SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 20 – SUBSEQUENT EVENTS Subsequent events were evaluated through the issuance date of these financial statements. There were no subsequent events other than those described below: *Certification of Series C Preferred Stock and Authorization of Automatic Conversion of Series A and Series B Preferred Stock* On March 6, 2025, the Company filed a Certificate of Designation of the Preferences of Preferred Stock (the “Certificate of Designation”) pursuant to which it authorized the issuance of up to 6.5 million shares of Series C Preferred Stock and created the terms of the Series C Preferred Stock. Additionally, the Board of Directors of the Company also authorized, subject to receipt of all necessary stockholder approvals, the amendments to the Company’s articles of incorporation to provide that all outstanding shares of Series A Preferred Stock shall automatically convert into common stock, and all outstanding shares of Series B Preferred Stock shall automatically convert into common stock or Series C Preferred Stock, concurrently with the listing of the common stock on a national securities exchange. Each share of Series C Preferred Stock has a stated value of $2.40 and is convertible into a number of shares of Common Stock equal to (x) the stated value of the Series C Preferred Stock being converted plus all accrued but unpaid dividends, divided by (y) $0.05 per share (the “Conversion Price”); provided, however, that holders of Series C Preferred will not be able to convert shares of Series C Preferred Stock and receive shares of Common Stock upon such conversion to the extent that after giving effect to such issuance, the holder and such holder’s affiliates would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the applicable shares of Series C Preferred Stock (the “Beneficial Ownership Limitation”). Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis disregarding for such purpose any conversion limitations) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. Upon the liquidation or dissolution of the Company, the holders of Series C Preferred Stock will be entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of Common Stock would receive if the Series C Preferred Stock were fully converted (disregarding for such purposes any conversion limitations) to Common Stock, which such amounts following will be paid pari passu with all holders of Common Stock. *Series C Preferred Stock Subscription Agreements* Between March 5, 2025 and March 7, 2025, the Company consummated the transactions contemplated by Subscription Agreements dated February 21, 2025 (the “Subscription Agreements”), pursuant to which the Company offered to certain accredited investors shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), for a purchase price of $2.00 per share. Each of the five purchasers of shares of Series C Preferred Stock is an accredited investor and is a stockholder of and lender to the Company. The purchasers included Frank Celli, a director of the Company. The purchasers subscribed to purchase an aggregate of 500,000 shares of Series C Preferred Stock for an aggregate purchase price of $1,000,000. The proceeds of the offering will be used by the Company for working capital and the payment of outstanding payables. The Subscription Agreements also grant to the purchasers of shares of Series C Preferred Stock, among other rights, the right to participate in certain subsequent offerings of securities by the Company and the right to exchange their shares of Series C Preferred Stock for the securities issued in certain subsequent offerings of securities by the Company. *Convertible Notes Exchange Agreements* On March 4, 2025, the Company and the holders of $2,036,000 of the 2023 Bridge Notes, the holder of $212,500 of the Celli Bridge Notes, and the holder of $60,000 of the FC Advisory Bridge note signed exchange agreements which amended the maturity date of the notes to May 31, 2025. On March 30, 2025 the Company and the holder of the 2024 Non-Interest Bearing Bridge Note also entered into an assigned exchange agreement which extended the maturity date of the 2024 Non-Interest Bearing Bridge Note to May 31, 2025. Additionally, it was agreed that immediately prior to an underwritten public offering of the company’s common stock on certain public stock exchanges, each of the notes would be exchanged into a number of shares of the Company’s common stock equal to (i) the sum of (a) the aggregate principal of the notes as of February 9, 2025, (b) plus all interest accrued thereon as of February 9, 2025, (ii) multiplied by 1.4, (iii) plus all interest accrued on the Notes from February 9, 2025 through and including the date of the public offering, (iv) divided by the lesser of (a) $0.05 or (b) 100% of the price per share at which the Common Stock is sold in the public offering (Note 10 – Convertible Notes). *Amendment of Michaelson Note* 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. Additionally, the Michaelson Note was amended in order to have the following principal payment schedule: a principal payment of $165,000 shall be due by February 21, 2025, and a principal payment of $967,090 shall be due by April 15, 2025. The remaining principal owed under the Michaelson Note was sold to a third party, and as of the filing of these financial statements, the Company and the third-party had not yet reached an agreement on the repayment terms of the principal. Additionally, the following payments were due to Michaelson: an interest payment of $21,761 shall be due by February 28, 2025, an interest payment of $21,761 shall be due by March 14, 2025, an interest payment of $21,761 shall be due by April 7, 2025, and a payment of $50,000 for fees and expenses shall be due by April 15, 2025. Lastly, a director of the Company agreed to purchase from the Company a $165,000 portion of the principal obligation owed to Michaelson (Note 9 – Notes Payable). *Settlement of March 2023 Agreement* On February 10, 2025 the Company and the consultant effected a settlement agreement and release related to the March 2023 Agreement. As a result, the Company agreed to settle all amounts owed due to the March 2023 Agreement in exchange for a payment of $3,000, the issuance of a promissory note with a principal value of $70,000 and the issuance of 1,500,000 shares of the Company’s common stock. Additionally, the March 2023 Agreement was terminated effective February 10, 2025 (Note 16 – Commitments and Contingencies). *Exchange of Share Rights* On January 16, 2025, the Company issued 9,434,221 shares of common stock due to the exercises of share rights from common stock rights. *Related Party Paid-In Kind Transaction* As of December 31, 2024, the Company owed a related party vendor $120,201 for rental services provided (Note 16 – Commitments and Contingencies). In January 2025, the Company paid down $99,800 of its outstanding balance owed to the related party with a paid-in kind payment of front-load containers. *Financing and Payoff of Collateralized Notes Payable* 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 balance of the Company’s collateralized notes payables, $81,744 was used to repay the entirety of the Company’s finance lease liability, $638,891 of cash was received by the Company, and the remainder was used to pay fees related to the transaction. In exchange, the Company agreed to owe $200,250 per month, payable in weekly installments, beginning on February 6, 2025 and ending on October 6, 2029. The property and equipment that was used as collateral for the repaid collateralized notes payable became collateral for the financing arrangement. *Contingencies* In February 2025, a complaint was filed against the Company, the Company’s operating subsidiaries and Jeffrey Rizzo, the former Chief Operating Officer of the Company (“Rizzo”), in the Supreme Court of the State of New York, Niagara County. The complaint arises out of a sale of future receipts agreement entered into by the plaintiff and the defendants in January 2025 whereby the plaintiff alleges that it agreed to purchase $179,880 of the Company’s future receivables in exchange for a purchase price of $120,000. The Company’s obligations with regard to the agreement were guaranteed by Rizzo. In the complaint, the plaintiff alleges that the Company breached its contract by failing to pay amounts owed to the plaintiff as agreed to in the sale of future receipts agreement, among other breaches. As of December 31, 2024, $179,880 was included within notes payable on the consolidated balance sheet due to this arrangement. In March 2025, an arbitration was commenced against the Company before the American Arbitration Association in Michigan asserting claims arising under a June 27, 2022 agreement that the claimant entered into with Titan Trucking. In the arbitration, the claimant asserts claims against the Company for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. The Company has advised the claimant’s attorney that it does not believe the Company can be forced to arbitrate any dispute with the claimant because the Company was not bound by the terms of the agreement entered into by the claimant and the Company’s subsidiary and the Company never agreed to an arbitration proceeding. As of the filing of these financial statements, it is unclear whether the Company is subject to the demand for arbitration and what the claims are that the plaintiff is pursuing against the Company, and what the basis is for which the plaintiff intends to recover from the Company.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

