Holders of our Common Stock

As of March 24, 2022,30, 2023, there were approximately 88100 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form. The stock transfer agent for our securities is Equity Stock Transfer.

Dividends

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

Unregistered Sales of Equity Securities

On January 19, 2021, the Company entered into a 12% Convertible Promissory Note with GS Capital Partners, LLC (the “GS Note”) in the principal amount of $125,000. The GS Note has a maturity date of one-year from issuance and is to be repaid commencing on the fifth month anniversary and every month thereafter in the amount of $20,000. The conversion price of the GS Note is 66% of the lowest closing stock price over the previous 20 trading days. In accordance with the terms of the GS Note, the Company issued 3,250 shares of common stock as a commitment fee and issued 21,250 shares of common stock that are returnable upon repayment of the GS Note in accordance with its terms. These securities were issued as a private offering and sale pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that GS Capital Partners, LLC was sophisticated in business and investment matters. This note was paid off in 2021 and the 21,250 shares were returned to the Company and cancelled.

On January 22, 2021, the Company issued 536,528 shares of common stock to the owners of Rohuma, LLC, a Delaware limited liability company (“Rohuma”), pursuant to a Share Exchange Agreement between the Company, Rohuma and the owners of Rohuma. Under the Share Exchange Agreement, the 10 Rohuma owners transferred to the Company all of their respective membership interests in Rohuma in exchange for the stock issued by the Company. Each of these sales of securities to the three purchasers located in the United States was consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. These United States based grantees are sophisticated in business and investment matters. To the extent United States securities laws were deemed to apply to the issuance of such shares to the owners in India, each of these sales of securities was also consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended, and all of such owners are sophisticated in business and investment matters.

On February 12, 2021, the Company entered into a 10% Convertible Promissory Note with Platinum Point Capital, LLC (the “Platinum Note”) in the principal amount of $400,000. The Platinum Note has a maturity date of one-year from issuance. The Platinum Note is convertible into common stock at a conversion price of greater of (a) $0.08 or (b) 70% of the lowest traded stock price over the previous 15 trading days. The Company granted 25,000 warrants to purchase shares of common stock that have a term of three-years and an exercise price of $16.00 per share with the Platinum Note. These securities were issued as a private offering and sale pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that Platinum Point Capital, LLC was sophisticated in business and investment matters. This note was repaid/converted into shares of common stock in 2021.

On February 16, 2021, the Company sold 71,250 shares of its common stock to six persons for cash at a price of $6.40 per share. The individuals also received 35,625 warrants that have a term of three years at an exercise price of $16.00 per share. These sales of securities were consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that all of these purchasers were sophisticated in business and investment matters.

On February 17, 2021, the Company issued warrants (the “Mimo Warrants”) to purchase 170,942 shares of the Company’s common stock over a period of 5 years, at an exercise price of $0.008 per share, subject to certain conditions. The Warrants were issued pursuant to a Share Exchange Agreement with Mimo Technologies Private Ltd., an Indian corporation (“Mimo”) and its shareholders whereby two of the Mimo shareholders received the Warrants in exchange for all of their respective shares in Mimo and the other Mimo shareholder received cash. Both of the recipients of these warrants are residents of India. To the extent United States securities laws were deemed to apply to the issuance of such warrants, each of these sales of securities was consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended, as both of such recipients are sophisticated in business and investment matters.

On February 23, 2021, the Company entered into a services agreement with another company with a portion of the compensation consisting of the issuance of 4,688 shares of common stock valued at $11.20 per share. This issuance of securities was consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that this other company was sophisticated in business and investment matters.

On March 5, 2021,December 30, 2022, the Company exchanged outstanding debt securities of the Company with unpaid principal and interest in the amount of $224,687$5,786,474 for 33,04213,002,729 shares of its common stock and 220,135 shares of its Series B Preferred stock. These transactions were with a director ofEvergreen Capital Management, LLC (“Evergreen”), the CompanyCompany’s Chief Executive Officer, and three other individuals who are related to the Company’s chief executive officer.Chief Executive Officer. These sales of securities were consummated pursuant to the exemption from registration in Section 3(a)(9) of the Securities Act of 1933, as amended, because it was exclusively with existing security holders of the Company and no commission or other remuneration was given or paid, directly or indirectly, for soliciting such exchange. The sales were also exempt under Section 4(a)(2) of the Securities Act of 1933, as amended, as all of thesethe purchasers were sophisticated in business and investment matters.

On March

Between October 1, 2021, the Company entered2022 and December 31, 2022, 394,219 options were exercised into consulting agreements with three individuals with a portion394,219 shares of the compensation consisting of the issuance of 7,688 shares ofCompany’s common stock valued at $9.20 per share at the commencement of the agreements.for $0.0001. These sales of securities were consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that these consultantsall of the purchasers were sophisticated in business and investment matters.

On March 8, 2021,December 1, 2022, the Company entered into a consulting agreement with another individual with a portion of the compensation consisting of the issuance of 3,125issued 168,750 shares of its common stock valued at $6.40 per share at the commencement of the agreement and issuance of a three-year warrantin exchange for 12,500 warrants with a strike price of $16.00 per share that vests March 7, 2022.vested restricted stock awards. These sales of securities were consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that this consultant wasall of the purchasers were sophisticated in business and investment matters.

OnBetween April 5, 20211, 2022 and June 30, 2022, the Company granted options for 31,250 shares of common stock under the Company’s stock option plan to Richard Berman, one of the Company’s directors, at an option price of $0.044 without registration under the Securities Act. The options vest over three years. This sale of securities was consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Berman is sophisticated in business and investment matters.

On April 29, 2021, the Company sold 4,375issued 179,506 shares of its common stock to a single individualin exchange for cash at a price of $8.80 per share. This salewarrants. These sales of securities waswere consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company determined that this purchaser wasall of the purchasers were sophisticated in business and investment matters.

On June 15, 2021,Between October 1, 2022 and December 31, 2022, the Company issued (1) its 2021 Promissory Note (the “Note”) to Greg Rankich, a director of the Company, in connection with a $400,000 loan to the Company from Mr. Rankich, and (2) 37,50043,803 shares of its Common Stock, par value $0.0001 per share, to Mr. Rankich, whichcommon stock in exchange for warrants. These sales of securities were valued at $8.00 per share.. In addition, Mr. Rankich grantedconsummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company an optiondetermined that all of the purchasers were sophisticated in business and investment matters.

Through December 31, 2022, the Company issued 223,309 shares of its common stock in exchange for warrants. These sales of securities were consummated pursuant to redeem up to 18,750the exemption from registration in Section 4(a)(2) of such shares (as adjusted for stock splits, stock dividends or similar events)the Securities Act of 1933, as amended. The Company determined that all of the purchasers were sophisticated in business and investment matters.

