On January 1, 2022, the Company adopted new guidance under Accounting Standards Codification (ASC) Topic 842, Leases. Under the new guidance, the Company recognizes right of use assets and lease liabilities for leases with terms greater than 12 months. Leases are now classified as either financial or operating leases, which dictates whether the expense is recognized based on effective interest method or on a straight-line basis over the term of the lease. The Company adopted Topic 842 using the modified retrospective method. Accordingly, the new guidance was applied retrospectively to leases that existed as of January 1, 2022 (the date of initial application). The adoption did not have a significant impact on the Company’s equity, results of operations or cash flows.

The Company elected the following practical expedients and accounting policy elections:

1.	Expired<br> or existing contracts were not assessed to determine whether they are or contain leases upon<br> adoption.
2.	Previous<br> classification of existing leases (operating or finance) was retained as of the date of adoption.
---	---
3.	Initial<br> direct costs were not reassessed upon adoption.
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4.	Hindsight<br> is used in determining the lease term and in evaluating impairment of right of use assets.
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NOTE2 – CONCENTRATION OF CREDIT RISK

The Company maintains cash and cash equivalents balances at a financial institution located in Michigan. Accounts at this institution were insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company’s cash balances at December 31, 2023 and 2022 were fully insured.

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE3 – PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2023 and 2022 consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2023		2022
Software	$	3,743	$	3,743
Computer and office equipment		23,142		23,142
Furniture and fixtures		9,257		9,257
Trucks and tractors		4,131,319		3,598,702
Equipment		3,685,749		3,230,617
Leasehold improvements		126,555		123,555
Total undepreciated cost		7,979,765		6,989,016
Less: Accumulated depreciation		2,445,579		1,678,872
Property and equipment, net	$	5,534,186	$	5,310,144

Depreciation expense included in cost of revenues related to trucks and tractors and equipment for the years ended December 31, 2023 and 2022 amounted to $755,770 and $645,587, respectively. Depreciation expense included in general and administrative expenses for the years ended December 31, 2023 and 2022 amounted to $10,936 and $3,200, respectively.

NOTE4 – LEASES

During March 2022, the Company entered into a lease agreement for its Detroit operations which commenced in August 2022 through July 2027. There is an exclusive right to purchase the premises through the original term of the lease at a fair value to be mutually agreed upon. The Company is not reasonably certain it will exercise the option and therefore, the lease is classified as an operating lease. Monthly payments required under this lease are approximately $9,000. The Company discounted the lease liability utilizing the incremental borrowing rate at lease commencement which was 5.50%. Total lease expense under this lease for the years ended December 31, 2023 and 2022 was $104,000 and $43,333, respectively. The remaining term under this lease at December 31, 2023 is 3.6 years.

Also, the Company leases a truck used for is operations under a five-year lease which commenced during May 2022 ending during May 2027, classified as a finance lease. The lease calls for monthly payments of $3,304 bearing interest at 12.08% per annum. The lease includes a purchase option upon maturity of which the Company intends to exercise. The remaining term under this lease at December 31, 2023 is 3.3 years .

The Company also leases land for equipment storage on a month-to-month basis. These monthly leases are expensed to lease expense as incurred.

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STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE4 – LEASES – Continued

The following table summarizes right of use assets at December 31, 2023 and 2022:

SCHEDULE OF RIGHT OF USE ASSETS

	2023		2022		Location<br> Recorded on Balance Sheet
Assets
Operating<br> lease	$	336,191	$	415,725	Right-of-use<br> asset
Finance<br> lease		117,162		139,130	Property<br> and equipment, net
Total<br> leased assets	$	453,353	$	554,855

The following table summarizes the maturities of the Company’s lease liabilities presented on the balance sheets as of December 31, 2023:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Year	Operating Lease		Finance Lease
2024	$	108,000	$	39,650
2025		108,000		39,650
2026		108,000		39,650
2027		63,000		16,521
Total lease payments		387,000		135,471
Less interest		36,475		24,925
Total lease obligations		350,525		110,546
Less current portion		90,992		27,802
Long-term lease liabilities	$	259,533	$	82,744

The following summarizes the composition of net lease cost during the years ended December 31, 2023 and 2022:

SCHEDULE COMPOSITION OF NET LEASE COST

	2023		2022
Short-term<br> lease costs	$	28,431	$	141,163
Operating<br> lease costs		104,000		43,333
Finance<br> lease costs
Amortization<br> of right-to-use asset		21,968		9,077
Interest<br> on lease liabilities		14,997		10,040
Total<br> lease costs	$	169,396	$	203,613

| - 11 - |

| --- |

STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE5 – NOTES PAYABLE

Notes payable at December 31, 2023 and 2022 can be summarized as follows:

SCHEDULE OF NOTES PAYABLE



		2022
Note payable to third-party individual, secured by underlying assets, due in equal monthly<br> payments of 6,500, beginning November 2017 and due December 2027 in full, plus interest of 5.00% per annum.	525,381	$	579,822
Note payable to third-party individual, secured by underlying assets, due in equal monthly<br> payments of 6,500, beginning November 2017 and due December 2027 in full, plus interest of 5.00% per annum.	525,381	$	579,822
Note payable to bank, secured by underlying asset, beginning August 2018, due in equal monthly<br> payments of 3,094 plus interest of 10.19% per annum. Paid in full during 2023.	-		32,366
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,576,<br> beginning January 2019 and due December 2023 in full, plus interest of 12.07% per annum.	7,574		35,692
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,315,<br> beginning March 2019 and due March 2024 in full, plus interest of 11.27% per annum.	15,616		40,121
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,663,<br> beginning May 2019 and due March 2024 in full, plus interest of 11.89% per annum.	15,437		43,700
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,503,<br> beginning May 2019 and due April 2024 in full, plus interest of 10.59% per annum.	14,324		29,591
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,510,<br> beginning June 2019 and due May 2024 in full, plus interest of 11.08% per annum.	30,176		66,719
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,639,<br> beginning August 2019 and due July 2024 in full, plus interest of 12.56% per annum.	17,727		45,264
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,384,<br> beginning February 2020 and due February 2025 in full, plus interest of 7.61% per annum.	45,204		80,891
Note payable to bank, secured by underlying assets, due in equal monthly<br> payments of 1,619, beginning March 2020 and due March 2024 in full, plus interest of 8.73% per annum.	11,013		28,638
Subtotal	682,452	$	982,804

All values are in US Dollars.

| - 12 - |

| --- |

STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE5 – NOTES PAYABLE – Continued