NOTE 20 – SUBSEQUENT EVENTS

Subsequent events were evaluated through the issuance date of these financial statements. There were no subsequent events other than those described below:

Certification of Series C Preferred Stock and Authorization of Automatic Conversion of Series A and Series B Preferred Stock

On March 6, 2025, the Company filed a Certificate of Designation of the Preferences of Preferred Stock (the “Certificate of Designation”) pursuant to which it authorized the issuance of up to 6.5 million shares of Series C Preferred Stock and created the terms of the Series C Preferred Stock. Additionally, the Board of Directors of the Company also authorized, subject to receipt of all necessary stockholder approvals, the amendments to the Company’s articles of incorporation to provide that all outstanding shares of Series A Preferred Stock shall automatically convert into common stock, and all outstanding shares of Series B Preferred Stock shall automatically convert into common stock or Series C Preferred Stock, concurrently with the listing of the common stock on a national securities exchange.

Each share of Series C Preferred Stock has a stated value of $2.40 and is convertible into a number of shares of Common Stock equal to (x) the stated value of the Series C Preferred Stock being converted plus all accrued but unpaid dividends, divided by (y) $0.05 per share (the “Conversion Price”); provided, however, that holders of Series C Preferred will not be able to convert shares of Series C Preferred Stock and receive shares of Common Stock upon such conversion to the extent that after giving effect to such issuance, the holder and such holder’s affiliates would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the applicable shares of Series C Preferred Stock (the “Beneficial Ownership Limitation”).

Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis disregarding for such purpose any conversion limitations) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. Upon the liquidation or dissolution of the Company, the holders of Series C Preferred Stock will be entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of Common Stock would receive if the Series C Preferred Stock were fully converted (disregarding for such purposes any conversion limitations) to Common Stock, which such amounts following will be paid pari passu with all holders of Common Stock.

Series C Preferred Stock Subscription Agreements

Between March 5, 2025 and March 7, 2025, the Company consummated the transactions contemplated by Subscription Agreements dated February 21, 2025 (the “Subscription Agreements”), pursuant to which the Company offered to certain accredited investors shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), for a purchase price of $2.00 per share. Each of the five purchasers of shares of Series C Preferred Stock is an accredited investor and is a stockholder of and lender to the Company. The purchasers included Frank Celli, a director of the Company. The purchasers subscribed to purchase an aggregate of 500,000 shares of Series C Preferred Stock for an aggregate purchase price of $1,000,000. The proceeds of the offering will be used by the Company for working capital and the payment of outstanding payables.