On July 5, 2022, the Company entered into a 11% OID Senior Secured Promissory Note with GS Capital Partners LLC (the “GS Capital”) in the amount of $144,000 (includes $14,000 of Original Issue Discount). The GS Capital note has a maturity of twelve months and accrues interest at a total costrate of $1.00 if the Note12% per year. The conversion price is repaid in full (including accrued and unpaid interest) on or priorequal to its maturity date (without extension). The Note, which does not bear interest, matures and payment86% of the principal sum is required on or before 180 days after the datelowest trading price of the Note, subject to certain eventsCompany’s common stock for the 12 Trading Days immediately preceding the delivery of default that could result in accelerationa notice of conversion. In accordance with the terms of the maturity. The Note may be prepaid bynote, the Company in whole or in part at any time prior to the maturity date without penalty or premium.issued 3,000 shares of common stock as a commitment fee. These securities were issued as a private offering and sale pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Rankich is a director of theThe Company anddetermined that GS Capital Partners, LLC was the only recipient of securities in this transaction. Rankich represented in connection with the transaction that he has such knowledge and experiencesophisticated in business and financial matters as to be capable of evaluating the merits and risks of the investment in the securities, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. Resale of the securities is restricted, and a legend was applied to the share certificates prohibiting sale or transfer without an effective registration statement or an applicable exemption from registration.matters.

On September 17, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which Evergreen Capital Management, LLC (the “Purchaser”) agreed to purchase at a discount for an aggregate subscription price of $1,200,000 an aggregate of $1,440,000 in principal amount of promissory notes (“Notes”) and Common Stock Purchase Warrants (“Warrants”) for a total of 124,138 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in three (3) tranches. Pursuant to the Purchase Agreement, (1) the first tranche of $600,000 in subscription amount of Notes (to purchase an aggregate of $720,000 in principal amount of Notes) and Warrants to purchase an aggregate of 62,069 shares of Common Stock was closed upon execution of the Purchase Agreement, (2) the second tranche of $400,000 in subscription amount of Notes (to purchase an aggregate of $480,000 in principal amount of Notes) and Warrants to purchase an aggregate of 41,379 shares of Common Stock will occur within three business days after the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) for the sale of Common Stock that will be listed on a national securities exchange, and (3) the third tranche of $200,000 in subscription amount of Notes (to purchase an aggregate of $240,000 in principal amount of Notes) and Warrants to purchase an aggregate of 20,690 shares of Common Stock will occur, at the option of the Purchaser, which the Purchaser may exercise in its sole discretion, three business days after the receipt by the Company and delivery to the Purchaser of the first comment letter of the Staff of the Securities and Exchange Commission (the “Commission”) relating to the Registration Statement or a letter from the Staff of the Commission to the effect that the Registration Statement will not be reviewed by the Staff of the Commission. In connection with the transactions under the Purchase Agreement, the Company entered into an amendment to its existing Engagement Letter with ThinkEquity, LLC (the “Placement Agent”) pursuant to which the Company agreed to issue to the Placement Agent warrants to purchase Common Stock equal to 8% of the shares of Common Stock issued or underlying the Warrants issued under the Purchase Agreement. These warrants (the “Placement Agent Warrants”) are to have the same terms and conditions, including exercise price and registration rights, as the Warrants issued pursuant to the Purchase Agreement. Each Note, each Warrant, each Placement Agent Warrant and any shares of Common Stock issuable upon conversion of a Note or exercise of a Warrant or Placement Agent Warrant was or will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. The Purchaser and the Placement Agent have each represented that it is an “accredited investor,” as defined in Regulation D, and has acquired and will be acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Resale of the securities is restricted, and a legend appears on the Notes, the Warrants and the Placement Agent Warrants prohibiting sale or transfer without an effective registration statement or an applicable exemption from registration. Accordingly, sale of the Notes, the Warrants and the Placement Agent Warrants and the issuance of shares of Common Stock upon conversion of the Notes or exercise of the Warrants and the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended.

Item 6. Selected Financial Data.

As a smaller reporting company, the Company is not required to file selected financial data.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of TraQiQ, Inc.

Overview

TraQiQThe Company currently markets an aerobic digestion technology solution for the disposal of food waste at the point of generation. Its line of Revolution Series Digesters has been described as self-contained, robotic digestive systems that we believe are as easy to install as a standard dishwasher with no special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximately the size of a residential washing machine. The digesters utilize a biological process to convert food waste into a liquid that we believe is safe to discharge down an ordinary drain. This process can result in a substantial reduction in costs for customers including cruise lines, restaurants, retail stores, hospitals, hotel/hospitality companies and governmental units by eliminating the transportation and logistics costs associated with food waste disposal. The Company also expects the process reduce the greenhouse gases associated with food-waste transportation and decomposition in landfills that have been linked to climate change. The Company offers its Revolution Series Digesters in several sizes targeting small- to mid-sized food waste generation sites that are often more economical than traditional disposal methods. The Revolution Series Digesters are manufactured and assembled in the United States.

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

The Company was incorporated in the State of California on September 9, 2009 as Thunderclap Entertainment, Inc. On July 14, 2017, Thunderclap Entertainment, Inc. changed its name to TraQiQ, Inc.

On July 19, 2017,March 18, 2022, the Financial Industry Regulatory Authority, approved a reverse 1-for-8 stock split of the Company’s common stock (the “Reverse Split”). The Reverse Split was effective on March 21, 2022. The common stock and common stock equivalents and the per-share amounts have been retroactively restated in accordance with ASC 855-10-25 and the loss per share figures have been retroactively restated in accordance with ASC 260-10-55-12.

On December 30, 2022, the Company entered into a Share Exchange Agreementan Assignment of Stock (the “MTP Agreement”) with the stockholders of OmniM2M, Inc.Mimo Technologies Private Ltd. (“OmniM2M”MTP”) and TraQiQ Solutions, Inc. dba Ci2i Services, Inc. (formerly Ci2i Services, Inc. – amended November 6, 2019)Lathika Regunathan (“Ci2i”LR”) whereby, pursuant to which the stockholders of OmniM2MCompany sold, assigned and Ci2i agreedtransferred to exchangeLR, and LR purchased from the Company, all of their respective shares, representing 100% ownershipthe Company’s equity interests in OmniM2M and Ci2iMTP in exchange for 1,500,000nominal consideration of $1.00.

On December 30, 2022, the Company entered into an Assignment of Stock (the “TSP Agreement”) with TraQiQ Solutions Private Ltd. (“TSP”) and LR, pursuant to which the Company sold, assigned and transferred to LR and LR purchased from the Company, all of the Company’s equity interests in TSP in exchange for nominal consideration of $1.00.

On December 30, 2022, the Company entered into an Assignment of Units (the “Rohuma Agreement”, and, together with the MTP Agreement and the TSP Agreement, the “Disposition Agreements”) with Rohuma LLC (“Rohuma”) and Happy Kompany LLC (“Happy”) pursuant to which the Company sold, assigned and transferred to Happy, and Happy purchased from the Company, all of the Company’s equity interests in Rohuma, in exchange for nominal consideration of $1.00. Pursuant to the Rohuma Agreement, the Company assumed the liabilities of Rohuma with respect to two loans with Paypal/Loanbuilder in an aggregate principal amount of $155,053 plus any accumulated interest and fees.