		2022
Subtotal from previous page	682,452	$	982,804
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,902,<br> beginning June 2020 and due June 2026 in full, plus interest of 5.50% per annum.	53,195		72,512
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,016,<br> beginning July 2020 and due July 2025 in full, plus interest of 12.51% per annum.	34,584		53,165
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,239,<br> beginning July 2020 and due July 2025 in full, plus interest of 12.41% per annum.	38,451		59,136
Note payable to bank, secured by underlying assets, due in equal monthly payments of 979,<br> beginning August 2020 and due August 2026 in full, plus interest of 5.50% per annum.	29,069		38,919
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,079,<br> beginning November 2020 and due October 2025 in full, plus interest of 9.40% per annum.	40,113		60,250
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,940,<br> beginning November 2020 and due October 2025 in full, plus interest of 9.42% per annum.	31,407		46,393
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,829,<br> beginning December 2020 and due December 2025 in full, plus interest of 6.25% per annum.	63,666		92,643
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,162,<br> beginning December 2020 and due September 2025 in full, plus interest of 8.88% per annum.	49,428		74,422
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,033,<br> beginning March 2021 and due March 2026 in full, plus interest of 5.99% per annum.	51,222		71,868
Note payable to bank, secured by underlying asset, due in equal monthly<br> payments of 2,855, beginning May 2021 and due May 2026 in full, plus interest of 6.95% per annum.	75,603		103,541
Subtotal	1,149,190	$	1,655,653

All values are in US Dollars.

| - 13 - |

| --- |

STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE5 – NOTES PAYABLE – Continued

		2022
Subtotal from previous page	1,149,190	$	1,655,653
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,967,<br> beginning August 2021 and due August 2028 in full, plus interest of 6.10% per annum.	144,271		170,208
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,275,<br> beginning August 2021 and due August 2026 in full, plus interest of 6.92% per annum.	66,289		88,167
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,176,<br> beginning September 2021 and due September 2026 in full, plus interest of 6.72% per annum.	95,440		126,010
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,225,<br> beginning November 2021 and due November 2026 in full, plus interest of 6.73% per annum.	102,226		132,915
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,586,<br> beginning December 2021 and due December 2026 in full, plus interest of 5.99% per annum.	117,906		152,740
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,134,<br> beginning February 2022 and due February 2026 in full, plus interest of 7.50% per annum.	74,982		105,700
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,000,<br> beginning March 2022 and due February 2029 in full, plus interest of 4.99% per annum.	165,428		192,213
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,063,<br> beginning April 2022 and due April 2029 in full, plus interest of 5.64% per annum.	171,205		197,493
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,381,<br> beginning July 2022 and due July 2029 in full, plus interest of 6.29% per annum.	190,626		218,261
Note payable to bank, secured by underlying asset, due in equal monthly<br> payments of 3,427, beginning July 2022 and due July 2026 in full, plus interest of 7.90% per annum.	95,816		127,979
Subtotal	2,373,379	$	3,167,339

All values are in US Dollars.

| - 14 - |

| --- |

STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE5 – NOTES PAYABLE – Continued

		2022
Subtotal from previous page	2,373,379	$	3,167,339
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,674, beginning<br> July 2022 and due August 2027 in full, plus interest of 4.91% per annum.	141,455		180,477
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,674, beginning<br> July 2022 and due August 2027 in full, plus interest of 4.91% per annum.	141,455		180,477
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,071, beginning<br> July 2022 and due August 2027 in full, plus interest of 9.26% per annum.	114,199		139,200
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,446, beginning<br> November 2022 and due November 2027 in full, plus interest of 8.50% per annum.	58,676		70,493
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,850, beginning<br> March 2023 and due January 2029 in full, plus interest of 6.76% per annum.	96,587		-
Note payable to bank, secured by underlying assets, due in equal monthly payments of 5,590, beginning<br> March 2023 and due March 2028 in full, plus interest of 7.35% per annum.	244,214		-
Note payable to bank, secured by underlying asset, due in equal monthly payments of 4,213, beginning<br> December 2023 and due December 2030 in full, plus interest of 8.47% per annum.	266,434		-
Note payable to bank, secured by underlying asset, due in equal monthly payments of 4,269, beginning<br> December 2023 and due December 2030 in full, plus interest of 8.90% per annum.	266,184		-
Total notes payable	3,702,583		3,737,986
Less: current portion of notes payable	982,060		919,337
Notes payable - long-term portion	2,720,523	$	2,818,649

All values are in US Dollars.

| - 15 - |

| --- |

STANDARDWASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE5 – NOTES PAYABLE – Continued

Principal payments on notes payable for the next five years ending December 31 and thereafter as follows:

SCHEDULE OF PRINCIPAL PAYMENTS ON NOTES PAYABLE

2024	$	982,060
2025		849,498
2026		647,485
2027		743,898
2028		250,302
Thereafter		229,340

Total interest expense included on the statements of income and changes in members’ equity for the years ended December 31, 2023 and 2022 amounted to $251,883 and $244,620, respectively.

NOTE6 – CONTINGENCIES

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. During 2022, the Company was party to litigation with its previous lessor over rent increases. The Company settled during November 2022 and paid $85,000 to the previous lessor. This amount is included in lease expense in general and administrative expenses on the statement of income and changes in members’ equity for the year ended December 31, 2022.

NOTE7 – RELATED PARTY TRANSACTIONS

During the years ended December 31, 2023 and 2022, the Company conducted business with an entity owned by a family member of one of the Company’s members. The related party performs waste hauling services similar to the Company. During the year ended December 31, 2022, brokerage fees were paid to the related party for providing successful sales leads to the Company. Further, during both years ended December 31, 2023 and 2022, the Company provided services to the related party due to the related party being at full capacity and requiring additional equipment and hauling in order to service its customers of which the Company provided.

The following summarizes the Company’s related party transactions as of and for the years ended December 31, 2023 and 2022:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	2023		2022
Statements of Income:
Revenues for services provided	$	169,322	$	3,750
Brokerage fees paid		-		1,302
Assets:
Accounts receivable		53,177		500

NOTE8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events that occurred after the balance sheet date, up to the date that the financial statements were issued.

The Company is currently in negotiations to sell its assets and operations to a third party. As of the date of these financial statements the transaction has not completed and both parties are working on due diligence that include operational and financial information. Closing of the transaction is currently expected to occur during April 2024.

| - 16 - |

| --- |

Exhibit99.2

StandardWaste Services, LLC

(ALimited Liability Company)

March31, 2024 and 2023

C

O N T E N T S

	Page
Financial Statements
(UNAUDITED)<br> Balance Sheets	2
(UNAUDITED)<br> Statements of Income and Changes in Members’ Equity	3
(UNAUDITED)<br> Statements of Cash Flows	4
Notes<br> to financial statements	5<br> - 16