The Subscription Agreements also grant to the purchasers of shares of Series C Preferred Stock, among other rights, the right to participate in certain subsequent offerings of securities by the Company and the right to exchange their shares of Series C Preferred Stock for the securities issued in certain subsequent offerings of securities by the Company.

Convertible Notes Exchange Agreements

On March 4, 2025, the Company and the holders of $2,036,000 of the 2023 Bridge Notes, the holder of $212,500 of the Celli Bridge Notes, and the holder of $60,000 of the FC Advisory Bridge note signed exchange agreements which amended the maturity date of the notes to May 31, 2025. On March 30, 2025 the Company and the holder of the 2024 Non-Interest Bearing Bridge Note also entered into an assigned exchange agreement which extended the maturity date of the 2024 Non-Interest Bearing Bridge Note to May 31, 2025. Additionally, it was agreed that immediately prior to an underwritten public offering of the company’s common stock on certain public stock exchanges, each of the notes would be exchanged into a number of shares of the Company’s common stock equal to (i) the sum of (a) the aggregate principal of the notes as of February 9, 2025, (b) plus all interest accrued thereon as of February 9, 2025, (ii) multiplied by 1.4, (iii) plus all interest accrued on the Notes from February 9, 2025 through and including the date of the public offering, (iv) divided by the lesser of (a) $0.05 or (b) 100% of the price per share at which the Common Stock is sold in the public offering (Note 10 – Convertible Notes).

Amendment of Michaelson Note

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. Additionally, the Michaelson Note was amended in order to have the following principal payment schedule: a principal payment of $165,000 shall be due by February 21, 2025, and a principal payment of $967,090 shall be due by April 15, 2025. The remaining principal owed under the Michaelson Note was sold to a third party, and as of the filing of these financial statements, the Company and the third-party had not yet reached an agreement on the repayment terms of the principal. Additionally, the following payments were due to Michaelson: an interest payment of $21,761 shall be due by February 28, 2025, an interest payment of $21,761 shall be due by March 14, 2025, an interest payment of $21,761 shall be due by April 7, 2025, and a payment of $50,000 for fees and expenses shall be due by April 15, 2025. Lastly, a director of the Company agreed to purchase from the Company a $165,000 portion of the principal obligation owed to Michaelson (Note 9 – Notes Payable).

Settlement of March 2023 Agreement

On February 10, 2025 the Company and the consultant effected a settlement agreement and release related to the March 2023 Agreement. As a result, the Company agreed to settle all amounts owed due to the March 2023 Agreement in exchange for a payment of $3,000, the issuance of a promissory note with a principal value of $70,000 and the issuance of 1,500,000 shares of the Company’s common stock. Additionally, the March 2023 Agreement was terminated effective February 10, 2025 (Note 16 – Commitments and Contingencies).

Exchange of Share Rights

On January 16, 2025, the Company issued 9,434,221 shares of common stock due to the exercises of share rights from common stock rights.

Related Party Paid-In Kind Transaction

As of December 31, 2024, the Company owed a related party vendor $120,201 for rental services provided (Note 16 – Commitments and Contingencies). In January 2025, the Company paid down $99,800 of its outstanding balance owed to the related party with a paid-in kind payment of front-load containers.

Financing and Payoff of Collateralized Notes Payable

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 balance of the Company’s collateralized notes payables, $81,744 was used to repay the entirety of the Company’s finance lease liability, $638,891 of cash was received by the Company, and the remainder was used to pay fees related to the transaction. In exchange, the Company agreed to owe $200,250 per month, payable in weekly installments, beginning on February 6, 2025 and ending on October 6, 2029. The property and equipment that was used as collateral for the repaid collateralized notes payable became collateral for the financing arrangement.

Contingencies

In February 2025, a complaint was filed against the Company, the Company’s operating subsidiaries and Jeffrey Rizzo, the former Chief Operating Officer of the Company (“Rizzo”), in the Supreme Court of the State of New York, Niagara County. The complaint arises out of a sale of future receipts agreement entered into by the plaintiff and the defendants in January 2025 whereby the plaintiff alleges that it agreed to purchase $179,880 of the Company’s future receivables in exchange for a purchase price of $120,000. The Company’s obligations with regard to the agreement were guaranteed by Rizzo. In the complaint, the plaintiff alleges that the Company breached its contract by failing to pay amounts owed to the plaintiff as agreed to in the sale of future receipts agreement, among other breaches. As of December 31, 2024, $179,880 was included within notes payable on the consolidated balance sheet due to this arrangement.

In March 2025, an arbitration was commenced against the Company before the American Arbitration Association in Michigan asserting claims arising under a June 27, 2022 agreement that the claimant entered into with Titan Trucking. In the arbitration, the claimant asserts claims against the Company for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. The Company has advised the claimant’s attorney that it does not believe the Company can be forced to arbitrate any dispute with the claimant because the Company was not bound by the terms of the agreement entered into by the claimant and the Company’s subsidiary and the Company never agreed to an arbitration proceeding. As of the filing of these financial statements, it is unclear whether the Company is subject to the demand for arbitration and what the claims are that the plaintiff is pursuing against the Company, and what the basis is for which the plaintiff intends to recover from the Company.