On January 5, 2023, the Company, consummated the transactions contemplated by the Purchase Agreement among TraQiQ Environmental, Inc. (“REI”) and BioHiTech America, LLC (“BHT” and, together with REI, the “Renovare Sellers”) and the Company, pursuant to which the Renovare Sellers sold and assigned to the Company, and the Company purchased and assumed from the Renovare Sellers, (a) certain assets related to the business of (i) offering aerobic digestion technology solutions for the disposal of food waste at the point of generation and (ii) data analytics with respect to food waste (collectively, the “Digester Business”) and (b) certain specified liabilities of the Renovare Sellers, including, but not limited to, indebtedness in an amount equal to $3,017,090 (the “Michaelson Debt”) owed to Michaelson Capital Special Finance Fund II, L.P. (“Michaelson”).

In exchange for the assets of the Digester Business, the Company (a) paid the Renovare Sellers an amount equal to $150,000 and (b) issued to REI (i) 1,250,000 shares of the Company’s Series B Preferred Stock, par value $0.0001 (the “Series B Preferred Stock”), and (ii) 15,686,926 shares of the Company’s common stock, respectively.par value $0.0001 (the “Common Stock”), a portion of which is being held in escrow. The OmniM2M ShareholdersPurchase Agreement contained standard representations and the Ci2i Shareholders were issued their respective 1,500,000 shares on a pro rata basis based on their respective holdings in OmniM2M and Ci2i in the Share Exchange Agreement. The Share Exchange was accounted for as a reverse merger whereas Ci2i is considered the accounting acquirer and TraQiQ, Inc. is considered the accounting acquiree. Accordingly, the consolidated financial statements included the accounts of Ci2i for all periods presented and the accounts of TraQiQ, Inc. and OmniM2M, which was acquiredwarranties by the Company on July 19, 2017 sinceand the date of acquisition. For accounting purposes,Renovare Sellers which, except for fundamental representations, remain in effect for twelve months following the acquisition of OmniM2M is recorded at historical cost in accordance with Accounting Standard Codification (“ASC”) 805-50-25-2 as this is considered an acquisition of entities under common control as the managementclosing date. 1,568,693 shares of the Company and OmniM2M control the activitiesCommon Stock portion of the respective companies. Prior toclosing consideration were placed into escrow, the merger with Ci2i and acquisitionrelease of OmniM2M, the Company was considered a shell company under Rule 12b-2 of Exchange Act. On December 1, 2017, the Company entered into a Share Purchase Agreement with Ajay Sikka (“Sikka”), the sole shareholder of Transport IQ, Inc. whereby Sikka sold all of the shares in TransportIQ, Inc. (“TransportIQ”) in exchange for $18,109, in the form of cancellation of all of the debt of TransportIQ that was owed to the Company. The transaction became effective upon the execution of the agreement by Sikka and the Company; and Transport IQ, Inc, is now a wholly-owned subsidiary of the Company. Because TransportIQ was commonly controlled and owned, the transaction was recorded at the historical carrying value of TransportIQ’s assets and liabilities.

Ci2i is a services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions. Ci2i’s primary focus has been in the analytics and intelligence segments. The Company is investing significantly in building products in the area of supply chain and last mile delivery.

On May 16, 2019, the Company entered into a Share Exchange Agreement with TRAQIQ Solutions Private Limited (TraQ Pvt Ltd), formerly known as Mann-India Technologies Pvt Ltd. Pursuant to the agreement, the Company acquired 100% of the shares of TRAQ Pvt Ltd. and assumed certain net liabilities in exchange for warrants exercisable over five-years to purchase up to 166,159 shares of common stock of the Company valued at $268 at an exercise price of $0.0008. The warrants are exercisable as follows: (i) 12,596 warrants immediately upon closing; (ii) 107,494 warrants exercisable one-year after the date of closing; and (iii) 46,069 warrants exercisable two-years after the date of closing. This transaction is being recorded as a business combination under ASC 805.

The warrants that are exercisable in one-year and two-years were conditioned upon TRAQ Pvt Ltd. achieving certain revenue figures and pre-tax profit percentages. For the warrants to become exercisable, TRAQ Pvt Ltd. was required to achieve target revenue of $1.1 million and pre-tax profit of 25% in 2019 and 2020, respectively, with the amount of such warrants becoming exercisable reduced proportionally to the extent TRAQ Pvt Ltd. failed to achieve these targets. A total of 52,391 of these warrants were cancelled effective May 16, 2021 as a result of these criteria not being achieved. There were 56,400 of these warrants exercised during 2021 and 57,368 warrants remain outstanding as of December 31, 2021.

Effective December 31, 2020, Ci2i acquired the net assets of OmniM2M and TransportIQ, and then dissolved those entities in January 2021. The value of those transactions were for the assumed liabilities of Omni and TransportIQ, and no cash was exchanged.

On January 22, 2021, the Company entered into a Share Exchange Agreement with Rohuma, LLC, a Delaware limited liability company (“Rohuma”) and its members, whereby the Rohuma members agreed to exchange all of their respective membership interests in Rohuma in exchange for up to 536,528 shares of common stock, of which the first tranche of 320,285 shares was issued upon closing on March 1, 2021, with the remaining value reflected as contingent consideration until the shares vest at which time they will be issued. Issuance of the remaining shares is contingent upon Rohuma achieving certain revenue targets for the calendar years 2021 and 2022. The Company is making final determination on the revenue targets to ascertain that the second tranche of shares should be issued.

The transaction was valued at $3,433,776 ($6.40 per share). Rohuma has an Indian affiliate that is owned 99% by Rohuma and 1% by its founding member. Rohuma controls this entity and the 1% ownership by the member is now less than 1% upon acquisition by the Company. This amount is reflected as a non-controlling interest.

Rohuma dba Kringle.ai is a California based software solutions company that enables digital and mobile commerce by providing enterprise class applications that cover loyalty and rewards products, payments, online ordering, distribution logistics for retail and more. Kringle analyzes customers’ omni-channel behaviors and transactions. Using AI for digital commerce, Kringle is able to deliver real time, automated 1:1 recommendations and personalized content across all customer touch points.

On February 17, 2021, the Company entered into a Share Exchange Agreement with Mimo Technologies Private Ltd., an Indian corporation (“Mimo”), and its shareholders, whereby the Mimo shareholders exchanged all of their respective shares in Mimo for warrants to purchase up to 170,942 sharesmutual agreement of the Company’s common stock. Of these warrants, 102,565parties or January 4, 2024 or if a claim is pending, a final non-appealable order of any court of competent jurisdiction. Additional agreements ancillary to the asset acquisition were earned atalso executed, including but not limited to a bill of sale, assignment and assumption agreement, an escrow agreement and a domain name assignment agreement. The Renovare Sellers also agreed that, for a period of five years from closing date, the date of acquisition,Sellers would not engage in a business that competes with the remaining 68,377 warrants to be earned during the remainder of 2021 and 2022 subject to Mimo meeting certain revenue goals for 2021 and 2022. The Company is making final determination on the revenue targets to ascertain that the second tranche of warrants should be vested. The warrants have a term of three years and an exercise price of $0.008 and value in the amount of $1,640,447, of which $984,268 is reflected in additional paid in capital, with the remaining $656,179 reflected as contingent consideration. In addition to the issuance of the warrants, TRAQ Pvt Ltd, wrote off $258,736 in amounts due from a note receivable, $123,778 in accounts receivable and $40,354 in a debenture from Mimo. In addition, the Company made a cash payment to one of the minority shareholders of Mimo in the amount of $22,338. The Company acquired over 99% of Mimo with the remaining percentage of less than 1% reflected as a non-controlling interest.Digester Business.

Mimo provides delivery and task worker solutions across India. Mimo works with Banking, Financial, Logistics and Distribution companies, to take their products and services to semi-urban and rural India. Mimo trains the agents in each Product or Service through an online and classroom training platform.

Going Concern

The Company has an accumulated deficit of $17,522,786 and a working capital deficit of $1,616,199 as of December 31, 2022, compared to an accumulated deficit of $8,953,768 and a working capital deficit of $9,844,269 as of December 31, 2021, compared to a working capital deficit of $3,168,246 as of December 31, 2020.2021. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

Our consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity or debt financing to continue operations, successfully locating and negotiating with other business entities for potential acquisition and /or acquiring new clients to generate revenues. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. During the year ended December 31, 2022, the Company converted $5.0 million of debt into shares of common and Series B Preferred Stock. Additionally, in the first quarter of 2023, the Company completed an acquisition of Renovare. Overall, management is focused on effectively positioning the Company for a positive increase in cash flows. The Company will continue to closely monitor the cash flows of the Company.

In order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms, if at all.

There is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

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

Consolidation

The consolidated financial statements include the accounts of TraQiQ, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company applies the guidance of Topic 810 Consolidation of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) to determine whether and how to consolidate another entity. Pursuant to ASC paragraph 810-10-15-10, all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—are consolidated except when control does not rest with the parent.

Pursuant to ASC paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree.

Noncontrolling Interests

In accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated Financial Statements, the Company classifies noncontrolling interestshas deconsolidated the subsidiaries of MTP, Rohuma and TSP as a componentresult of equity withinthe nonreciprocal transfer (spinoff). The Company has recognized the loss on the spinoff in net loss on the consolidated balance sheet. In January 2021, the acquisitionstatements of Rohuma resulted in a less than 1% non-controlling interest of the Indian affiliate of that company. In February 2021, the acquisition of Mimo resulted in a less than 1% non-controlling interest of that company.operations

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates.

Capitalized Software Costs

In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred. As of December 31, 2022, there were no capitalized software costs.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue.

Professional Service Revenue

TRAQ Pvt Ltd. generally derivesderived a large part of its revenues from professional and support services, which includesincluded revenue generated from software development projects and associated fees for consulting, implementation, training, and project management provided to customers using their systems. Revenue from arrangements with customers iswas recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations arewere identified, the Company allocatesallocated the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includesincluded providing customization of software and the selling of licenses, where the Company typically satisfiessatisfied its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for consulting and technical support iswas delivered on as the work iswas being performed, which iswas satisfied prior to invoicing. The Company generally collectscollected payment within 30 to 60 days of completion of the performance obligation and there arewere no agency relationships.

Software development arrangements involving significant customization, modification or production arewere accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of- completion method. The Company recognizesrecognized revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and appliesapplied the percentage to the total arrangement fee.

Unbilled revenue representsrepresented earnings in excess of billings as at the end of the reporting period. Sales taxes collected from customers and remitted to governmental authorities arewere accounted for on a net basis and therefore arewere excluded from revenues in the statements of operations.

TRAQ Pvt Ltd. has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs arewere subsequently recognized ratably over the period in which the related services arewere performed. Further, the deferred costs arewere limited to the amount of the deferred revenues. As of December 31, 2022, there was no deferred revenue.

TRAQ Pvt Ltd. has now started offering an integrated solution for supply chain and last mile. This product called “TraQSuite” is now offered in multiple markets as a cloud-based subscription offering. This is a significant improvement from the earlier professional services business.

Software Solution Revenue

Revenue from arrangements with customers iswas recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocatesallocated the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizesrecognized revenue related to each performance obligation at the points in time that each performance obligation iswas satisfied. The Company’s performance obligation includesincluded providing connectivity to software, generally through a monthly subscription, where the Company typically satisfiessatisfied its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for hardware components that arewere purchased by the customer in connection with the solution iswas delivery of the purchased device, which iswas satisfied prior to invoicing. The Company providesprovided a twelve-month warranty on their hardware. All units deployed by the Company arewere past the twelve-month period, thus the Company hasdid not accruedaccrue for a warranty liability. The Company generally collectscollected payment within 30 to 60 days of completion of the performance obligation and there arewere no agency relationships.

Revenue From Sales of Goods

Revenue from arrangements with customers iswas recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. The performance obligations arewere satisfied upon shipment of the merchandise being sold.

Costs of Services Provided

Costs of services provided consistconsisted of data processing costs, customer support costs including personnel costs to maintain the Company’s proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense iswas not included in costs of services provided.

Foreign Currency Transactions

The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries other than the Indian subsidiaries whose functional currency is the Indian Rupee. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss).

Uncertain Tax Positions

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates the Company’s tax positions on an annual basis.

The Company files income tax returns in the U.S. federal tax jurisdiction and various state and foreign tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Foreign income tax returns are subject to examination by foreign taxing authorities.

Fair Value of Financial Instruments

ASC 825, “Financial Instruments,” requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses, stockholder advances, and short-term financing approximate fair value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments.

Earnings (Loss) Per Share of Common Stock

Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. An uncertain number of shares underlying convertible debt have been excluded from the computation of loss per share because their impact was anti-dilutive.

Related Party Transactions

Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.

Lease Obligations

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, less current portion in the Company’s consolidated balance sheets.

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 arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. There is no lease obligation as of December 31, 2022.

Results of Operations and Financial Condition for the Year Ended December 31, 20212022 as Compared to the Year Ended December 31, 20202021

Revenues

For the year ended December 31, 2022 compared to December 31, 2021, the Company’s revenues increased by $1,582, or 100%, from $0 in 2021 to $1,582 in 2022. As a result of operations being discontinued, a majority of revenue has been reclassified to discontinued operations, leaving a small amount or revenue remaining on the statements of operations relating to continuing operations.

Cost of Revenues

For the year ended December 31, 20212022 compared to December 31, 2020, the Company’s revenues increased by $1,702,351, or 169%, from $1,009,949 in 2020 to $2,712,300 in 2021. The increase is the result of the acquisitions of Rohuma and Mimo as well as improvement in revenues as TRAQ Pvt Ltd. has started to emerge from the effects of COVID which contributed higher revenue and the addition of new customers in TRAQ Solutions, Inc.

Cost of Sales

For the year ended December 31, 2021, compared to December 31, 2020, the Company’s cost of revenues increased by $1,657,201,$54,209, or 303%100%, from $546,569$0 in 20202021 to $2,203,770$54,209 in 2021. The increase is the2022. As a result of operations being discontinued, a majority of cost of revenues has been reclassified to discontinued operations, leaving a small amount of revenue remaining on the acquisitionsstatements of Rohuma and Mimo as well as added direct labor for TRAQ Pvt Ltd, and dueoperations relating to the costs related to our sale of goods of approximately $938,000 in 2021. The Company experienced lower gross profitability in these new engagements, as they ramped up personnel post-COVID.continuing operations.