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

(UNUAUDITED) BALANCE

SHEETS

	March 31,<br>2024		December 31,<br>2023
ASSETS
Current Assets
Cash and cash equivalents	$	9,545	$	52,045
Accounts receivable		1,284,899		1,236,867
Employee loans		1,500		3,300
Total current assets		1,295,944		1,292,212
Property and Equipment, Net		5,318,328		5,534,186
Other Assets
Security deposits		12,900		12,900
Goodwill		412,800		412,800
Operating lease right-of-use asset, net		322,037		336,191
Total other assets		747,737		761,891
Total assets	$	7,362,009	$	7,588,289
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts payable	$	874,452	$	890,185
Accrued expenses		44,289		39,031
Current portion of operating lease liability		91,828		90,992
Current portion of finance lease liability		28,650		27,802
Current portion of notes payable		942,738		982,060
Total current liabilities		1,981,957		2,030,070
Noncurrent Liabilities
Operating lease liability, net of current portion		243,876		259,533
Finance lease liability, net of current portion		75,256		82,744
Notes payable, net of current portion		2,507,863		2,720,523
Total noncurrent liabilities		2,826,995		3,062,800
Total liabilities		4,808,952		5,092,870
Members’ Equity		2,553,057		2,495,419
Total liabilities and members’ equity	$	7,362,009	$	7,588,289

See accompanying notes to financial statements

| - 2 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

(UNAUDITED) STATEMENTS OF INCOME AND CHANGES IN MEMBERS’ EQUITY

	2024			2023
	For the Three-Months Ended
	March 31,
	2024			2023
Revenues	$	2,304,226		$	2,197,713
Cost of Revenues		1,612,136			1,421,281
Gross Profit		692,090			776,432
General and Administrative Expenses		435,035			498,149
Income From Operations		257,055			278,283
Other Income (Expense)
Interest income		11			9
Interest expense		(65,498	)		(68,153	)
Net Other Expense		(65,487	)		(68,144	)
Net Income		191,568			210,139
Members’ Equity - Beginning		2,495,419			2,247,530
Member distributions		(133,930	)		(51,830	)
Members’ Equity - Ending	$	2,553,057		$	2,405,839

See accompanying notes to financial statements

| - 3 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

(UNAUDITED) STATEMENTS OF CASH FLOWS

	2024			2023
	For the Three-Months Ended
	March 31,
	2024			2023
Cash Flows From Operating Activities
Net income	$	191,568		$	210,139
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation		215,859			184,975
(Increase) decrease in operating assets:
Accounts receivable		(48,032	)		(124,617	)
Employee loans		1,800			(1,500	)
Operating lease right-of-use asset		14,154			17,492
Increase (decrease) in operating liabilities:
Accounts payable		(15,733	)		33,806
Accrued expenses		5,258			14,540
Operating lease liability		(14,821	)		(21,093	)
Net Cash Provided by Operating Activities		350,053			313,742
Cash Flows From Investing Activities
Purchases of property and equipment		-			(43,500	)
Net Cash Used in Investing Activities		-			(43,500	)
Cash Flows From Financing Activities
Principal payments on finance lease liability		(6,640	)		(5,888	)
Principal payments on notes payable		(251,983	)		(224,376	)
Member distributions		(133,930	)		(51,830	)
Net Cash Used in Financing Activities		(392,553	)		(282,094	)
Net Decrease in Cash and Cash Equivalents		(42,500	)		(11,852	)
Cash and Cash Equivalents - Beginning		52,045			137,389
Cash and Cash Equivalents - Ending	$	9,545		$	125,537
Supplementary Cash Flow Information:
Cash paid for interest	$	65,498		$	68,153
Non-cash financing of property and equipment acquisitions	$	-		$	390,431

See accompanying notes to financial statements

| - 4 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES

TO FINANCIAL STATEMENTS

FOR

THE THREE-MONTHS ENDED MARCH 31, 2024 AND 2023

NOTE

1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Standard Waste Services, LLC (a Michigan Limited Liability Company) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. The accounting policies conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and the regulations of the United States Securities and Exchange Commission and have been consistently applied in the preparation of the financial statements.

Natureof Operations

Useof Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates that affect certain reported amounts and disclosures. These estimates and assumptions are based on management’s knowledge and experience. Accordingly, actual results could differ from these estimates.

Cashand Cash Equivalents

AccountReceivable

The allowance for credit losses is based on management’s assessment of collectability of assets pooled together with similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. For the three-months ended March 31, 2024 and 2023, the Company had no allowance for credit losses established as management’s assessment of collectability of its accounts receivables did not identify any receivables as uncollectable.

The

carrying value of accounts receivable as of March 31, 2024 and December 31, 2023 was $1,284,899 and $1,236,867, respectively. The carrying value of accounts receivable as of March 31, 2023 and December 31, 2022 was $1,126,378 and $1,001,761, respectively.

| - 5 - |

| --- |

STANDARD WASTE SERVICES, LLC

(A Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Propertyand Equipment

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

Software	3 years
Computer and office equipment	10 years
Furniture and fixtures	10 years
Trucks and tractors	7 years
Equipment	7 - 15 years
Leasehold improvements	15 years

Goodwill

During the three-months ended March 31, 2024 and 2023, the Company did not record any impairment and there were no changes in the carrying value of goodwill, respectively.

| - 6 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Rightof Use Assets and Lease Liabilities

The Company has elected to apply the short-term lease exception to all leases with a term of one year or less. Several of the Company’s leases as of March 31, 2024 and December 31, 2023 are for periods of less than 12 months, or on a month-to-month basis; therefore, lease assets and liabilities described above are not recorded on the balance sheets.

The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for its operating and finance leases.

Revenueand Cost Recognition

| - 7 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Revenueand Cost Recognition – Continued

The Company also provides waste hauling services to commercial customers which normally includes hauling away the waste and leaving equipment at the location for further use and future hauling and disposal. Invoices for these contracts are billed upon pickup and disposal of the waste at a landfill or transfer station. Invoices normally include disposal fees based on weight, type of waste to be disposed of, and fuel surcharges.

IncomeTaxes

With few exceptions, the Company is subject to U.S. federal and state income tax examinations by tax authorities for the prior three years. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions as of March 31, 2024 and December 31, 2023.

Advertising

Advertising

costs are expensed as they are incurred. Advertising costs included in general and administrative expenses for the three-months ended March 31, 2024 and 2023 were $1,847 and $1,721, respectively.

RecentlyAdopted Accounting Standards

| - 8 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

RecentlyAdopted Accounting Standards – Continued

NOTE

2 – CONCENTRATION OF CREDIT RISK

The

Company maintains cash and cash equivalents balances at a financial institution located in Michigan. Accounts at this institution were insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company’s cash balances at March 31, 2024 and December 31, 2023 were fully insured.

NOTE

3 – PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2024 and December 31, 2023 consisted of the following:

SCHEDULE OF

PROPERTY AND EQUIPMENT

	March 31,<br>2024		December 31,<br>2023
Software	$	3,743	$	3,743
Computer and office equipment		23,142		23,142
Furniture and fixtures		9,257		9,257
Trucks and tractors		4,131,319		4,131,319
Equipment		3,685,749		3,685,749
Leasehold improvements		126,555		126,555
Total undepreciated cost		7,979,765		7,979,765
Less: Accumulated depreciation		2,661,437		2,445,579
Property and equipment, net	$	5,318,328	$	5,534,186

Depreciation

expense included in cost of revenues related to trucks and tractors and equipment for the three-months ended March 31, 2024 and 2023 amounted to $212,939 and $182,796, respectively. Depreciation expense included in general and administrative expenses for the three-months ended March 31, 2024 and 2023 amounted to $2,920 and $2,179, respectively.

| - 9 - |

| --- |

STANDARD WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE

4 – LEASES

During

March 2022, the Company entered into a lease agreement for its Detroit operations which commenced in August 2022 through July 2027. There is an exclusive right to purchase the premises through the original term of the lease at a fair value to be mutually agreed upon. The Company is not reasonably certain it will exercise the option and therefore, the lease is classified as an operating lease. Monthly payments required under this lease are approximately $9,000. The Company discounted the lease liability utilizing the incremental borrowing rate at lease commencement which was 5.50%. The remaining term under this lease at March 31, 2024 is 3.33 years.

Also,

the Company leases a truck used for is operations under a five-year lease which commenced during May 2022 ending during May 2027, classified as a finance lease. The lease calls for monthly payments of $3,304 bearing interest at 12.08% per annum. The lease includes a purchase option upon maturity of which the Company intends to exercise. The remaining term under this lease at March 31, 2024 is 3.17 years.

The Company also leases land for equipment storage on a month-to-month basis. These monthly leases are expensed to lease expense as incurred.

The following table summarizes right of use assets at March 31, 2024 and December 31, 2023:

SCHEDULE OF RIGHT OF USE ASSETS

	March 31,<br>2024		December 31,<br>2023		Location Recorded on Balance Sheet
	March 31,<br>2024		December 31,<br>2023		Location Recorded on Balance Sheet
Assets
Operating lease	$	322,037	$	336,191	Right-of-use asset
Finance lease		111,670		117,162	Property and equipment, net
Total leased assets	$	433,707	$	453,353

The following table summarizes the maturities of the Company’s lease liabilities presented on the balance sheets as of March 31, 2024 for each of the twelve months ended March 31:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Year	Operating Lease		Finance Lease
2025	$	108,000	$	39,650
2026		108,000		39,650
2027		108,000		39,650
2028		45,000		3,271
Total lease payments		369,000		122,221
Less interest		33,296		18,315
Total lease obligations		335,704		103,906
Less current portion		91,828		28,650
Long-term lease liabilities	$	243,876	$	75,256

| - 10 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE4 – LEASES – Continued

The following summarizes the composition of net lease cost during the three-months ended March 31, 2024 and 2023:

SCHEDULE COMPOSITION OF NET LEASE COST

	2024		2023
Short-term lease costs	$	3,000	$	2,899
Operating lease costs		17,333		26,000
Finance lease costs
Amortization of right-to-use asset		5,492		5,492
Interest on lease liability		3,272		4,024
Total lease costs	$	29,097	$	38,415

NOTE

5 – NOTES PAYABLE

Notes payable at March 31, 2024 and December 31, 2023 can be summarized as follows:

SCHEDULE

OF NOTES PAYABLE

		December 31,<br>2023
Note payable to third-party individual, secured by underlying assets, due in equal monthly payments of 6,500, beginning November 2017 and due December 2027 in full, plus interest of 5.00% per annum.	516,777	$	525,381
Note<br> payable to bank, secured by underlying asset, due in equal monthly payments of 2,576, beginning<br> January 2019 and due December 2023 in full, plus interest of 12.07% per annum. This note<br> as of March 31, 2024 is currently in default.	2,550		7,574
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,315, beginning<br> March 2019 and due March 2024 in full, plus interest of 11.27% per annum. This note as of March 31, 2024 is currently in default.	9,048		15,616
Note payable to bank, secured by underlying assets, due in equal monthly payments<br> of 2,663, beginning May 2019 and due March 2024 in full, plus interest of 11.89% per annum. This note as of March 31, 2024 is<br> currently in default.	7,832		15,437
Subtotal	536,207	$	564,008

All values are in US Dollars.

| - 11 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE5 – NOTES PAYABLE – Continued

		December 31,<br>2023
Subtotal from previous page	536,207	$	564,008
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,503, beginning May 2019 and due April 2024 in full, plus interest of 10.59% per annum.	10,158		14,324
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,510, beginning June 2019 and due May 2024 in full, plus interest of 11.08% per annum.	20,393		30,176
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,639, beginning August 2019 and due July 2024 in full, plus interest of 12.56% per annum.	10,287		17,727
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,384, beginning February 2020 and due February 2025 in full, plus interest of 7.61% per annum.	35,851		45,204
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,619, beginning March 2020 and due March 2024 in full, plus interest of 8.73% per annum.	6,361		11,013
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,902, beginning June 2020 and due June 2026 in full, plus interest of 5.50% per annum.	48,198		53,195
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,016, beginning July 2020 and due July 2025 in full, plus interest of 12.51% per annum.	29,566		34,584
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,239, beginning July 2020 and due July 2025 in full, plus interest of 12.41% per annum.	32,868		38,451
Note payable to bank, secured by underlying assets, due in equal monthly payments of 979, beginning August 2020 and due August 2026 in full, plus interest of 5.50% per annum.	26,521		29,069
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,079, beginning November 2020 and due October 2025 in full, plus interest of 9.40% per annum.	34,777		40,113
Subtotal	791,187	$	877,864

All values are in US Dollars.

| - 12 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE5 – NOTES PAYABLE – Continued

		December 31,<br>2023
Subtotal from previous page	791,187	$	877,864
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,940, beginning<br> November 2020 and due October 2025 in full, plus interest of 9.42% per annum.	27,436		31,407
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,829, beginning December 2020 and due December 2025 in full, plus interest of 6.25% per annum.	56,135		63,666
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,162, beginning December 2020 and due September 2025 in full, plus interest of 8.88% per annum.	42,827		49,428
Note payable to bank, secured by underlying assets, due in equal monthly payments of 2,033, beginning March 2021 and due March 2026 in full, plus interest of 5.99% per annum.	45,865		51,222
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,855, beginning May 2021 and due May 2026 in full, plus interest of 6.95% per annum.	68,311		75,603
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,967, beginning August 2021 and due August 2028 in full, plus interest of 6.10% per annum.	137,502		144,271
Note payable to bank, secured by underlying asset, due in equal monthly payments of 2,275, beginning August 2021 and due August 2026 in full, plus interest of 6.92% per annum.	60,580		66,289
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,176, beginning September 2021 and due September 2026 in full, plus interest of 6.72% per annum.	87,472		95,440
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,225, beginning November 2021 and due November 2026 in full, plus interest of 6.73% per annum.	94,226		102,226
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,586, beginning December 2021 and due December 2026 in full, plus interest of 5.99% per annum.	108,868		117,906
Subtotal	1,520,409	$	1,675,322

All values are in US Dollars.

| - 13 - |

| --- |

STANDARD WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE5 – NOTES PAYABLE – Continued

		December 31, 2023
Subtotal from previous page	1,520,409	$	1,675,322
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,134, beginning<br> February 2022 and due February 2026 in full, plus interest of 7.50% per annum.	66,938		74,982
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,000, beginning<br> March 2022 and due February 2029 in full, plus interest of 4.99% per annum.	158,516		165,428
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,063, beginning<br> April 2022 and due April 2029 in full, plus interest of 5.64% per annum.	164,399		171,205
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,381, beginning July 2022 and due July 2029 in full, plus interest of 6.29%<br> per annum.	183,441		190,626
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,427, beginning<br> July 2022 and due July 2026 in full, plus interest of 7.90% per annum.	87,372		95,816
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,674, beginning<br> July 2022 and due August 2027 in full, plus interest of 4.91% per annum.	131,700		141,455
Note payable to bank, secured by underlying assets, due in equal monthly payments of 3,674, beginning<br> July 2022 and due August 2027 in full, plus interest of 4.91% per annum.	131,700		141,455
Note payable to bank, secured by underlying asset, due in equal monthly payments of 3,071, beginning<br> July 2022 and due August 2027 in full, plus interest of 9.26% per annum.	107,578		114,199
Note payable to bank, secured by underlying assets, due in equal monthly payments of 1,446, beginning<br> November 2022 and due November 2027 in full, plus interest of 8.50% per annum.	55,562		58,676
Note payable to bank, secured by underlying assets, due in equal monthly<br> payments of 1,850, beginning March 2023 and due January 2029 in full, plus interest of 6.76% per annum.	92,646		96,587
Subtotal	2,700,261	$	2,925,751

All values are in US Dollars.

| - 14 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE5 – NOTES PAYABLE – Continued

		2023
Subtotal from previous page	2,700,261	$	2,925,751
Note payable to bank, secured by underlying assets, due in equal monthly payments of 5,590, beginning<br> March 2023 and due March 2028 in full, plus interest of 7.35% per annum.	231,857		244,214
Note payable to bank, secured by underlying asset, due in equal monthly payments of 4,213, beginning<br> December 2023 and due December 2030 in full, plus interest of 8.47% per annum.	259,235		266,434
Note payable to bank, secured by underlying asset, due in equal monthly payments<br> of 4,269, beginning December 2023 and due December 2030 in full, plus interest of 8.90% per annum.	259,248		266,184
Total notes payable	3,450,601		3,702,583
Less: current portion of notes payable	942,738		982,060
Notes payable - long-term portion	2,507,863	$	2,720,523

All values are in US Dollars.

Principal payments on notes payable for the next five years as of March 31 and thereafter as follows:

SCHEDULE

OF PRINCIPAL PAYMENTS ON NOTES PAYABLE

2025	$	942,738
2026		815,446
2027		580,151
2028		701,595
2029		226,547
Thereafter		184,124
Total	$	3,450,601

Total

interest expense included on the statements of income and changes in members’ equity for the three-months ended March 31, 2024 and 2023 amounted to $65,498 and $68,153, respectively.

NOTE

6 – RELATED PARTY TRANSACTIONS

During the three-months ended March 31, 2024, the Company conducted business with an entity owned by a family member of one of the Company’s members. The related party performs waste hauling services similar to the Company.

Further, during the three-months ended March 31, 2024, the Company provided services to the related party due to the related party being at full capacity and requiring additional equipment and hauling in order to service its customers of which the Company provided. No transactions were conducted with this related party during and as of the three months-ended March 31, 2023.

| - 15 - |

| --- |

STANDARD

WASTE SERVICES, LLC

(ALimited Liability Company)

NOTES TO FINANCIAL STATEMENTS - Continued

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

NOTE6 – RELATED PARTY TRANSACTIONS – Continued

The following summarizes the Company’s related party transactions as of and for the three-months ended March 31, 2024 and 2023:

SCHEDULE

OF RELATED PARTY TRANSACTIONS

	2024		2023
	2024		2023
Statements of Income:
Revenues for services provided	$	73,464	$	-
Assets:
Accounts receivable	$	26,641	$	-

NOTE

7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events that occurred after the balance sheet date, up to the date that the financial statements were issued.

On January 12, 2024, Titan Environmental Solutions Inc. through its wholly-owned subsidiary, Titan Trucking, LLC, entered into a Membership Interest Purchase Agreement with Domonic Campo and Sharon Campo (the “Sellers”), and the Company. The Membership Interest Purchase Agreement was amended on February 21, 2024, May 20, 2024 and on May 30, 2024. The transaction closed on May 31, 2024. Together

with the amendments, the Membership Interest Purchase Agreement is referred to herein as the “Standard

Purchase Agreement.” Pursuant to the terms of the Standard Purchase Agreement, Titan Trucking, LLC, purchased ownership of all the outstanding membership interests of the Company. In exchange, Titan Environmental Solutions, Inc. issued the Sellers 612,000 shares of the Company’s Series A Preferred Stock, issued to the Sellers debt instruments with a total principal value of $2,859,898, and paid cash consideration of $4,652,500 (inclusive of a $652,500 closing deposit).

| - 16 - |

| --- |

Exhibit99.3

TITANENVIRONMENTAL SOLUTIONS INC.

PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

ASOF MARCH 31, 2024

(UNAUDITED)

On January 12, 2024, Titan Environmental Solutions Inc. (the “Company”, “TESI”), through its wholly-owned subsidiary, Titan Trucking, LLC, entered into a Membership Interest Purchase Agreement with Domonic Campo and Sharon Campo (the “Sellers”), and Standard Waste Services, LLC (“Standard”). The Membership Interest Purchase Agreement was amended on February 21, 2024, May 20, 2024 and on May 30, 2024. The transaction closed on May 31, 2024. Together with the amendments, the Membership Interest Purchase Agreement is referred to herein as the “Standard Purchase Agreement.” Pursuant to the terms of the Standard Purchase Agreement, the Company’s subsidiary, Titan Trucking, LLC, purchased ownership of all the outstanding membership interests of Standard (the “Standard Acquisition”). In exchange, the Company issued the Sellers 612,000 shares of the Company’s Series A Preferred Stock, issued to the Sellers debt instruments with a total principal value of $2,859,898, and paid cash consideration of $4,652,500 (inclusive of a $652,500 closing deposit).

The Company also signed a Guaranty Fee Agreement (the “Guaranty Agreement”) with Charles B Rizzo (“Rizzo”) whereby Rizzo agreed to guarantee the Company’s payment of the debt instruments with a total principal value of $2,859,898 issued to the Sellers and the payment of certain debts owed to the Sellers by the Company as a result of the Standard Purchase Agreement. In exchange, the Company issued Rizzo’s designee 215,000 shares of the Company’s Series A Preferred Stock. Additionally, Dominic Campo and Sharon Campo each signed a consulting agreement (the “Standard Consulting Agreements”) with the Company.

The cash consideration paid to the Sellers for the Standard Acquisition was funded through the sale of Series B Preferred Stock and warrants (the “Acquisition Financing”). The Company sold 422,200 shares of its Series B Preferred Stock and 42,220,000 warrants in exchange for consideration of $4,222,000, net of $290,390 of placement and legal fees. Additionally, the Company funded the Standard Acquisition by issuing a series of note payables (the “Closing Notes”) with an aggregate principal amount of $590,000, which were subsequently exchanged for Series B Preferred Stock and Warrants.

The Standard Acquisition was accounted for as a business combination acquisition with the Company as the accounting acquiror of Standard. The Company, as the accounting acquirer, recorded the assets and liabilities of Standard at their fair values as of the acquisition date. The unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2023 and for the three months ended March 31, 2024 is based on the historical consolidated financial statements of the Company and the historical financial statements of Standard.

The transaction accounting adjustments consist of those necessary to account for the Standard Acquisition. The unaudited pro forma condensed combined statement of financial position as of March 31, 2024, gives effect to the Standard Purchase Agreement, the Guaranty Agreement, the Standard Consulting Agreements, the Acquisition Financing, and the Closing Notes as if the transactions had occurred on March 31, 2024, and includes all adjustments necessary to reflect the application of acquisition accounting for the Standard Acquisition. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023, and the three months ended March 31, 2024, give effect to the Standard Purchase Agreement, the Guaranty Agreement, the Standard Consulting Agreements, the Acquisition Financing, and the Closing Notes as if they had occurred on January 1, 2023 and includes all adjustments necessary to reflect the application of acquisition accounting for the Standard Acquisition.

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

The unaudited pro forma condensed combined 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 Standard Acquisition been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined statement of financial position does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company.

The unaudited pro forma condensed combined 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 Standard Acquisition. Since these unaudited pro forma condensed combined 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 combined financial statements.

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

i.	The<br> audited financial statements of Standard as of and for the years ended December 31, 2023 and 2022;
ii.	The<br> audited consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022; as filed with<br> the Securities and Exchange Commission on April 15, 2024, included herein by reference.
iii.	The<br> unaudited financial statements of the Company as of March 31, 2024 and December 31, 2023 and for the three months ended<br> March 31, 2024 and 2023; as filed with the Securities and Exchange Commission on May 15, 2024, included herein by reference.
iv.	The unaudited financial statements of Standard as of<br> March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023.

TITANENVIRONMENTAL SOLUTIONS INC.

PROFORMA CONDENSED COMBINED BALANCE SHEET

MARCH31, 2024

(UNAUDITED)

	AS OF MARCH 31, 2024
						Transaction
	Historical			Historical		Accounting			Pro Forma
	TESI			Standard		Adjustments			Combined
ASSETS
Current Assets:
Cash and cash equivalents	$	3,427		$	9,545	$	3,931,610	(A)	$	534,582
		-					(4,000,000	)(B)
							590,000	(F)
Accounts receivable, net		934,880			1,284,899		(6,514	)(B)		2,213,265
Prepaid expenses and other current assets		218,957			-		-			218,957
Employee loans		-			1,500		-			1,500
Inventory		219,919			-		-			219,919
Total Current Assets		1,377,183			1,295,944		515,096			3,188,223
Property and equipment, net		6,402,837			5,318,328					11,721,165
Other assets		668,168			12,900		(652,500	)(B)		28,568
Goodwill and intangible assets, net		12,978,836			412,800		(412,800	)(B)		26,916,014
							13,930,664	(B)
							6,514	(B)
Right-of-use asset		1,480,770			322,037		(14,415	)(B)		1,788,392
TOTAL ASSETS	$	22,907,794		$	7,362,009	$	13,372,559		$	43,642,362
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	5,216,118		$	874,452	$	-			6,090,570
Customer deposits		523,814			-		-			523,814
Accrued payroll and related taxes		160,608			44,289		-			204,897
Convertible notes payable		2,983,767			-		-			2,983,767
Convertible notes payable - related parties		749,520			-		-			749,520
Notes payable		3,558,582			942,738		500,000	(B)		4,741,320
							(500,000	)(C)
							240,000	(F)
Notes payable - related parties		861,000			-		350,000	(F)		1,211,000
Operating lease liability, current		397,497			91,828		(23,751	)(B)		465,574
Finance lease liability, current		-			28,650		4,755	(B)		33,405
Shares to be issued		50,000			-					50,000
Total Current Liabilities		14,500,906			1,981,957		571,004			17,053,867
Notes payable, net of current portion		2,743,512			2,507,863		2,359,898	(B)		5,101,273
							(2,510,000	)(C)
Notes payable, net of current portion - related parties		537,470			-					537,470
Convertible notes payable, net of current portion		176,965			-					176,965
Convertible notes payable, net of current portion - related parties		59,023			-					59,023
Operating lease liability, net of current portion		1,199,536			243,876		(4,331	)(B)		1,439,081
Finance lease liability, net of current portion		-			75,256		(565	)(B)		74,691
Total Liabilities		19,217,412			4,808,952		416,006			24,442,370
MEZZANINE EQUITY
Titan:
Preferred stock, series B		-			-		42	(A)		5,488,642
							5,488,600	(A)
STOCKHOLDERS’ EQUITY
Titan:
Preferred stock, series A		63			-		61	(B)		146
							22	(C)
Common stock		2,539			-					2,539
Additional paid-in capital		156,889,062			-		4,221,958	(A)		166,909,947
					-		8,567,939	(B)
							3,009,978	(C)
							(5,488,600	)(A)
							(290,390	)(A)
Accumulated deficit		(153,201,282	)		-					(153,201,282	)
Members’ Equity		-			2,553,057		(2,553,057	)(G)		-
Total Stockholders’/Members’ Equity		3,690,382			2,553,057		12,956,553			19,199,992
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	22,907,794		$	7,362,009	$	13,372,559		$	43,642,362

TITANENVIRONMENTAL SOLUTIONS INC.

PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

THREEMONTHS ENDED MARCH 31, 2024

(UNAUDITED)

							Transaction
	Historical			Historical			Accounting				Pro Forma
	TESI			Standard			Adjustments				Combined
REVENUE	$	1,755,750		$	2,304,226							4,059,976
COST OF REVENUES		1,623,156			1,612,136							3,235,292
GROSS PROFIT		132,594			692,090			-				824,684
OPERATING EXPENSES
Salaries and salary related costs		487,031			-			(19,526	)	(E)		467,505
Professional fees		873,439			-			31,250		(D)		974,689
								70,000		(D)
Depreciation and amortization		192,867			-							192,867
General and administrative expenses		401,640			435,035							836,675
Total operating expenses		1,954,977			435,035			81,724				2,471,736
OPERATING (LOSS) INCOME		(1,822,383	)		257,055			(81,724	)			(1,647,052	)
OTHER (EXPENSE) INCOME:
Change in fair value of derivative liability		17,500			-							17,500
Interest expense, net of interest income		(510,454	)		(65,487	)		(98,987	)	(B)		(1,185,182	)
								(510,254	)	(C)
Other income (expense), net		56,393			-							56,393
Total other (expense) income, net		(436,561	)		(65,487	)		(609,241	)			(1,111,289	)
Provision for income taxes												-
Net (loss) income		(2,258,944	)		191,568			(690,965	)			(2,758,341	)
Deemed dividend		(862,289	)		-			-				(862,289	)
Net income (loss) available to common stockholders		(3,121,233	)		191,568			(690,965	)			(3,620,630	)
Net loss per share
Basic and diluted		(0.01	)		N/A							(0.02	)
Weighted-average common shares outstanding
Basic and diluted		222,067,042			N/A							222,067,042

TITANENVIRONMENTAL SOLUTIONS INC.

PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEARENDED DECEMBER 31, 2023

(UNAUDITED)

							Transaction
	Historical			Historical			Accounting				Pro Forma
	TESI			Standard			Adjustments				Combined
REVENUE	$	7,624,584		$	9,643,074							17,267,658
COST OF REVENUES		6,503,135			6,552,612							13,055,747
GROSS PROFIT		1,121,449			3,090,462			-				4,211,911
OPERATING EXPENSES
Salaries and salary related costs		1,720,492										1,720,492
Stock-based compensation		5,590,486						(73,639	)	(E)		5,516,847
Professional fees		3,146,692						125,000		(D)		3,551,692
								280,000		(D)
Depreciation and amortization		505,434			-							505,434
General and administrative expenses		1,074,634			2,093,841							3,168,475
Goodwill impairment		20,364,001			-							20,364,001
Total operating expenses		32,401,739			2,093,841			331,361				34,826,941
OPERATING (LOSS) INCOME		(31,280,290	)		996,621			(331,361	)			(30,615,030	)
OTHER (EXPENSE) INCOME:
Change in fair value of derivative liability		41,670										41,670
Interest expense, net of interest income		(1,380,122	)		(266,604	)		(324,486	)	(B)		(3,320,450	)
								(8,476	)	(B)
								(15,219	)	(F)
								(1,325,542	)	(C)
Gain on forgiveness of note payable		91,803			-							91,803
Other income (expense), net		113,212			-							113,212
Loss on extinguishment of debt and issuance of common share rights		(116,591,322	)		-							(116,591,322	)
Gain on issuance of warrants
Total other (expense) income, net		(117,724,759	)		(266,604	)		(1,673,724	)			(119,665,087	)
Provision for income taxes		-			-							-
Net (loss) income		(149,005,049	)		730,017			(2,005,085	)			(150,280,117	)
Deemed dividend		(1,075,000	)		-			(4,307,589	)(A)			(5,382,589	)
Net income (loss) available to common stockholders		(150,080,049	)		730,017			(6,312,674	)			(155,662,706	)
Net loss per share
Basic and diluted		(0.88	)		N/A							(0.91	)
Weighted-average common shares outstanding
Basic and diluted		170,715,695			N/A							170,715,695

TITANENVIRONMENTAL SOLUTIONS INC.NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

MARCH31, 2024 AND DECEMBER 31, 2023

(UNAUDITED)

NOTE1 — BASIS OF PRO FORMA PRESENTATION

The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Standard Purchase Agreement, the Guaranty Agreement, the Standard Consulting Agreements, the Acquisition Financing, and the Closing Notes (the “Acquisition Transactions”) and have been prepared for informational purposes only.

The unaudited pro-forma condensed combined balance sheet as of March 31, 2024, assumes that the Acquisition Transactions occurred on March 31, 2024. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2024 and for the year ended December 31, 2023 assume that the Acquisition Transactions occurred on January 1, 2023.

Management has made significant estimates and assumptions in its determination of the transaction accounting adjustments. As the unaudited pro forma condensed combined 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 condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Titan Merger.

The transaction accounting adjustments reflecting the completion of the Acquisition Transactions 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 Acquisition 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 condensed combined financial information.

In accordance with ASC 805 – Business Combinations, the Standard Acquisition was accounted for as a business combination with Titan being deemed the accounting acquirer of Standard.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the Company would have been had the acquisition 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 the Company and Titan.

NOTE2 —ACCOUNTING POLICIES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

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

NOTE3 — TRANSACTION ACCOUNTING ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2024 and the unaudited condensed combined pro forma statements of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 are as follows:

A.	Acquisition Financing

The pro forma condensed combined financial statements include the effects of the financing transaction entered into in order to secure enough funds to close the acquisition of Standard. The Company recorded the issuance of 422,200 shares of redeemable convertible Series B Preferred Stock and Warrants to purchase an aggregate of 42,220,000 shares of Common Stock for an aggregate purchase price of $4,222,000, less $290,390 in offering costs for net proceeds of $3,931,610. Par value of the convertible Series B Preferred Stock was recorded at $42. In addition to the $290,390 of offering costs the Company also issued 8,440,000 placement agent warrants. The warrants were analyzed to be equity warrants and therefore classified within equity. The redeemable convertible preferred series B shares and the warrants were allocated value based on the relative value of the financing, redeemable convertible Series B was $1,568,895 and warrants were $2,653,105.

In connection with the issuance, the Company entered into a Registration Rights Agreement whereby the Company agreed to file a registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Warrants within 20 calendar days of the earlier of (i) the date of the consummation of the listing of the Common Stock on any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the Cboe or their respective successors and (ii) the six-month anniversary of the Registration Rights Agreement (the “Trigger Date”). The Company agreed to use its best efforts to have the registration statement declared “effective” within 60 calendar days from the Trigger Date.

The Company determined the redeemable convertible Series B Preferred Stock is classified as temporary mezzanine equity because redemption could be required at (1) a fixed or determinable date, (2) at the option of the holder, and (3) upon occurrence of a contingent event. The redemption feature is initially recorded at fair value and will be accreted to redemption value. The Company valued the redemption feature at fair value based on the present value of future cash flows using the following assumptions, (1) term of 1.17 years, (2) dividend rate of 10%, (2) effective interest rate of 8.12%, (3) and redemption value of $5,488,600. Accretion was recorded to reflect the fair value of the Convertible Series B Preferred Stock for the three months ending March 31, 2024 and year ending December 31, 2023 for $0 and $4,307,589, respectively. Accretion was recorded as a debit to additional paid in capital and credit to the Series B Preferred Stock.

B.	Effect of Standard Waste Services, LLC Business Combination (“Standard Acquisition”)

In accordance with ASC 805 – Business Combinations, the Standard Acquisition was accounted for as a business combination with the Company being deemed the accounting acquirer of Standard. The Company, as the accounting acquirer, recorded the assets and liabilities of Standard at their fair values as of the acquisition date.

The Company was deemed to be the accounting acquirer based on the following facts and circumstances: (1) the Company’s owners owned approximately 75% of the voting interests of the combined company immediately following the transaction; (2) the governing body of the combined entity (the Board of Directors) is composed of the same individuals as the pre-combination company; (3) the senior management of the Company did not change as a result of the Standard Acquisition. The Company paid a combined $4,652,500, which was broken out as $4,000,000 in cash and $652,500 in a cash deposit. In addition, two note payables were issued in the amounts of $2,359,898 and $500,000, respectively. As a result of the transaction there was $13,930,664 of goodwill recorded related to the acquisition, $6,514 of goodwill was recorded due to adjustment of accounts receivable and $412,800 of goodwill was extinguished which was previously on the acquiree’s books. Lastly, 612,000 shares of Series A Preferred Stock, with an estimate fair value of $8,568,000 ($61 allocated par value and $8,567,939 allocated to additional paid in capital) was issued as consideration related to the acquisition of Standard.

The Company assumed an operating lease and finance lease, which were remeasured as of May 31, 2024. Related to the operating lease the right-of-use asset was decreased by $14,415. The short term and long-term lease liability was decreased by $23,751 and $4,331, respectively. The finance lease liability was adjusted by approximately $4,755 and $565 due to the remeasurement related to the acquisition of Standard.

This entry was made to record the accounts receivable balance at fair value. The company has evaluated the Standard accounts receivable and allowance for doubtful accounts and determined that an estimated loss rate of 1% or $6,514 for all other receivables is appropriate. This entry was made to record the accounts receivable balance at fair value.

Interest expense related to notes payable of $98,987 and $324,486 was recorded for the three months ended March 31, 2024 and year ended December 31, 2023, respectively. Additional interest incurred was recorded for $8,476 as of the year ended December 31, 2023.

The Company accounted for the Titan Merger as a business combination using acquisition accounting. The purchase consideration is as follows:

	March 31, 2024
Cash	$	4,000,000
Closing Deposit (Prepaid Cash)		652,500
Long-Term Note Payable		2,359,898
Promissory Note		500,000
Series A Preferred Stock (612,000 shares)		8,568,000
Total purchase consideration	$	16,080,398

The Company recorded all of its tangible and intangible assets and its liabilities 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, 2024:

	March 31, 2024
Assets acquired
Cash		9,545
Accounts receivable, net		1,284,899
Employee loans		1,500
Property and equipment, net		5,318,328
Security deposit		12,900
Goodwill and intangible assets		13,930,664
Right-of-use asset		307,622
		20,865,458
Liabilities assumed:
Accounts payable		874,452
Accrued expenses		44,289
Current portion of operating lease liability		68,077
Current portion of finance lease liability		33,405
Current portion of notes payable		942,738
Operating lease liability, net of current portion		239,545
Finance lease liability, net of current portion		74,691
Notes payable		2,507,863
		4,785,060
Net fair value of assets acquired (liabilities assumed)		16,080,398
C.	Effect of the Guaranty Agreement
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The pro forma financial statements include the effects of the 215,000 shares of the Company’s Series A Preferred Stock related to a Guarantee Fee Agreement pursuant to which certain outstanding indebtedness owed by the Company to the sellers of Standard is guaranteed. Pursuant to the Guarantee Fee Agreement, Charles B. Rizzo shall personally guarantee the obligations of Standard and the Company. In exchange for providing the guarantees, the Company agreed to provide compensation consisting of a deposit fee, a guarantee fee, and an annual fee. The guarantee fee consists of 15,000,000 shares of common stock or the equivalent shares of Series A Preferred Stock, and the deposit fee consists of 6,500,000 shares of common stock or the equivalent shares of Series Preferred Stock. The total value of the 215,000 shares of Series A Preferred Stock issued as of March 31, 2024 and January 1, 2023 was $3,010,000. Related to March 31, 2024 and December 31, 2023 the guaranteed fee was recorded as a debt issuance cost of $3,010,000. Amortization expense for the three months ended March 31, 2024 and year ended December 31, 2023 was $510,254 and $1,325,542, respectively.

D.	Standard Consulting Agreements

The Company engaged the Sellers for consulting services in the period following the Standard Acquisition. Dominic Campo and Sharon Campo each signed a consulting agreement (the “Standard Consulting Agreements”) with the Company.

The first consulting agreement is effective as of May 20, 2024, and has a term of five years. Commencing on June 1, 2024, and in exchange for consulting services provided, the consultant is to receive a monthly retainer of $23,333. In the event that the consultant meets their demise during the term of the agreement, the retainer shall be reduced to $11,667 per month. The pro forma condensed combined statement of operations for the year ended December 31, 2023 and the three months ended March 31, 2024 recognize consulting expenses from the first consulting agreement of $280,000 and $70,000, respectively.

The second consulting agreement is effective as of June 4, 2024, and has a term of five years. Commencing on June 4, 2024, and in exchange for consulting services provided, the consultant is to receive a monthly retainer of $10,417 ($125,000 annually). The pro forma condensed combined statement of operations for the year ended December 31, 2023 and the three months ended March 31, 2024 recognize consulting expenses from the second consulting agreement of $125,000 and $31,250, respectively.

E.	Effect of the Standard Acquisition on Salaries and Salary Related Costs

As a result of the Standard Acquisition, Standard had a reduction in headcount that resulted in decreased salary and salary related expenses. This effect is reflected in the pro forma condensed combined statement of operations for the year ended December 31, 2023 and three months ended March 31, 2024 as $73,639 and $19,526, respectively.

F.	The Closing Notes

The Company partially funded the cash consideration for the Standard Acquisition by issuing a series of note payables (the “Closing Notes”) with an aggregate principal amount of $590,000. Information related to these note payables is shown below.

	Effective Date	Maturity Date
Note Payables
Lender A – Closing Note #1	5/30/2024	9/30/2024	10	%
Lender A – Closing Note #2	5/31/2024	6/7/2024	10	%
Lender A – Closing Note #3	6/7/2024	9/30/2024	10	%

Related Party Note Payables
Lender B – Closing Note #4	5/30/2024	9/30/2024	10	%
Lender C – Closing Note #5	5/30/2024	6/28/2024	10	%
Lender D – Closing Note #6	5/30/2024	9/30/2024	10	%

All values are in US Dollars.

The pro forma statement of operations for the year ended December 31, 2023, recognizes interest expense from the Closing Notes of $15,219, which assumes the repayments of the notes based on their contractual terms.

G.	Elimination of the Historical Members’ Equity Balance of Standard

The pro forma financial statements account for the Standard Acquisition as a business combination in accordance with ASC 805 - BusinessCombinations, with the Company treated as the accounting acquirer and Standard treated as the accounting acquiree. As the accounting acquiree, Standard’s legal capital of $2,553,057 was eliminated and the Company has acquired Standard’s assets and assumed Standard’s liabilities. Therefore, the transaction adjustment eliminates the historical Members’ Equity balance of Standard.

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, 2024 and the year ended December 31, 2023. The following table presents the computation of pro forma basic and diluted net loss per share:

	March 31,			December 31,
	2024			2023
Numerator:
Pro forma net loss	$	(3,620,630	)	$	(155,662,706	)
Denominator:
Weighted average common shares outstanding (basic and diluted)		222,067,042			170,715,695
Pro forma basic and diluted net loss per share	$	(0.02	)	$	(0.91	)

NOTE4 — INCOME TAXES

The pro forma condensed combined 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. Titan Environmental Solutions Inc. is subject to income taxation in the U.S. federal tax jurisdiction and various state tax jurisdictions. The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes.