NOTES PAYABLE

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 9 – NOTES PAYABLE

The Company borrows funds from various creditors to finance its equipment, operations, and acquisitions. The Company’s collateralized loans are secured by interest in the financed equipment.

On December 15, 2022, Titan Trucking entered into a $170,000 promissory note agreement with WTI Global Inc. (“WTI”) at a 7% per annum interest rate. The promissory note was issued as consideration for the acquisition of intangible assets from WTI during the year ended December 31, 2022. On February 1, 2023, WTI agreed to cancel the promissory note in exchange for an ownership interest in the Company. The cancellation was recorded on the consolidated balance sheet as an equity contribution (See Note 14 – Mezzanine Equity and Stockholders’ Equity).

The Company’s notes payables balance as of December 31, 2024 and 2023, consisted of the following:

		December 31,						December 31,
		2024						2023
		Current			Non-current			Current			Non-current
Collateralized Loans:	(a)	$	2,534,832		$	4,139,082		$	970,301		$	2,521,624
Note Payables:
Keystone	(b)		99,000			-			-			-
Issued prior to Titan Merger:
Michaelson Capital	(c)		1,657,090			-			2,307,090			-
Loanbuilder	(d)		100,611			26,489			91,096			102,916
Individual	(e)		25,000			-			25,000			-
Kabbage Funding Loans	(f)		-			-			9,344			-
Related Parties:
Standard Waste Promissory Note (1)	(g)		175,000			-			-			-
Titan Holdings 2	(h)		882,470			-			175,000			603,470
Titan Holdings 5	(i)		107,000			-			40,000			-
Miller	(j)		305,000			-			250,000			-
J. Rizzo	(k)		78,727						65,000			-
C. Rizzo	(l)		-			-			-			-
Total outstanding principal			5,964,730			4,165,571			3,932,831			3,228,010
Less: discounts			(532,969	)		(884,359	)		(21,385	)		(53,325	)
Total notes payable			5,431,761			3,281,212			3,911,446			3,174,685
Less: Notes payable – related parties			1,548,196			-			530,000			603,470
Notes payable		$	3,883,565		$	3,281,212		$	3,381,446		$	2,571,215

Guarantee of Debt

On May 31, 2024, the Company entered into a Guaranty Fee Agreement pursuant to which certain outstanding indebtedness owed by the Company to the sellers of Standard is guaranteed. Pursuant to the Guaranty Fee Agreement, Charles B. Rizzo personally guaranteed 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 consisted of 15,000,000 shares of common stock or the equivalent shares of Series A Preferred Stock, and the deposit fee consisted of 6,500,000 shares of common stock or the equivalent shares of Series A Preferred Stock. The annual fee consists of 2.5% of the total amount of all outstanding debt on the anniversary of the agreement. The deposit fee and guarantee fee were settled on May 31, 2024 with the issuance of 215,000 shares of Series A Preferred Stock. The total value of the 215,000 shares of Series A Preferred Stock issued on May 31, 2024 was $3,010,000. All of the guarantee fee was recorded as a debt issuance cost of $3,010,000 associated with all of Standard’s debt obligations.

Collateralized Installment Loans:

(a)

The May 31, 2024 acquisition of Standard included the assumption of approximately $3.3 million of debt obligations associated with the fleet of equipment. The Company also had existing collateralized debt of $3,491,925 outstanding at December 31, 2023. The aggregated debt as of December 31, 2024 has $6.7 million of outstanding principal and is made up of installment notes with a weighted average interest rate of 10.55%, due in monthly instalments with final maturities at various dates ranging from January 2025 to December 2030, secured by related equipment. The Company entered into a Guarantee Fee Agreement pursuant to which certain outstanding indebtedness owed by the Company to the sellers of Standard is guaranteed. A total of $1,611,969 of debt issuance costs were recorded in relation to the Guaranty Fee Agreement for the collateralized loans.

On January 6, 2025, the Company signed an agreement with a financier pursuant to which the Company received proceeds of $7,500,000, of which $6,679,365 was used to repay the Company’s collateralized notes payables (Note 20 – Subsequent Events).

Note Payables:

(b) During the year ended December 31, 2024, there were three note payable agreements executed between the Company and Keystone Capital Partners, LLC for an aggregate amount of $240,000. The agreements were issued between May 30, 2024 and June 7, 2024. All notes mature in less than 12 months and accrue interest at a rate of 10% per annum. On July 2, 2024, Keystone Capital Partners, LLC and the Company agreed to cancel two promissory notes for a total of $150,000 in exchange for 15,134 warrants to purchase 100 shares common stock each and 15,134 shares of Series B Preferred Stock. The warrants each have an exercise price of $0.06 per share (Note 14 – Mezzanine Equity and Stockholders’ Equity). The exchange was analyzed under ASC 470-50 and was concluded a debt extinguishment, the Company recorded a loss on extinguishment of $242,045 which is presented on the statement of operations. During the year ended December 31, 2024 the remaining note was in default, and as a result a $9,000 late payment fee was capitalized as part of the note’s principal. The outstanding balance of the remaining note as of December 31, 2024 was $99,000.

Note Payables issued prior to Titan Merger:

(c) On January 5, 2023, the Company completed its asset acquisition of the Recoup Digester Assets and as part of the consideration, assumed the liabilities of a $3,017,090 Secured Promissory Note owed to Michaelson Capital Special Finance Fund II, L.P. (“Michaelson”). The Company and Michaelson agreed to amend and restate the Secured Promissory Note, as well as sign a related Forbearance Agreement (together known as the “Michaelson Note”). The Michaelson Note originally had a 12% per annum interest rate. The Michaelson Note has the following terms: (1) the Company was to make monthly interest payments for the interest amounts owed, (2) the Company was to make monthly principal payments of $35,000, (3) the Company was to make a $250,000 principal repayment due as of December 31, 2023, and (4) the Company was to repay all other outstanding amounts owed by December 31, 2023. The Michaelson Note also includes a provision granting Michaelson a security interest and lien on all of the Company’s assets as collateral.   In October 2023, the Company and Michaelson agreed to forbear the principal payments owed to Michaelson during the three months ended September 30, 2023 until October 30, 2023. On December 28, 2023, the Company and Michaelson signed a Forbearance Agreement (the “December Michaelson Amendment”) that was accounted for as a debt modification in accordance with ASC 470 – Debt.

The December Michaelson Amendment established a period ending on March 31, 2024 during which Michaelson agreed to forbear from exercising its rights against the Company with respect to a default. Additionally, it set the following repayment terms: (1) on or before December 31, 2023, the Company was to make a $125,000 principal payment, (2) on or before January 31, 2024, the Company was to make a principal payment of $50,000, (3) on or before March 31, 2023, the Company was to repay its remaining principal obligations to Michaelson, (4) beginning on January 2024, the Company was to make three monthly interest payments of $22,571, and (5) following the payment of its other obligations owed to Michaelson, the Company was to issue to Michaelson $50,000 worth of preferred stock at the current offering terms and conditions.

In April 2024, the Company and Michaelson agreed to extend the term of the Michaelson Note until June 30, 2024, and forbear all other terms until May 1, 2024. In exchange for such extension and forbearance, the Company agreed: (1) to pay $600,000 to Michaelson upon the closing of the acquisition of Standard Waste Services, LLC, of which $500,000 will be repayment of principal and $100,000 will be a fee for the forbearance (payable $50,000 in cash and $50,000 in Series B Preferred Stock), (2) any new debt incurred by the Company shall be subordinated to the Michaelson Note, and (3) Michaelson is to receive 25% of the net proceeds on any capital raised greater than $6.0 million. During the year ended December 31, 2024, the Company issued 5,000 shares of Series B Preferred Stock and recorded interest expense of $65,357 in relation to this note. Additionally, the Company made a total of $650,000 of principal repayments in relation to this note during the year ended December 31, 2024.

On July 31, 2024, the Company and Michaelson agreed to a Forbearance Agreement that amended the Michaelson Note Payable (the “July Michaelson Amendment”). As a result, the interest rate of the Michaelson Note increased to 16% per annum beginning on July 1, 2024. Additionally, the principal payment schedule of the Michaelson Note was amended as follows: a payment of $750,000 is due on or by August 30, 2024, a payment of $457,089 is due on or by September 30, 2024, and a payment of the remaining outstanding principal is due on or by November 30, 2024. The Company also agreed to pay a forbearance fee of $10,000 to Michaelson. In accordance with ASC 470, the July Michaelson Amendment was accounted for as debt modification.

As of December 31, 2024 the outstanding principal balance is $1,657,090 and the Michaelson Note was in default. Subsequent to December 31, 2024, the Company and Michaelson agreed to amend the Michaelson Note. As a result, Michaelson agreed to waive all events of default until April 15, 2025 (Note 20 – Subsequent Events).

(d) As of December 31, 2024, the Company has 20 remaining required monthly repayments of $6,046 and 4 remaining required monthly repayments of $1,545 these Notes.

(e)

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

(f)

On September 28, 2022 and September 29, 2022, the Company agreed to two Kabbage Funding Loan Agreements (together known as the “Kabbage Loans”) owed to American Express National Bank. The Kabbage Loans had an initial principal amount of $120,800 and as of May 19, 2023 had a principal amount of $77,748. Each loan includes a cost of capital interest expense of $4,077 and is to be repaid in nine monthly repayments of $3,658, followed by nine monthly payments of $35,507. As of December 31, 2024, the Kabbage Loans had been fully repaid.

Related Parties:

(g) On May 30, 2024 the Company entered into a promissory note agreement with Dominic and Sharon Campo for $500,000. The note matured on July 15, 2024. The promissory note has an annual interest rate of 13.75% until maturity date and 18% after the maturity. The Company incurred debt issuance costs of $245,469 in connection with the execution of this agreement of which $245,469 was amortized during the year ended December 31, 2024 (please see Guarantee of Debt above). On December 31, 2024 the Company and the note holders agreed to amend the promissory note. As a result the promissory note is to be repaid with weekly payments of $5,000 and is due on March 31, 2025. All events of default that existed prior to the amendment were cured. Additionally, $150,000 of principal was exchanged for the issuance of 3,000,000 shares of common stock. The common stock was valued at approximately $0.02 per share and as a result the Company recorded a gain on extinguishment of $78,933 (Note 12 – Shares to be Issued). During the year ended December 31, 2024 the Company made principal repayments of $175,000. As of December 31, 2024 the promissory note had an outstanding balance of $175,000.

(h) On April 30, 2023, Titan Trucking signed a promissory note (the “Titan Holdings 2 Note”) with Titan Holdings 2, LLC (“Titan Holdings 2”), a stockholder of the Company. The promissory note matures on March 31, 2028. On November 10, 2023, Titan Trucking and Titan Holdings 2 agreed to a restated promissory note (together the two notes are the “Titan Holdings 2 Note”). The Titan Holdings 2 Note has a principal amount of $712,470. The interest rate was 10.5% for the period of April 30, 2023 through November 30, 2023 and increased to 13.00% commencing on December 1, 2023. Accrued interest is required to be paid on a monthly basis and all outstanding principal owed is due five years commencing after the signing of the restated promissory note. Titan Trucking was also required to make a one-time principal payment of $175,000 on or before December 8, 2023, and because all outstanding interest and principal was not repaid by December 31, 2023, an additional $50,000 penalty charge was added to the outstanding principal owed during the year ended December 31, 2024.

	Titan has an informal agreement with Titan Holdings 2 to continually borrow from Titan Holdings 2 as working capital needs arise. These additional funds are to be repaid as funding becomes available. During the year ended December 31, 2024 the Company borrowed an additional $240,000 informally, under this arrangement. In July of 2024, the Company sold two customer contracts in exchange for total proceeds of $370,000; consisting of $100,000 in cash, $50,000 of expenses paid on behalf of the Company, and debt forgiveness of $220,000. The debt forgiveness included the forgiveness of $146,000 of principal and $4,000 of accrued interest related to the Titan Holdings 2 Note. As of December 31, 2024 the outstanding balance of the Titan Holdings 2 Note was $882,470 and the Titan Holdings 2 Note was in default.
(i)	On December 31, 2023, Titan Trucking and a stockholder of the Company agreed to an informal agreement (the “Titan Holdings 5 Note”) to borrow funds from the stockholder as working capital needs arise. These additional funds are to be repaid as funding becomes available. As of December 31, 2024, Titan had borrowed $107,000 in additional funding. On May 30, 2024, the Company and the stockholder, agreed to a promissory note for a principal amount of $100,000. The promissory note has an annual interest rate of 10% and a maturity date of September 30, 2024. The note also featured a provision stating the Company will pay a 10% late fee in the event repayment is not made by more than 30 days past maturity. On July 2, 2024 the stockholder and the Company agreed to cancel the promissory note in exchange for 10,091 units which include 10,091 warrants to purchase 100 shares of common stock each and 10,091 shares of Series B Preferred Stock. The warrants each have an exercise price of $0.06 per share (Note 14 – Mezzanine Equity and Stockholders’ Equity). The exchange was analyzed under ASC 470-50 and was concluded a debt extinguishment, the Company recorded a loss on extinguishment of $161,391 which is presented on the statement of operations.
(j)	On October 30, 2023, Titan Trucking and the Company’s CEO, Glen Miller (“Miller”), agreed to a promissory note for a principal amount of $250,000. The promissory note is non-interest bearing and to be repaid within 30 days of the Company’s receipt of bridge funding. The note also features a provision stating Titan Trucking will pay a 10% late fee in the event repayment is not made by more than 30 days past maturity. The promissory note currently has an outstanding balance of $250,000 and as of December 31, 2024 is in default. On February 23, 2024, the Company and Miller agreed to a promissory note for a principal amount of $55,000. The promissory note is non-interest bearing, had a maturity date of June 30, 2024, and has an original issue discount of $5,000. The note also features a provision stating the Company will pay a 10% late fee in the event repayment is not made by more than 30 days past maturity. The promissory note currently has an outstanding balance of $55,000 and as of December 31, 2024 is in default. On May 30, 2024, the Company and Miller agreed to a promissory note for a principal amount of $50,000. The promissory note has a maturity date of June 28, 2024, and has an annual interest rate of 10%. The note also features a provision stating the Company will pay a 10% late fee in the event repayment is not made by more than 30 days past maturity. On July 2, 2024, Miller and the Company agreed to cancel the promissory note in exchange for 5,045 units which include 5,045 warrants to purchase 100 shares common stock each and 5,045 shares of Series B Preferred Stock. The warrants each have an exercise price of $0.06 per share (Note 14 – Stockholders’ Equity and Mezzanine Equity). The exchange was analyzed under ASC 470-50 and was concluded a debt extinguishment, the Company recorded a loss on extinguishment of $80,689 which is presented on the statement of operations.

(k) On November 30, 2023, the Company and its COO, Jeff Rizzo (“Rizzo”), agreed to a promissory note for a principal amount of $65,000. The promissory note has an interest rate of 10% and a maturity date of June 30, 2024. The note also features a provision stating the Company will pay a 10% late fee in the event repayment is not made by more than 30 days past maturity. As of December 31, 2024, the maturity date had elapsed and the promissory note is in default.

The Company has an informal agreement with Rizzo to continually borrow from Rizzo as working capital needs arise. These additional funds are to be repaid as funding becomes available. As of December 31, 2024, Titan had borrowed $13,727 in additional funding.

(l)

The Company has an informal agreement with Charles B. Rizzo (“C. Rizzo”) to continually borrow from C. Rizzo as working capital needs arise. These additional funds are to be repaid as funding becomes available. In July of 2024, the Company sold two customer contracts in exchange for total proceeds of $370,000; consisting of $100,000 in cash, $50,000 of expenses paid on behalf of the Company, and debt forgiveness of $220,000. The debt forgiveness included the forgiveness of $70,000 owed to C. Rizzo. As of December 31, 2024 the liability owed to C. Rizzo was $0.

Interest expense on these notes for the years ended December 31, 2024 and 2023 was $1,419,931 and $593,383, respectively.

Principal maturities for the next five years and thereafter as of December 31, 2024 were as follows:

2025	$	5,427,261
2026		1,680,427
2027		1,239,613
2028		1,517,001
2029		168,848
Thereafter		97,151
Total principal payments		10,130,301
Less: debt discounts		(1,417,328	)
Total notes payable	$	8,712,973