Operating Expenses

For the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s salary and salary relatedsalary-related costs increaseddecreased by $1,447,153,$1,086,226, or 509%85%, from $284,258 in 2020 to $1,731,411$1,279,860 in 2021 due to $193,634 in 2022. The decrease is the acquisitionsresult of scaling down operations in 2022, and inevitably the dispositions of Rohuma, TSP and Mimo as well as increases to management salaries including its CEO.during the year ended December 31, 2022.

During the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s professional fees increaseddecreased by $613,402,$335,680, or 305%48%, from $201,430$694,787 in 20202021 to $814,832$359,107 in 2021.2022. Our professional fees increased in 2021 compared to 2020decreased due to the acquisitions of Rohuma and Mimo as well as fees related to the acquisitions of those companies in 2021, and due to public offering expenses and the preparation of the annual report.in 2021.

For the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s rent expense slightly decreased by $69,758,$50, or 68%2%, from $101,845 in 2020 to $32,087$2,184 in 2021 due to TRAQ Pvt Ltd. renegotiating their leases$2,134 in 2022.

For the years ended December 2020, reducing their space due to COVID.31, 2022 and 2021, the Company’s depreciation and amortization expense was $33,240.

For the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s depreciationgeneral and amortization expense increased $30,220,administrative expenses decreased by $1,706,278, or 63%69%, from $47,988$2,458,206 in 20202021 to $78,208$751,928 in 2021. The increase was2022 primarily due to the result of the depreciationcutbacks in travel and amortization expense on the fixed and intangible assets acquired in the Rohuma and Mimo acquisitions.stock based compensation expenses.

Interest Expense, net of interest income

For the year ended December 31, 20212022 compared to December 31, 2020, the Company’s general and administrative expenses increased by $2,621,799, or 1434%, from $182,827 in 2020 to $2,804,626 in 2021, primarily due to the acquisitions of Rohuma and Mimo as well as expenses related to stock-based compensation of $2,433,150.

Interest Expense

For the year ended December 31, 2021 compared to December 31, 2020, the Company’s interest expense increased by $997,576,$639,483, or 304%50%, from $328,380$1,266,777 in 20202021 to $1,325,956$1,906,260 in 20212022 due to higher levels of debt in 2021.2022.

Derivative Liabilities

For the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s change in the fair value of the derivative liability and derivative expense increaseddecreased by $1,077,387,$221,797, from $0 in 2020 to $1,077,387 in 2021 to $855,590 in 2022 due to the convertible promissory notes and related warrants being classified as derivative liabilities and the changes in the share price over the year ended December 31, 2022 compared to the year ended December 31, 2021. In addition the Company recognized a gain on extinguishment of derivative liabilities of $0 in 2022 versus $1,089,675 in 2021 versus $0 in 2020.2021.

Forgiveness of Debt and Other Income

For the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s forgiveness of debt and other income decreasedincreased by $65,294$1,742,606 or 86%17,301%, from $76,248 in 2020 to $10,954$10,072 in 2021 to $1,752,678 in 2022 due to the forgiveness of payables in TRAQ Pvt Ltd in 2020 and due to PPP loan forgivenessaccrued interest on notes payable upon conversion of $24,640 in 2020. In addition, the Company recognized a loss on the settlement of debt of $108,411 in 2021 and $0 in 2020, respectively.debt.

Net Loss from discontinued operations

For the year ended December 31, 20212022 compared to December 31, 2020,2021, the Company’s loss from discontinued operations, after taxes increased by $6,137,455, from $632,258 in 2021 to $6,769,713 in 2022 primarily due to the loss from disposal of subsidiaries of $5,804,121.

Net Loss

For the year ended December 31, 2022 compared to December 31, 2021, the Company’s net loss increased by $5,845,454,$2,718,193, from $(607,909)$6,453,363 in 20202021 to $(6,453,363)$9,171,556 in 20212022 due to the changes noted herein.

Liquidity and Capital Resources

Working Capital

As of December 31, 2022, current assets were $66,460 and current liabilities outstanding were $1,682,659, which resulted in a working capital deficit of $1,616,199. As of December 31, 2021, current assets were $980,747 and current liabilities outstanding amounted towere $10,825,016, which resulted in a working capital deficit of $9,844,269. As

We believe that our available cash balance as of the date of this filing will not be sufficient to fund our anticipated level of operations for at least the next 12 months. Management believes that our ability to continue our operations depends on our ability to sustain and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish our strategic objectives. Management believes that we will continue to incur losses for the immediate future. For the year ended December 31, 2020,2022, we incurred negative cash flow from operations. We expect to finance our cash needs from the results of operations and, depending on results of operations, we may need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities, if ever.

On or prior to March 31, 2024, we have obligations relating to the payment of indebtedness on term loans and notes payable of $3,652,890 and $1,350,037, respectively. We anticipate meeting our cash obligations on our indebtedness that is payable on or prior to March 31, 2024 from the results of operations and, depending on results of operations, we will likely need additional equity or debt financing.

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, the number of and cash requirements of other acquisition candidates that we pursue, and the costs of our operations. Our management has taken several actions to ensure that we will have sufficient liquidity to meet our obligations through March 31, 2024, including the sale of certain of our businesses. We also are evaluating other measures to further improve our liquidity, including, the sale of equity or debt securities and entering into joint ventures with third parties. Lastly, we may elect to reduce certain related-party and third-party debt by converting such debt into preferred or common shares. Our management believes that these actions will enable us to meet our liquidity requirements through March 31, 2024. There is no assurance that we will be successful in any capital-raising efforts that we may undertake to fund operations during 2023.

We plan to generate positive cash flow from our operation; however, to execute our business plan, service our existing indebtedness and implement our business strategy, we will need to obtain additional financing from time to time and may choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current assets were $784,914stockholders’ ownership in us and current liabilities outstanding amounted to $3,953,160 which resultedcould also result in a workingdecrease in the market price of our common stock. The terms of any securities issued by us in future capital deficittransactions may be more favorable to new investors and may include the issuance of $3,168,246.warrants or other derivative securities, which may have a further dilutive effect. We also may be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any debt financing, if available, may subject us to restrictive covenants and significant interest costs. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.

Sources and Uses of Cash 

Net cash used in operating activities was $3,163,103$1,464,960 for the year ended December 31, 20212022 compared to $187,164$3,163,103 in 2020.2021. Cash used in operating activities for 20212022 and 20202021 was primarily related to the loss in operations offset by a loss on the disposal of subsidiaries, increases and decreases in accounts payable and accrued expenses and the changes in accounts receivable due to the lack of adequate cash flow of the Company as well as non-cash charges related to stock basedstock-based compensation, the change in the fair value of the derivative liabilities, gains and losses on extinguishment and settlement of debt and the amortization of discounts related to our debt instruments.

Net cash (used in) provided by (used in) investing activities was $20,941$(33,257) for the year ended December 31, 20212022 compared to ($231,586)$20,941 in the year ended December 31, 2020.2021. Cash provided by (used in) investing activities for 20212022 and 2020,2021, related to the advance in the form of a note receivable in the amount of $227,877 and $3,417 in fixed asset additions in 20202022 compared to cash paid for acquisitions of $21,825 and cash received in acquisitions of companies of $48,789 as well as acquisitions of fixed assets of $6,023 in 2021.

Net cash provided by financing activities for the year ended December 31, 2022 consisted of proceeds from the issuance of notes of $1,667,975. The Company repaid $388,945 in notes payable during the year ended December 31, 2022. Net cash provided by financing activities for the year ended December 31, 2021 consisted of proceeds from the issuance of common stock and warrants of $494,545 and convertible notes of $1,715,000, along with proceeds received from related party notes of $2,986,125 and $50,331 in proceeds from issuance of long-term debt. The Company repaid $1,292,397 in related party notes, $515,615 in convertible notes and $214,242 in long-term debt during the year ended December 31, 2021. During

Outstanding Indebtedness

On January 5, 2023, the year endedCompany entered into a 11% OID Senior Secured Promissory Note with Evergreen Capital Management, LLC (“Evergreen”) in the amount of $480,000 (includes $80,000 of Original Issue Discount). Evergreen has a maturity of twelve months to December 31, 202030, 2023. It accrues interest at a rate of 10% per year. The conversion price Subject to the financing activities consistedadjustments described herein, the conversion price (the “Conversion Price”) shall be equal the lesser of proceeds$0.015 or 90% of average of the two lowest VWAPs for the five consecutive trading days ending on the trading day that is immediately preceding the delivery of a notice of conversion.

On January 5, 2023, the Company, consummated the transactions contemplated by the Purchase Agreement among TraQiQ Environmental, Inc. (“REI”) and BioHiTech America, LLC (“BHT” and, together with REI, the “Renovare Sellers”) and the Company, pursuant to which the Renovare Sellers sold and assigned to the Company, and the Company purchased and assumed from the Renovare Sellers, (a) certain assets related partyto the business of (i) offering aerobic digestion technology solutions for the disposal of food waste at the point of generation and unrelated party notes(ii) data analytics with respect to food waste (collectively, the “Digester Business”) and (b) certain specified liabilities of $752,480 as well as repaymentsthe Renovare Sellers, including, but not limited to, indebtedness in an amount equal to $3,017,090 (the “Michaelson Debt”) owed to Michaelson Capital Special Finance Fund II, L.P. (“Michaelson”).

On January 4, 2023, the Company borrowed cash in exchange for a 20% OID Senior Secured Promissory Note dated January 4, 2023 in the original principal amount of long-term debt$180,000 (the “OID Note”). The OID Note matures on January 4, 2024, bears interest at the rate of ten percent (10%) per annum and has no prepayment penalty. In the event of a default by the Company under the OID Note, the outstanding principal and interest will be convertible by the holder into Common Stock at a conversion price equal to both relatedthe lower of (i) $.015 per share and unrelated parties(ii) an amount equal to 90% of $238,302.the average of the two lowest volume weighted average prices of the Common Stock for the five consecutive trading days prior to the conversion date.

On October 21, 2022, the Company entered into a 20% OID Senior Secured Promissory Note with Evergreen Capital Management, LLC (the “Evergreen Note”) in the amount of $48,000 (includes $8,000 of Original Issue Discount). The Evergreen Note has a maturity of twelve months to July 21, 2023. It accrues interest at a rate of 10% per year. The conversion price (the “Conversion Price”) is 75% of the price per share at which the common stock of the Company had an increase (decrease) of its cash overdraft of $30,539 and ($228,745).is sold to the public in a qualified offering. There are certain price protections, which make the conversion option a derivative liability.

On July 5, 2022, the Company entered into a 11% OID Senior Secured Promissory Note with GS Capital Partners LLC (the “GS Capital”) in the amount of $144,000 (includes $14,000 of Original Issue Discount). The GS Capital note has a maturity of twelve months and accrues interest at a rate of 12% per year. The conversion price is equal to 86% of the lowest trading price of the Company’s common stock for the 12 trading days immediately preceding the delivery of a notice of conversion. In accordance with the terms of the note, the Company issued 3,000 shares of common stock as a commitment fee.

On January 19, 2021, the Company issued a 12% Convertible Promissory Note to GS Capital Partners, LLC (the “GS Note”) in the principal amount of $125,000. The GS Note has a maturity date of one-year from issuance and is to be repaid commencing on the fifth monthly anniversary and every month thereafter in the amount of $20,000. In the event of a payment default, the GS Note will be convertible into common stock at a conversion price of 66% of the lowest closing stock price over the previous 20 trading days. There are certain price protections for GS Capital Partners, LLC under the terms of the GS Note, which make the conversion option a derivative liability. The Company recorded an original issue discount in the amount of $10,000 and $5,000 was paid out of the proceeds for legal fees. In accordance with the terms of the GS Note, the Company issued 3,250 shares of common stock as a commitment fee and issued 21,250 shares of common stock that are returnable upon the Company repaying the GS Note in accordance with its terms. This note was paid off in 2021.

On February 12, 2021, the Company issued a 10% Convertible Promissory Note to Platinum Point Capital, LLC (the “Platinum Note”) in the principal amount of $400,000. The Platinum Note has a maturity date of one-year from issuance. The Platinum Note is convertible into common stock a conversion price of the greater of (a) $0.08 or (b) 70% of the lowest traded stock price over the previous 15 trading days, provided that the conversion price will not exceed $8.00. There are certain price protections for Platinum Point Capital, LLC under the terms of the Platinum Note, which make the conversion option a derivative liability. The Company granted 25,000 warrants to purchase shares of common stock that have a term of three-years and an exercise price of $2.00 per share with the Platinum Note. The warrants granted with the Platinum Note also contain certain price protections that make the value of the warrants a derivative liability. The Company and Platinum Point Capital, LLC entered into an amendment to exclude the Mimo warrants granted on February 17, 2021 from the price protections. In accordance with the terms of the Platinum Note, the Company issued 7,500 shares of common stock as a commitment fee. This note was repaid/ converted into shares of common stock in 2021.

Off-Balance Sheet Arrangements

We have no off-balance sheet financing arrangements.

Contractual Obligations

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements and notes thereto and the report of our independent registered public accounting firm, are set forth starting on page F-1 of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On April 5, 2021, the Board of Directors of TraQiQ, Inc. approved the dismissal of AJSH & Co LLP (“AJSH”) as the Company’s independent registered public accounting firm. The Company filed a Current Report on Form 8-K on April 6, 2021 reporting on this event and stating that (1) the reports of AJSH on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles; (2) during the fiscal years ended December 31, 2019 and December 31, 2020, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with AJSH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of AJSH would have caused AJSH to make reference thereto in its reports on the consolidated financial statements for such years; and (3) during the fiscal years ended December 31, 2019 and December 31, 2020, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

On April 5, 2021, the Board approved the appointment of T R Chadha & Co LLP (“TRC”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. During the fiscal years ended December 31, 2019 and December 31, 2020 neither the Company, nor anyone on its behalf, consulted TRC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by TRC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Based on an evaluation as of the date of the end of the period covered by this report, the Company’s Certifying OfficersChief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, the Company’s Certifying OfficersChief Executive Officer and Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s internal control over financial reporting, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Certifying Officers, to allow timely decisions regarding required disclosure. Based upon the evaluation of the disclosure controls and procedures at the end of the period covered by this report, our Certifying Officers concluded that our disclosure controls and procedures were not effective as a result of continuing weaknesses in our internal control over financial reporting principally due to the following:

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2021,2022, using the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of management’s assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to the limited resources based on the size of the Company. Due to the material weaknesses management concluded that as of December 31, 2021,2022, the Company’s internal control over financial reporting was ineffective. In order to address and resolve the weaknesses, the Company will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as the Company’s financial means allow. To date, the Company’s limited financial resources have not allowed the Company to hire the additional personnel necessary to address the material weaknesses.

Management’s Annual Report on Internal Control Over Financial Reporting

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

Item 9B. Other Information

None.On January 1, 2023, the Company appointed Ajay Sikka, its Chairman of the Board, Chief Executive Officer and President, as its Chief Financial Officer. In addition, on January 1, 2023, the Company entered into an employment agreement with Mr. Sikka (the “Sikka Agreement”). Pursuant to the Sikka Agreement, Mr. Sikka will serve as the Company’s Chief Executive Officer and a member of the Company’s board of directors (the “Board”). The Sikka Agreement provides that Mr. Sikka will serve as an employee of the Company for a term of 36 months, unless he is earlier terminated or resigns in accordance with the terms of the Sikka Agreement.

Mr. Sikka will receive an annual salary of $300,000, and will be entitled to participate in an annual incentive compensation plan, pursuant to which, if the Company has monthly average annual recenue equal to $1,750,000 during the fourth quarter of 2023, Mr. Sikka will receive a bonus of $150,000. Mr. Sikka is also entitled to receive additional discretionary bonuses based on the achievement of certain corporate performance goals, as may be estbalished an approved from time to time by the Company. In addiiton, Mr. Sikka is entitled to a $75,000 cash bonus, payable in equal monthly installments during the first twelve months of Mr. Sikka’s employment at the Company.

In addition to the above cash compensation to which Mr. Sikka is entitled, upon commencement of the Sikka Agreement, Mr. Sikka received 5,930,000 shares of restricted common stock of the Company (“Restricted Stock”), pursuant to the Company’s 2020 Equity Incentive Compensation Plan, of which (i) 905,000 shares will vest on April 1, 2023 and the remaining 5,430,000 shares will begin to vest over a period of three years, in six equal semi-annual installments. Mr. Sikka is also entitled to receive additional shares of Restricted Stock as follows:

In the event that Mr. Sikka’s employment with the Company is terminated for any reason, the Company shall pay Mr. Sikka (a) (i) his Base Salary, pro-rated through the date of termination to the extent not yet paid to him; (ii) any unreimbursed business expenses payable to Mr. Sikka; and (iii) any payments and benefits to which Mr. Sikka is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated) and (b) in the event Mr. Sikka’s employment is terminated by the Company without Cause, due to Mr. Sikka’s resignation for Good Reason, or due to Mr. Sikka’s Disability (as defined in the Sikka Agreement), the Company shall also pay Mr. Sikkaan amount equal to 12 months of Mr. Sikka’s salary, less all applicable withholdings and authorized or required deductions, as salary continuation.

The foregoing description of the Sikka Agreement is not complete, and is qualified in its entirely by the Sikka Agreement, which is filed as Exhibit 10.18 hereto.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance;

The following persons are our executive officers and directors as of March 31, 202230, 2023 and hold the positions set forth opposite their respective names. The members of the Board of Directors serve until the next annual meeting and a successor is appointed and qualified, or until resignation or removal.

Business Experience

The following is a brief description of the business experience of our executive officers and directors:

Ajay Sikka, Chief Executive Officer, Chief Financial Officer, Chairman and Director and President

Ajay Sikka was appointed to our Board as its Chairman and the Board appointed him as our Chief Executive Officer, President and Chief Financial Officer on July 19, 2017. From May 2014 to 2020, Mr. Sikka served as Chief Executive Officer of OmniM2M, Inc., an IIoTIioT hardware, software and services company. From March 2011 to the present, Mr. Sikka has also served as Chief Executive Officer of TraQiQ Solutions, Inc. a technology provider that is focused on providing software products, services and support to enterprise customers, including Microsoft, Staples, Accenture, and Pactera. From April 2004 to FebFebruary 2011, Mr. Sikka served as Senior Director at Microsoft Corp. in Redmond, Washington,(“Microsoft”) a technology software company, where he worked inon multiple teams, including Law & Corporate affairs, Central IT, and Business Strategy. HeMr. Sikka also managed Microsoft’s CloudCRM team that provided Customer Relationship Management (CRM) services within Microsoft. From April 2000 to March 2004, Mr. Sikka served as Chief Executive Officer of IndiaHQ Solutions, Inc., a content provider (Websites, newspapers, Yellow pages) for the South Asian community. From April 1996 to April 2000, Mr. Sikka served as Group Manager at Microsoft Corp. in Redmond, Washington where he drove Microsoft’s internet business and content management initiatives with telecommunications and Internet service providers. He arrived at Microsoft subsequent to Microsoft’s purchase of Vermeer, that made the FrontPage product. Mr. Sikka is an active angel investor and board of director member for startup companies and new ventures in the Seattle area.

Mr. Sikka is the founder and Chief Executive Officer of TraQiQ, withhas extensive software development and sales experience as well as experience in the South Asian community. He offers the board an inside view of the company’s finances and operations. His service as a board member of other small companies also provides him with insight into the issues facing other small companies, which are valuable to the company.Company.

Frank E. Celli, Interim Executive Chairman

Mr. Celli has been in the waste and recycling industry for 35 years. Over the course of his career, he has been an owner and CEO of multiple solid waste companies, with experience in numerous facets of the industry, including waste collection, transfer station operations, landfill operations and recycling operations. Frank was co-founder and CEO of Interstate Waste Services from 2000 to 2006. Since May 2022, Mr. Celli has served as Managing Member of FC Advisory a management consulting company, and, since 2020, Mr. Celli has served as a consultant and strategic corporate advisor at Direct Waste Services, Inc., a solid waste collection and recycling company, positions that Mr. Celli continues to hold. From August 2015 until November 5, 2020, Mr. Celli served as Chief Executive Officer and from August 2015 until March 18, 2022, Mr. Celli served as Chairman of the Board, of BioHitech Global, Inc. (NASDAQ: BHTG), a waste reduction and technology company that was rebranded to Renovare Environmental, Inc. (NASDAQ:RENO) in December 2021. Over the course of his career, Mr. Celli has completed over 50 acquisitions and spearheaded multiple exits. Mr. Celli has a Bachelor of Science degree from Pace University Lubin School of Business.

James DuBois, Director

James DuBois is a member of our Board and was appointed to our Board on February 2, 2018. Since May 2016, Mr. Dubois, has served as Global IT Advisor and Board Member at Expeditors International, a global logistics company headquartered in Seattle, Washington.company. Mr. Dubois has guided IT and business transformation, corporate governance, customer-focused strategic product/services development, security, and risk management. While at Microsoft, as CIO and Chief Information Security Officer from 2014 to 2017, heMr. DuBois was involved with directing IT modernization through corporate growth, turnaround, acquisitions integrations and divestitures.

Mr. DuBois has extensive experience in global IT operations as well as corporate governance matters, which assists TraQiQ in formulating and executing its growth strategy. He offers the board a strategic perspective on aspects of the software industry’s future.

Greg Rankich, Director

Greg Rankich ishas been a member of our Board and was appointed to our Board onsince May 11, 2019. Since May 2018, Mr. Rankich has been co-founder and partner at Better U Today, which is a program designed to provide a simple and straightforward approach to help people achieve their ideal weight through food, education and lifestyle changes. Since January 2017, Mr. Rankich has also served as the managing partner of Kirkland REI, LLC which is a private real estate investment and management firm that focuses on four primary asset classes: Single Residential Properties, Multi-Family Properties, Commercial Properties and Land Acquisition. Since July 2013, Mr. Rankich has served as an Advisory Board Member of Ro Health, which is a rapidly growing medical staffing and home health agency that supplies clients and patients with healthcare providers that are kind and caring.. From July 2005 to May 2018, Mr. Rankich served as the Chief Executive Officer of Xtreme Consulting Group, Inc. (“Xtreme”) an $80 million in revenue international services firm focused on improving business performance. Digital Intelligence Systems acquired Xtreme on May 11, 2018. Prior to founding Xtreme, Mr. Rankich held many roles within Microsoft Corporation. In 2010, Mr. Rankich was a finalist for Ernst & Young “Entrepreneur of the Year” award. He is an active member of company boards and advisory panels and is also involved in numerous charities and non-profits in the northwest. Mr. Rankich graduated with a B.A. in International Business and a M.B.A. from Washington State University.

Mr. Rankich’s business background and management experience is valuable to the company as it continues to grow and expand its employee and “gig worker” base.

Richard Berman, Director

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

Mr. Berman provides the board with insights from his extensive experience in the purchase, sale and financing of businesses, his experience in financial and operational issues affecting organizations, and his knowledge of legal issues relevant to TraQiQ’s operations.

Lathika Regunathan, President of Mimo Technologies

Besides working in finance, technology and software development in India, Lathika has worked extensively in the Latin-American markets. Beginning in 2017, he was the Founder & President at Mimo Technologies Pvt Ltd., which was subsequently acquired by TraQiQ. Prior to that time, he served as Founder & President at Mann-India Technologies Pvt Ltd, a software solutions and services company focused on the Latin American markets that was also subsequently acquired by TraQiQ. At Mimo, Lathika brings to the table a firm understanding of mobile payment strategy, team management and management consultancy.

Sandeep Soni, President of Kringle.ai

Since 2018, Mr. Soni has served as Founder and President of Rohuma LLC, building loyalty and rewards programs for other businesses. This company was acquired by TraQiQ in 2021. From 2013 to 2018, Mr. Soni served as Chief Operating Officer for Unique Business Systems, where he was responsible for global business, project management and technology development. From 2017 to the present, Mr. Soni has also served as a board member of the Blank Center for Entrepreneurship, headquartered in Boston, Massachusetts, and he previously served as a board member for other banking and public companies. Mr. Soni has on the past run a $4 billion business as chief executive officer of Citigroup’s Consumer Business unit across several countries with responsibility for credit cards, mortgages, insurance and loan products. Mr. Soni has been involved in M&A, early-stage investments and also managed a Special Situation fund helping invest and turn around companies.

Michael Pollack CPA, Interim Chief Financial Officer

Mr. Pollack joined the Company as interim Chief Financial Officer in September 2021. Mr. Pollack has been a partner in a certified public accounting firm for the past fifteen years and specializes in accounting and auditing for small public companies. Mr. Pollack has approximately 35 years of experience in public accounting and consulting to over 100 publicly traded and 250 private companies. Mr. Pollack has also held CFO and Controller positions in an array of industries. Mr. Pollack graduated from the University of Maryland with a Bachelor of Arts in Economics. Mr. Pollack is a member of the American Institute of Certified Public Accountants, as well as licensed to practice in New Jersey, and New York.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Corporate Governance

Code of Business Conduct and Ethics

TraQiQ has adopted a Code of Ethics and Business Conduct to document the ethical principles and conduct we expect from our employees, officers and directors. The Code of Ethics and Business Conduct is applicable to our employees and also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A copy of our Code of Ethics and Business Conduct is available in the Investors section of our corporate website (www.traqiq.com)(https://RecoupEnv.com/). We will provide a copy of the Code of Ethics to any person without charge, upon request to TraQiQ, Inc., 14205 S.E. 36th36^th St., Suite 100, Bellevue, WA 98006, Attention: Ajay Sikka, CEO.

Audit Committee

The Company has an audit committee consists of James DuBois and Richard Berman (the “Audit Committee”). Mr. Berman serves as Audit Committee chair. The Audit Committee’s primary responsibility is to engage our independent auditors and otherwise to monitor and oversee the audit process. The Audit Committee also undertakes other related responsibilities as detailed in the Audit Committee Charter, including monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics, discussing our risk management policies and reviewing and approving or ratifying any related person transactions. A copy of our Audit Committee Charter is available in the Investors section of our website (www.traqiq.com)(https://RecoupEnv.com/. ).

In addition to determining that the members of the Audit Committee are independent directors under the Securities Exchange Act of 1934 and the Nasdaq listing standards, the board of directors has also determined that Richard Berman is an “Audit Committee financial expert” as defined in rules adopted under the Securities Exchange Act of 1934. TheEach of the members of the Audit Committee are James DuBois, Richard Berman and Greg Rankich, each of whom is an independent director within the meaning of the Nasdaq Stock Market rules. Mr. Berman serves as chair of the Audit Committee.

Compensation Committee

The Company has a compensation committee consists of James DuBois and Greg Rankich. (the “Compensation Committee”). Mr. Rankich serves as Compensation Committee chair. The Compensation Committee undertakes responsibilities as detailed in the Compensation Committee Charter, a copy of which is available in the Investors section of our website (https://recoupenv.com/).

Nominating and Corporate Governance Committee

The company has a nominating and corporate governance committee consists of James DuBois and Richard Berman (the “Nominating and Corporate Governance Committee”). Mr. DuBois serves as Nominating and Corporate Governance Committee chair. The Nominating and Corporate Governance Committee undertakes responsibilities as detailed in the Nominating and Corporate Governance Committee Charter, a copy of which is available in the Investors section of our website (https://recoupenv.com/board-of-directors/).

Nominations for Directors

During 2021,2022, there were no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.

Delinquent Section 16(a) Reports

During the year ended December 31, 2021, James DuBois filed a late Form 4 report following the conversion of a promissory note into Company stock.

Item 11. Executive Compensation

Summary Executive Compensation Table

The following table shows, for the years ended December 31, 20212022 and 2020,2021, compensation awarded to or paid to, or earned by, our Chief Executive Officer, and Chief Financial Officer and the next three most highly paid executive officers (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE