UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549





AMENDMENT
NO. 1 TO

FORM
10-K



(Mark
One)

☒  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2017



☐  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ______________ to _____________



Commission
file number 000-54218



EVO
Transportation & Energy Services, Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                            |  | 37-1615850             
|----------------------------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (I.R.S.
    Employer   
|incorporation
    or organization)  |  | Identification
    No.)



|8285
        West Lake Pleasant Parkway
        Peoria,
AZ 85382
|----------------------------------------------------------------
|(Address
    of principal executive offices) (Zip Code)         



Registrant’s
telephone number, including area code: 877-973-9191



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

None.



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



|Common
    Stock, $0.0001 par value per share
|---------------------------------------------
|(Title
    of class)                         





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer | ☐                                                  | Accelerated
    filer         | ☐
|--------------------------- | -------------------------------------------------- | ----------------------------- | -
|Non-accelerated
    filer   | ☐  (do
    not check if smaller reporting company) | Smaller
    reporting company | ☒
|Emerging
    growth company | ☐                                                  |                               |  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter.



The
aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the Registrant’s
most recently completed second fiscal quarter was approximately $420,804 based on the price of $1.00 per share, the price at which
the Registrant’s common equity was last sold as of the last business day of the Registrant’s most recently completed
second fiscal quarter as reported on the OTC Pink Marketplace and as adjusted for the Registrant’s 50-for-1 reverse stock
split.



APPLICABLE
ONLY TO CORPORATE REGISTRANTS



As of April 27, 2018, there were 2,067,120
shares of the registrant’s common stock, par value $0.0001, outstanding.






















EXPLANATORY
NOTE



EVO Transportation & Energy
Services, Inc. (“EVO, Inc.,” the “Company,” “we,” “us,” or “our”)
is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our annual report on
Form 10-K for the year ended December 31, 2017, originally filed with the Securities and Exchange Commission (the
“SEC”) on April 17, 2018 (the “Original Form 10-K”), to include the information required by Items 10
through 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on
General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the
Form 10-K by reference from our definitive proxy or information statement if such statement is filed no later than 120 days
after our fiscal year-end. We are filing this Amendment No. 1 to provide the information required in Part III of Form
10-K because a definitive proxy or information statement containing such information will not be filed by the Company within
120 days after the end of the fiscal year covered by the Form 10-K.



Pursuant to the rules of the SEC, Part IV,
Item 15 has also been amended to contain the currently dated certifications from the Company’s principal executive
officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements
have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect
to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.



Except as described above, this Amendment
No. 1 does not amend any other information set forth in the Original Form 10-K, and we have not updated disclosures included
therein to reflect any subsequent events. This Amendment No. 1 should be read in conjunction with the Original Form 10-K
and with our filings with the SEC subsequent to the Original Form 10-K.















PART
III



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



Background
Information



The
Company acquired all of the outstanding equity interests of Titan CNG LLC, a Delaware limited liability company (“Titan”),
in exchange for 248,481 shares (taking into account the Company’s subsequent 50-for-1 reverse stock split) of the Company’s
common stock (the “Titan Securities Exchange”) on November 22, 2016 pursuant to an Agreement and Plan of Securities
Exchange by and among the Company, Titan, and the holders of 100% of the outstanding equity interests of Titan.



On
November 23, 2016, the Company and Shock Inc., a Delaware corporation owned by John P. Yeros, Kirk S. Honour and Randy Gilbert
(“Shock”), entered into an agreement and plan of merger whereby Shock merged with and into the Company (the “Shock
Merger”), the separate corporate existence of Shock ceased, and all issued and outstanding shares of common stock of Shock
were converted into 44,899 shares (taking into account the Company’s subsequent 50-for-1 reverse stock split) of the Company’s
common stock.



On
January 11, 2017, the Company entered into a securities exchange agreement with Environmental Alternative Fuels, LLC, a Delaware
limited liability company (“EAF”), EVO CNG, LLC, a Delaware limited liability company and a wholly-owned subsidiary
of EAF (“EVO”), Danny R. Cuzick (“Danny Cuzick”), Damon R. Cuzick, Theril H. Lund and Thomas J. Kiley
(together with Danny Cuzick, the “EAF Members”). In accordance with the terms of the securities exchange agreement,
the Company acquired all of the membership interests of EAF from the EAF Members and, in exchange, issued a promissory note in
the principal amount of $3.8 million to Danny Cuzick and convertible promissory notes in the aggregate principal amount of $9.5
million to the EAF Members (the “EAF Securities Exchange”).



(a)
Identification of Directors and Executive Officers.



At
the effective time of the Titan Securities Exchange, the Company’s board of directors increased the size of the board of
directors from three directors to four directors and appointed Scott M. Honour and Thomas J. Abood as directors. At the same time,
John P. Yeros was appointed as chief executive officer and Richard Gilbert resigned from his positions as president and secretary
of the Company. In connection with the closing of the EAF Securities Exchange, on February 1, 2017, the Company’s board
of directors increased the size of the board of directors from four directors to five directors and appointed Danny Cuzick as
a director and Damon Cuzick as chief operating officer of the Company.



The
following table sets forth certain information regarding the Company’s officers and directors. All ages are stated as of
January 1, 2018.



|Name            |  | Age |  |  | Position               
|--------------- |  | --- |  |  | -----------------------
|John P. Yeros   |  | 66  |  |  | Chief Executive Officer
|Damon R. Cuzick |  | 37  |  |  | Chief Operating Officer
|Scott M. Honour |  | 51  |  |  | Director               
|Danny R. Cuzick |  | 57  |  |  | Director               
|Thomas J. Abood |  | 54  |  |  | Director               



John
P. Yeros.Mr. Yeros has served as our chief executive officer since November 2016. For the past twenty years Mr. Yeros has
devoted his business energies to various segments of the business and high technology arena, including healthcare, Internet-related
software development, computer hardware manufacturing, service delivery and the automotive dealership industry. He was Founder,
Chairman & CEO of Medix Resources from 1988 until 2000; in this capacity he transformed a start-up healthcare software development
firm into a public entity with a 2000 market cap of $450 million. Mr. Yeros then founded HyperSpace Communications in 2001 and
completed a public stock offering in 2004; during his tenure the company acquired Idaho-based MPC Computers, Gateway’s Professional
Services Division and, as the MPC Corp., it eventually had more than a thousand employees and $500 million in revenue by 2008.
Mr. Yeros was named CEO of Intelligent Grid Solutions in 2009 after successfully completing a comprehensive business/market analysis
of the Smart Grid market sector on behalf of both FirstEnergy Corporation (NYSE: FE) and First Communications, Inc. (FC). Intelligent
Grid Solutions provided a series of interconnected consulting/partnering services related to planning, executing and financing
of Smart Grid network projects. Since 2012, Mr. Yeros has served as CEO for Altitude Automotive Group (AAG), a Company Yeros formed
to pursue the acquisition of automotive dealerships in the Western and Southwestern United States. Prior to undertaking these
varied entrepreneurial ventures Mr. Yeros had a highly successful career in the securities industry starting as an account executive
with Merrill Lynch Pierce Fenner & Smith in New York in 1977 and culminating in key management roles with E. F. Hutton, Hanifen
Imhoff, Inc. and B. C. Christopher Securities where he last served as Regional VP and was overseeing three offices in the Rocky
Mountain Region before launching Medix Resources in 1988. Mr. Yeros has a B. S. degree in education from Wichita State University.







1







Damon
Cuzick. Mr. Cuzick has served as chief operating officer of the Company since February 2017. Mr. Cuzick has been an active
businessman and company owner since 2004. In 2004, Damon co-founded both March Development Company, a commercial real estate development
company focused on retail shopping centers and office buildings in Phoenix, Arizona, and Cuzick Van Pelt Commercial Group, a related
brokerage company. The companies combined for over $40 million in annual sales, and in 2007 merged into Don Bennett Partners,
another real estate development company. Damon continued working at Don Bennett Partners until he sold his interest in that company
in 2008. From 2008 to 2015, Damon worked with his father, Danny Cuzick, at Freightliner of Arizona, a class 8 truck dealership.
Damon’s responsibilities at Freightliner of Arizona included the design, development and construction of a new state-of-the-art
corporate headquarters in Tolleson, Arizona and the acquisition of a competing dealership in Tucson, Arizona. In 2012, Damon,
his father and two additional partners formed EVO CNG, LLC, a company dedicated to building compressed natural gas fueling stations
for the class 8 trucking industry. Damon has acted as the Chief Operating Officer of EVO CNG since its inception, overseeing the
development of six CNG stations in Texas, Arizona, California and Wisconsin, as well as customer service, sales and day-to-day
operations.



Scott
M. Honour.Mr. Honour has served as a director of the Company since November 2016, and is a Co-founder of Titan. Scott also
serves as Managing Partner of Northern Pacific Group, a Wayzata, Minnesota based private equity firm. Previously, from 2002 to
2012, he was Senior Managing Director of The Gores Group, a Los Angeles based private equity firm with $4 billion of capital under
management. Prior to that, Mr. Honour was a Managing Director at UBS Investment Bank from 2000 to 2002 and an investment banker
at DLJ from 1991 to 2000. He began his career at Trammell Crow Company in 1988. Scott also co-founded YapStone, Inc. in 1999.
Scott holds a BS in business administration and a BA in economics from Pepperdine University and an MBA in finance and marketing
from the Wharton School of the University of Pennsylvania.



We
believe that Mr. Honour’s significant experience in transaction planning and private equity investments make him well qualified
to serve as a member of our board of directors.



Thomas
J. Abood.Mr. Abood is a private investor. Mr. Abood has served as a director of the company since November 2016. From 1994
to 2014, Mr. Abood was an owner and Executive Vice President, General Counsel and Secretary of Dougherty Financial Group LLC.
His principal responsibilities included leadership and management of DFG’s investment advisory business division (2004-2014)
and supervision of its legal, compliance and human resources departments. Prior to 1994, Mr. Abood was an associate at the law
firm of Skadden, Arps, Slate, Meagher & Flom.



Mr.
Abood is Chair of the Archdiocesan Finance Counsel of the Archdiocese of St. Paul and Minneapolis, past Chair of the board of
governors of the University of St. Thomas School of Law, past Chair of the governance committee and a member of the board of directors
of MacPhail Center for Music and past President and Governor, The Minikahda Club. Mr. Abood is a past director and Chair of the
Board of the Minnesota Children’s Museum and a past director of the Notre Dame Club of Minnesota.



Mr.
Abood was raised in Lansing, Michigan, received his JD from Georgetown University Law Center, cum laude and his BBA from the University
of Notre Dame, magna cum laude.



We
believe that Mr. Abood’s legal and management experience described above, his significant investing experience and his experience
serving on various boards make him well qualified to serve as a member of our board of directors.



Danny
R. Cuzick. Danny Cuzick has served as a director of the Company since February 2017 and is a lifelong entrepreneur and business
owner. In 1981, Danny opened his first business, a retail jewelry store called Cuzick Jewelers, in Glendale, Arizona; a business
which he still owns. Danny has also owned and operated numerous other businesses, including a flower shop and lighting store.



In
the mid-1990s Danny partnered with a Phoenix-based contracting company to start developing residential real estate. The success
of that venture led him into the commercial arena and Danny has been a part of developing and owning numerous shopping centers
and office buildings in the metro Phoenix area, as well as many large parcels of land throughout the Salt River Valley.



In
2005, Danny purchased Freightliner of Arizona, two class 8 truck dealerships. At the time of purchase, the dealerships had two
facilities and revenues of approximately $100 million. Under Danny’s leadership, the dealerships expanded to include four
locations and revenues of over $400 million until he sold his interest in Freightliner of Arizona in April 2015.



In
2012, Danny, his son Damon and two additional partners formed EVO CNG, LLC, a company dedicated to building compressed natural
gas fueling stations for the class 8 trucking industry. Danny acted as the Manager of EVO CNG from its inception until the sale
of EAF, EVO CNG’s parent company, in February 2017.



Danny
has always been a family man and is most proud of his 11 children and 12 grandchildren.



We
believe that Danny Cuzick’s significant experience as an entrepreneur and business owner and his experience in the trucking
and CNG industries make him well qualified to serve as a member of our board of directors.







2







(b)
Family Relationships.



Danny
R. Cuzick, one of our directors, is the father of Damon R. Cuzick, our chief operating officer. There are no other family relationships
among our directors or executive officers.



(c)
Involvement in Certain Legal Proceedings.



To
our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no federal or state judicial or
administrative orders, judgments or decrees or findings, no violations of any federal or state securities law, and no violations
of any federal commodities law material to the evaluation of the ability and integrity of any director (existing or proposed)
or executive officer (existing or proposed) of the Company during the past ten (10) years.



Section 16(a) Beneficial Ownership Reporting
Compliance



Section
16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than
10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in
beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than
10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company, or written representations that no applicable
filings were required, the Company believes that all such filings were filed on a timely basis for the fiscal year ended
December 31, 2017, except that (i) Randy Gilbert and Kirk Honour did not file Forms 4 or 5 in connection with no longer
serving as executive officers of the Company; (ii) James Jackson and the Alpeter
Family Limited Partnership, previously greater than ten percent stockholders, have not filed any Forms 3, 4 or 5; and (iii)
Damon Cuzick and Danny Cuzick did not file Forms 3 and 4 following the Company’s February 1, 2017 acquisition of
Environmental Alternative Fuels, LLC, a Delaware limited liability company, and its wholly owned subsidiary, EVO CNG, LLC, a
Delaware limited liability company.



Code
of Ethics



We
have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions which is attached as Exhibit 14.1 to the Company’s
Form 10-K filed on March 28, 2011.



Board
Committees



We
do not have a standing nominating, compensation or audit committee, and our full board of directors performs the
functions of these committees. The Company intends to form an audit committee in the near future. We currently do not have
an “audit committee financial expert” on our board of directors as that term is defined by Item 407(d)(5)(ii)
of Regulation S-K. Management does not believe it is currently necessary for our board of directors to appoint
a nominating or compensation committee because the volume of matters that come before the board of directors for consideration
permits the directors to give sufficient time and attention to such matters to be involved in all decision making.







3







Item
11. Executive Compensation.



Summary
Compensation Table



The
following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual who served as the
Company’s principal executive officer during the fiscal year ended December 31, 2017; and (ii) the two most highly
compensated executive officers other than the principal executive officer who were serving as Company executives as of
December 31, 2017 and who earned total compensation in excess of $100,000 during such fiscal year (collectively, the
“namedexecutive officers”).



|Name and Principal Position    |  | Year |  | Salary |   |         | Bonus |  |  | Stock Awards |  | Option Awards |      | Non-Equity Incentive Plan Compensation |      | Nonqualified Deferred Compensation Earnings |      | All Other Compensation |      | Total |     
|------------------------------ |  | ---- |  | ------ | - | ------- | ----- |  |  | ------------ |  | ------------- | ---- | -------------------------------------- | ---- | ------------------------------------------- | ---- | ---------------------- | ---- | ----- | ----
|John P. Yeros                  |  | 2017 |  |        | $ | 240,000 |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|Chief Executive Officer        |  | 2016 |  |        | $ | 115,000 |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|                               |  |      |  |        |   |         |       |  |  |              |  |               |      |                                        |      |                                             |      |                        |      |       |     
|Kirk S. Honour(1)              |  | 2017 |  |        | $ | 150,000 | (3)   |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|Former President               |  | 2016 |  |        | $ | 180,000 |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|                               |  |      |  |        |   |         |       |  |  |              |  |               |      |                                        |      |                                             |      |                        |      |       |     
|Randy W. Gilbert(2)            |  | 2017 |  |        | $ | None    |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|Former Chief Financial Officer |  | 2016 |  |        | $ | None    |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|                               |  |      |  |        |   |         |       |  |  |              |  |               |      |                                        |      |                                             |      |                        |      |       |     
|Damon R. Cuzick                |  | 2017 |  |        | $ | 180,000 |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None
|Chief Operating Officer        |  | 2016 |  |        | $ | None    |       |  |  | None         |  |               | None |                                        | None |                                             | None |                        | None |       | None



|(1) | Kirk
Honour served as president of the Company until October 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Randy
Gilbert served as  chief financial officer of the Company until December 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | On October 9, 2017, Mr. Honour entered into a mutual separation agreement with the Company whereby Mr. Honor
and the Company agreed that Mr. Honour’s last day of employment with the Company would be October 9, 2017. At the time of
his separation, the Company owed Mr. Honour $240,276 of accrued but unpaid base salary compensation. Under the mutual separation
agreement, the parties agreed that (ii) Mr. Honour would be paid an aggregate of $97,069 within ten business days after the Company
raised an aggregate of $2 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction
of $240,276 of deferred compensation, the Company would issue 89,092 shares of its common stock to Mr. Honour within ten business
days after the Company raised an aggregate of $2 million in any combination of public or private debt or equity securities offerings.
The Company issued the 89,092 shares of common stock to Mr. Honour in April 2018.



We
currently have two full-time employees but had no full-time employees in 2016. We entered into a consulting agreement with John
Yeros, our chief executive officer, in March 2016 pursuant to which we agreed to pay Mr. Yeros $10,000 per month as an independent
contractor and amended that agreement in October 2016 to increase the monthly amount payable to Mr. Yeros to $15,000. During 2016,
we also agreed to pay Kirk Honour, our former president, $15,000 per month as an independent contractor pursuant to a verbal agreement
with the Company.



On
November 23, 2016, the Company succeeded as a party to employment agreements with John P. Yeros, our chief executive officer,
Kirk S. Honour, our former president, and Randy W. Gilbert, our former chief financial officer. These agreements became effective
on February 1, 2017; thus, the Company did not make any payments under these agreements during the year ended December 31, 2016.
Also on February 1, 2017, we entered into an employment agreement with Damon R. Cuzick, our chief operating officer. The employment
agreements with our executive officers are described below.





Stock Option Plan and Option Grants



On April 12, 2018, the Board approved
the Company's 2018 Stock Incentive Plan (the “2018 Plan”). The principal provisions of the 2018 Plan are summarized
below. This summary is not a complete description of all the 2018 Plan's provisions, and is qualified in its entirety by reference
to the 2018 Plan, which is filed as an exhibit to the Original Form 10-K. Capitalized terms used but not defined herein will be as
defined in the 2018 Plan.



Administration



The Board will initially be the administrator
of the 2018 Plan, but the Board may delegate the administration of the 2018 Plan to a committee of the Board. The Board and any
Committee to which it may delegate the administration of the 2018 Plan are collectively referred to in the 2018 Plan as the “Administrator.”



The Administrator may delegate to one
or more Committees and/or sub-Committees, or to one or more officers of the Company such administrative duties or powers as it
may deem advisable. The Administrator may, by resolution, authorize one or more officers of the Company to do one or both of the
following on the same basis as the Administrator: (i) designate employees to be recipients of awards under the 2018 Plan and (ii)
determine the size of any such awards; provided, however, that the Committee may not delegate such responsibilities to any such
officer for awards granted to an employee who is an officer or director of the Company or the beneficial owner of more than 10%
of the Company’s common stock; the resolution providing such authorization sets forth the total number of awards such officer(s)
may grant; and the officer(s) must report periodically to the Administrator regarding the nature and scope of the awards granted
pursuant to the authority delegated.





4






Except as otherwise provided in the
2018 Plan, the Administrator will have all of the powers vested in it under the provisions of the 2018 Plan, including but not
limited to exclusive authority to determine, in its sole discretion, whether an award will be granted; the individuals to whom,
and the time or times at which, awards will be granted; the number of shares subject to each award; the exercise price of Options
granted hereunder; and the performance criteria, if any, and any other terms and conditions of each award. The Administrator will
have full power and authority to administer and interpret the 2018 Plan, to make and amend rules, regulations and guidelines for
administering the 2018 Plan, to prescribe the form and conditions of the respective Agreements evidencing each award (which may
vary from Participant to Participant), to amend or revise Agreements evidencing any award (to the extent the amended terms would
be permitted by the 2018 Plan and provided that no such revision or amendment, except as is authorized in Section 14 of the 2018
Plan, may impair the terms and conditions of any award that is outstanding on the date of such revision or amendment to the material
detriment of the Participant in the absence of the consent of the Participant), and to make all other determinations necessary
or advisable for the administration of the 2018 Plan (including to correct any defect, omission or inconsistency in the 2018 Plan
or any Agreement, to the extent permitted by law and the 2018 Plan). The Administrator’s interpretation of the 2018 Plan,
and all actions taken and determinations made by the Administrator pursuant to the power vested in it under the 2018 Plan will
be conclusive and binding on all parties concerned.



Eligibility



Any employee, director, or consultant
may participate in the 2018 Plan; provided, however, that only employees are eligible to receive incentive stock options. Additionally,
the Company may grant certain performance-based awards to “covered employees” in compliance with Section 162(m) of
the Internal Revenue Code. These covered employees include our executive officers. Section 162(m) generally limits the corporate
tax deduction for compensation paid to executive officers that is not “performance-based” to $1,000,000 per executive
officer. “Performance-based” compensation meeting certain requirements is not counted against the $1,000,000 limit
and generally remains fully deductible for tax purposes.



Shares Available for Awards



The stock to be awarded or optioned
under the Plan (the “share authorization”) will consist of authorized but unissued or reacquired shares of common stock.
The maximum aggregate number of shares of common stock reserved and available for awards under the 2018 Plan is 4,250,000 shares,
subject to adjustment for any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other
similar change in the corporate structure or shares of the Company. Any adjustment determination made by the Administrator will
be final, binding and conclusive.



Type of Awards and Terms and Conditions



The 2018 Stock Plan provides that the
Administrator may grant awards to eligible participants in any of the following forms, subject to such terms, conditions and provisions
as the Administrator may determine to be necessary or desirable:



|● | stock options, including both incentive stock options (“ISOs”) and non-qualified stock options;
|- | -----------------------------------------------------------------------------------------------



|● | stock appreciation rights;
|- | --------------------------



|● | restricted stock;
|- | -----------------



|● | performance awards; and
|- | -----------------------
|● | stock bonuses.         



Options. Options may either be
incentive stock options, which are specifically designated as such for purposes of compliance with Section 422 of the Internal
Revenue Code, or non-qualified stock options. Options vest as determined by the Administrator, subject to applicable performance
objectives and statutory limitations regarding the maximum term of ISOs and the maximum value of ISOs that may vest in one year.
The exercise price of each share subject to an ISO will be equal to or greater than the fair market value of a share on the date
of the grant of the ISO, except in the case of an ISO grant to a stockholder who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or its parent or any subsidiary, the exercise price will be equal
to or greater than 110% of the fair market value of a share on the grant date. Non-qualified stock options vest as determined by
the Administrator, subject to applicable performance objectives and statutory limitations regarding the maximum term of non-qualified
stock options. The exercise price of each share subject to a non-qualified stock option will be determined by the Administrator
at the time of grant but must be equal to or greater than the fair market value of a share on the date of grant. Recipients of
options have no rights as stockholders with respect to any shares covered by the award until the award is exercised and a stock
certificate or book entry evidencing such shares is issued or made, respectively.



Restricted Stock Awards. Restricted
stock awards consist of shares granted to a participant that are subject to one or more risks of forfeiture. Restricted stock awards
may be subject to risk of forfeiture based on the passage of time or the satisfaction of other criteria, such as continued employment
or Company performance. Recipients of restricted stock awards are entitled to vote and receive dividends attributable to the shares
underlying the awards beginning on the grant date, but have no other rights as stockholders with respect to such shares.



Performance Awards. Performance
awards, which may be denominated in cash or shares, are earned upon achievement of performance objectives during a performance
period established by the Administrator. Recipients of performance awards have no rights as stockholders with respect to any shares
covered by the awards until the date a stock certificate or book entry evidencing such shares is issued or made, respectively.



Stock Appreciation Rights. A
stock appreciation right may be granted independent of, or in tandem with, a previously or contemporaneously granted stock option,
as determined by the Administrator. Generally, upon exercise of a stock appreciation right, the recipient will receive cash, shares
of Company stock, or a combination of cash and stock, with a value equal to the excess of: (i) the fair market value of a specified
number of shares of Company stock on the date of the exercise, over (ii) a specified exercise price. Stock appreciation rights
vest as determined by the Administrator, subject to applicable performance objectives and statutory limitations regarding the maximum
term of stock appreciation rights. Recipients of stock appreciation rights have no rights as a stockholder with respect to any
shares covered by the award until the date a stock certificate or book entry evidencing such shares is issued or made, respectively.





5






Stock Bonuses. Stock bonuses
consist of awards of shares granted to a participant subject to such terms and conditions as determined by the Administrator. Recipients
of stock bonuses have all rights of stockholders with respect to such shares, provided that the Administrator may impose restrictions
on the assignment or transfer of stock bonuses.



Amendments of the 2018 Plan



The Board may from time to time, insofar
as permitted by law, suspend or discontinue the 2018 Plan or revise or amend it in any respect. However, to the extent required
by applicable law or regulation or as except as provided under the 2018 Plan itself, the Board may not, without stockholder approval,
revise or amend the 2018 Plan to (i) materially increase the number of shares subject to the 2018 Plan, (ii) change the designation
of participants, including the class of employees, eligible to receive awards, (iii) decrease the price at which options or stock
appreciation rights may be granted, (iv) cancel, regrant, repurchase for cash, or replace options or stock appreciation rights
that have an exercise price in excess of the fair market value of the common stock with other awards, or amend the terms of outstanding
options or stock appreciation rights to reduce their exercise price, (v) materially increase the benefits accruing to participants
under the 2018 Plan, or (vi) make any modification that will cause incentive stock options to fail to meet the requirements of
Internal Revenue Code Section 422.



Term



The Administrator may grant awards pursuant
to the 2018 Plan until it is discontinued or terminated; provided, however, that ISOs may not be granted after April 12, 2028.



Change of Control



Unless otherwise provided in the terms
of an award, upon a change of control of the Company, as defined in the 2018 Plan, the Administrator may provide for one or more
of the following: (i) the acceleration of the exercisability, vesting, or lapse of the risks of forfeiture of any or all awards
(or portions thereof); (ii) the complete termination of the 2018 Plan and the cancellation of any or all awards (or portions thereof)
that have not been exercised, have not vested, or remain subject to risks of forfeiture, as applicable in each case as of the
effective date of the change of control; (iii) that the entity succeeding the Company by reason of such change of control, or
the parent of such entity, must assume or continue any or all awards (or portions thereof) outstanding immediately prior to the
change of control or substitute for any or all such awards (or portions thereof) a substantially equivalent award with respect
to the securities of such successor entity, as determined in accordance with applicable laws and regulations; or (iv) that participants
holding outstanding awards will become entitled to receive, with respect to each share of common stock subject to such award (whether
vested or unvested, as determined by the Administrator pursuant to the 2018 Plan) as of the effective date of any such change
of control, cash in an amount equal to (1) for participants holding options or stock appreciation rights, the excess of the fair
market value of such common stock on the date immediately preceding the effective date of such change of control over the exercise
price per share of options or stock appreciation rights, or (2) for participants holding awards other than options or stock appreciation
rights, the fair market value of such common stock on the date immediately preceding the effective date of such change of control.
The Administrator need not take the same action with respect to all awards (or portions thereof) or with respect to all participants.



Payment



Upon exercise of an option granted under
the 2018 Plan, and as permitted in the Administrator’s discretion, the option holder may pay the exercise price in cash (or
cash equivalent), by surrendering previously-acquired unencumbered shares of Company common stock, by withholding shares of Company
common stock from the number of shares that would otherwise be issuable upon exercise of the option (e.g., a net share settlement),
through broker-assisted cashless exercise (if compliant with applicable securities laws and any insider trading policies of the
Company), another form of payment authorized by the Administrator, or a combination of any of the foregoing. If the exercise price
is paid, in whole or in part, with Company common stock, the then-current fair market value of the stock delivered or withheld
will be used to calculate the number of shares required to be delivered or withheld.



Transfer Restrictions



Unless permitted by law and expressly
permitted by the 2018 Plan or underlying award agreement, no award will be transferable, other than by will or by the laws of descent
and distribution. The Administrator may permit a recipient of a non-qualified stock option to transfer the award by gift to his
or her “immediate family” or to certain trusts or partnerships (as defined and permitted by applicable federal securities
law).



Forms of Agreement



The Administrator has approved forms
of agreement to govern incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units.
The foregoing summaries of the 2018 Plan and the forms of the agreements do not purport to be complete and are qualified in their
entirety by reference to the text of the 2018 Plan and to the text of the forms of agreement, all of which are filed as exhibits
to the Original Form 10-K.





6






Option Grants



On April 12, 2018, the Company granted
10-year non-qualified stock options to purchase shares of the Company’s common stock pursuant to the 2018 Plan as follows:



|Name            |  | Options Granted | 
|--------------- |  | --------------- | 
|Damon R. Cuzick |  | 1,000,000       | 
|John P. Yeros   |  | 1,200,000       | 
|Danny R. Cuzick |  | 1,500,000       | 
|Tim Gorry       |  | 200,000         | 
|Scott M. Honour |  | 100,000         | 
|Thomas J. Abood |  | 100,000         | 



The options are exercisable at a price
of $2.50 per share, which the Board determined was the fair market value of the Company’s common stock on the grant date.
25% of the options vested on the grant date, and the remaining options vest in equal annual installments on the first, second
and third anniversary of the grant date. However, all unvested options vest immediately upon the Company’s closing on an
aggregate of at least $30,000,000 in any combination of public and private equity and debt financings after the grant date.



J.
Yeros Employment Agreement



On
November 23, 2016, the Company succeeded as a party to the employment agreement between John Yeros and Shock, Inc. (the “J.
Yeros Employment Agreement”), which became effective upon our February 1, 2017 acquisition of Environmental Alternative
Fuels, LLC, and its subsidiary, EVO CNG, LLC. The J. Yeros Employment Agreement provides for an initial term of four years, with
automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term.
Under the J. Yeros Employment Agreement, Mr. Yeros is eligible to earn base compensation of $240,000 per year,
incentive compensation based on Mr. Yeros’ performance as determined by the Company’s board of directors and
awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.



If
Mr. Yeros’ employment is terminated without cause or he resigns with good reason, he would receive severance, subject
to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates,
in an amount equal to: (A) any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits
through his termination date, plus (B) his monthly base salary at the level in effect immediately prior to his
termination date, multiplied by the longer of (1) the period between his last day of employment and the one year anniversary
of his employment if his employment is terminated prior to such one year anniversary or (2) six months.





The
J. Yeros Employment Agreement also includes a customary confidentiality covenant and two-year post-termination nonsolicitation
and non-interference covenants.



K.
Honour Employment Agreement



On
November 23, 2016, the Company succeeded as a party to the employment agreement between Kirk Honour and Shock, Inc. (the “K.
Honour Employment Agreement”), which became effective on February 1, 2017. The K. Honour Employment Agreement provided for
an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the
initial term or any renewal term. Under the K. Honour Employment Agreement, Mr. Honour was eligible to earn base compensation of
$180,000 per year, incentive compensation based on Mr. Honour’s performance as determined by the Company’s board
of directors and awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.
The K. Honour Employment Agreement also included a customary confidentiality covenant and two-year post-termination nonsolicitation
and non-interference covenants.



On
October 9, 2017, Mr. Honour entered into a mutual separation agreement with the Company whereby Mr. Honor and the Company agreed
that (i) Mr. Honour’s last day of employment with the Company was October 9, 2017, (ii) Mr. Honour would be paid an aggregate
of $97,069 within ten business days after the Company raised an aggregate of $2 million in any combination of public or private
debt or equity securities offerings, and (iii) in satisfaction of $240,276 of deferred compensation, the Company would issue 89,092
shares of its common stock to Mr. Honour within ten business days after the Company raised an aggregate of $2 million in any combination
of public or private debt or equity securities offerings. The Company issued the 89,092 shares of common stock to Mr. Honour in
April 2018.



Randy
W. Gilbert Employment Agreement



On
November 23, 2016, the Company succeeded as a party to the employment agreement between Randy W. Gilbert and Shock, Inc. (the
“R. Gilbert Employment Agreement”), which became effective on February 1, 2017. The R. Gilbert Employment Agreement
provided for an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration
of the initial term or any renewal term. Under the R. Gilbert Employment Agreement, Mr. Gilbert was eligible to earn base
compensation of $150,000 per year, incentive compensation based on Mr. Gilbert’s performance as determined by
the Company’s board of directors and awards of stock options pursuant to any plans or arrangements the Company may have
in effect from time to time. The R. Gilbert Employment Agreement also included a customary confidentiality covenant and two-year
post-termination nonsolicitation and non-interference covenants.





7








Mr.
Gilbert resigned as the chief financial officer of the Company effective December 31, 2017, and in connection with his resignation
verbally agreed with the Company that no amounts were owed to Mr. Gilbert after his resignation pursuant to the R. Gilbert Employment
Agreement.



Damon
Cuzick Employment Agreement



On
February 1, 2017, the Company entered into an employment agreement with Damon Cuzick (the “Damon Cuzick Employment Agreement”).
The Damon Cuzick Employment Agreement provides for an initial term of four years, with automatic extensions (absent notice to
the contrary) of one year upon the expiration of the initial term or any renewal term. Under the Damon Cuzick Employment Agreement,
Mr. Cuzick is eligible to earn base compensation of $180,000 per year, incentive compensation based on Mr. Cuzick’s
performance as determined by the Company’s board of directors and awards of stock options pursuant to any plans or arrangements
the Company may have in effect from time to time.



If
Mr. Cuzick’s employment is terminated without cause or he resigns with good reason, he would receive severance, subject
to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates,
equal to any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through his termination
date, plus the greater of: (1) his monthly base salary at the level in effect immediately prior to his termination date,
multiplied by number of full or partial months, if any, in the period beginning on his termination date and ending on the date
his initial employment term would have ended, if later than his termination date or (2) one-half of his annual base salary at
the level in effect immediately prior to his termination date.



The
Damon Cuzick Employment Agreement also includes a customary confidentiality covenant and two-year post-termination nonsolicitation
and non-interference covenants.



Outstanding
Equity Awards at Fiscal Year-End



As
of December 31, 2017, there were no unexercised options, stock that has not vested, or equity
incentive plan awards held by our named executive officers.



Director
Compensation



No
members of our Board of Directors are currently compensated for their services. Our directors are reimbursed for reasonable expenses
incurred in connection with their service and may be compensated by certain stockholders to the extent they were initially appointed
as designees on behalf of such holders.



Compensation
Committee Interlocks and Insider Participation



As
a smaller reporting company, we are not required to provide disclosure pursuant to this item.



Compensation
Committee Report



As
a smaller reporting company, we are not required to provide disclosure pursuant to this item.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table lists, as of April
27, 2018, the number of shares of our voting stock beneficially owned by (i) each person or entity known to us to be the beneficial
owner of more than 5% of our outstanding voting stock; (ii) each of our named executive officers and directors; and (iii) all of
our officers and directors as a group. The beneficial ownership is based on 2,067,120 shares of common stock and 100,000 shares
of Series A Preferred Stock, which vote with the common stock on an as converted basis on all matters presented for a vote of the
holders of common stock, including directors, and are entitled to fifteen votes for each share of Series A Preferred Stock. Unless
otherwise indicated, the address of each person listed below is in the care of EVO Transportation & Energy Services, Inc. 8285
West Lake Pleasant Parkway, Peoria, AZ 85382.



Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a
security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants
currently exercisable or exercisable within 60 days. Shares of our capital stock issuable pursuant to options or warrants are
deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options
or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person.





8








|Name of BeneficialOwner or Identity of Group1                                                             |  | Number of SharesBeneficially Owned |              |  | Percent | 
|--------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------------ |  | ------- | 
|5% Beneficial Owners                                                                                     
|Jerry Moyes
        2710 E. Old Tower Road
        Phoenix, AZ 85034                                      |  |                                    | 2,000,000(2) |  |         | 
|                                                                                                          |  |                                    |              |  |         | 
|Executive Officers and Directors                                                                          |  |                                    |              |  |         | 
|John P. Yeros                                                                                             |  |                                    | 324,650(3)   |  |         | 
|Kirk S. Honour
        315 E. Lake St. Suite 301
        Wayzata, MN 55391                                |  |                                    | 239,297(4)   |  |         | 
|Randy W. Gilbert
        Table Trac, Inc.
        6101 Baker Road, Suite 206
        Minnetonka, MN 55345 |  |                                    | 10,124(5)    |  |         | 
|Scott M. Honour
        315 E. Lake St. Suite 301
        Wayzata, MN 55391                               |  |                                    | 260,173(6)   |  |         | 
|Thomas J. Abood                                                                                           |  |                                    | 151,856(7)   |  |         | 
|Danny R. Cuzick                                                                                           |  |                                    | 1,875,000(8) |  |         | 
|Damon R. Cuzick                                                                                           |  |                                    | 250,000(9)   |  |         | 
|All executive officers and directors as a group (5 persons)                                               |  |                                    | 2,861,679    |  |         | 



*Less
than 1%





|(1) | Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of voting stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes 1,000,000 shares of common stock issuable upon the exercise of warrants.  Mr. Moyes shares voting and dispositive power of his shares with his spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Includes 300,000 shares of common stock issuable upon the exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | Kirk Honour served as the Company’s president until October 2017.  Includes 73,308 shares of common stock issuable upon the exercise of warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5) | Randy Gilbert served as the Company’s chief financial officer until December 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6) | 207,903 shares are owned by Falcon Capital LLC, of which Scott M. Honour is the beneficial owner and 27,270 shares are owned by Honour Capital LP, of which Scott M. Honour is the beneficial owner.   Includes 71,074 shares of common stock issuable upon the exercise of warrants held by Falcon Capital LLC and 25,000 shares of common stock issuable upon the exercise of options held by Scott M. Honour. The business address of Falcon Capital LLC and Honour Capital LP is 315 E. Lake St. Suite 301, Wayzata, MN 55391.                                                                                                                                                              
|(7) | Includes 25,000 shares of common stock issuable upon the exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(8) | Includes 375,000 shares of common stock issuable upon the exercise of options and 100,000 shares of Series A Preferred Stock, representing voting rights of 1,500,000 shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(9) | Includes 250,000 shares of common stock issuable upon the exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





9








Securities
Authorized for Issuance Under Equity Compensation Plans



As
of the end of the most recently completed fiscal year, the Company did not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred
stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued
shares without stockholder approval. Following the end of fiscal year 2017, the Company’s board of directors adopted
an equity compensation plan to retain and incentivize key personnel to drive the success of the Company. Refer to the discussion
in Item 11 of this annual report for a description of the plan.



Item
13. Certain Relationships, Related Transactions, and Director Independence.



Titan
Securities Exchange



Immediately
prior to the Titan Securities Exchange, Titan’s former founders, managing members and directors (including our current directors
and executive officers, John P. Yeros, and Scott M. Honour, and our former executive officers, Kirk S. Honour and Randy Gilbert)
beneficially owned and held a total of 226,125 of Titan’s total 282,626 Class A Membership Units issued and outstanding,
or 80% of Titan’s Units in total. Therefore, Titan’s former founders, managing members and directors were in a position
to control Titan. After giving effect to the Titan Securities Exchange, the Shock Merger and the EAF Securities Exchange, our
executive officers and directors beneficially owned approximately 135,000 of the Company’s 317,207 issued and outstanding
shares of common stock, or approximately 42.4% of the Company’s common stock.



Investments
in and Loans to Titan El Toro LLC



Prior
to our 2016 acquisition of Titan El Toro LLC, a wholly owned subsidiary of Titan that operates our Titan El Toro fueling station,
Titan’s former founders, managing members and directors invested $109,599 of equity in Titan El Toro LLC which they exchanged
for 10,892 Units of Titan. Titan’s former founders, managing members and directors also previously held $594,000 of mezzanine
debt and $367,000 in bridge debt in Titan El Toro LLC. Of those amounts, approximately $942,000 of principal and interest was
exchanged for 31,652 Units of Titan. All Units of Titan were exchanged for shares of our common stock in the Titan Securities
Exchange. In addition, Titan’s former founders, managing members and directors previously held approximately $450,000 in
Junior Bridge Notes and $670,000 in Senior Bridge Notes (as such terms are defined below) until such notes were converted.



Guarantee
of Tradition Facility



On
December 31, 2014, Titan entered into a co-borrower arrangement for a $1,300,000 U.S. Small Business Administration (SBA) note
with Titan El Toro LLC. The proceeds from the note were received by Titan El Toro LLC and the note payable is recorded by Titan
El Toro LLC. The note is a ten year term note with interest fixed at 5.50% for the first five years, then adjusted to the SBA
LIBOR Base Rate, plus 2.35% for the remaining five years. The note requires monthly principal and interest payments of $15,288.
The note is secured by substantially all of Titan’s business assets and is personally guaranteed by certain of Titan’s
former founders, managing members and directors. Titan issued 35,491 Class A Membership Units to those former founders, managing
members and directors as compensation for the guarantee, which Units were subsequently exchanged for shares of our common stock
in connection with the Titan Securities Exchange. The amount outstanding on the note as of December 31, 2017 was $1,093,691. The
note was obtained pursuant to a Loan Agreement with Tradition Capital Bank dated December 31, 2014. The Company was, as of December
31, 2017, and currently is, in violation of certain covenants. We received a waiver to remedy the technical non-compliance under
our SBA Facility for the year ended December 31, 2016, but have not received a waiver for current non-compliance.





EAF Promissory Notes



On February 1, 2017, EVO, Inc. issued
the Senior Promissory Note in the principal amount of $3.8 million to Danny Cuzick and Convertible Notes in the aggregate principal
amount of $9.5 million to the EAF Members. The Senior Promissory Note bears interest at 7.5% per year with a default interest rate
of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private
offering of capital stock of EVO, Inc. in an amount not less than $10 million (a “Private Offering”); (b) December
31, 2017 and (c) declaration by Danny Cuzick of an event of default under the Senior Promissory Note. The Convertible Notes bear
interest at 1.5% per year and have a maturity date of February 1, 2026. On April 2, 2018, the Company and Danny Cuzick entered
into an amendment to the Convertible Promissory Note issued to Danny Cuzick to extend the maturity date of the note to the earlier
of (a) July 1, 2019 and (c) declaration by Danny Cuzick of an event of default under the note.





10






The Convertible Notes are convertible
into 1,400,000 shares (the “Transaction Shares”) of EVO, Inc.’s Common Stock, subject to adjustment for any stock
splits, combinations or similar transactions, representing approximately 81.1% of EVO, Inc.’s total outstanding shares of
Common Stock on a post-transaction basis. Accordingly, the conversion of the Convertible Notes would result in a change in control
of the Company. The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the
issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion into Common Stock
of the Company’s subordinated notes payable to members, Senior Bridge Notes, convertible promissory notes, and certain accounts
payable would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. Pursuant
to the terms of the EAF Exchange Agreement, the EAF Members are entitled to demand registration rights and piggyback registration
rights with respect to the Transaction Shares upon customary terms, limitations, exceptions and conditions. The Convertible Notes
are secured by all of the assets of EAF and the EAF Interests, which the Company pledged to the EAF Members as security for the
Convertible Notes.



Each Convertible Note is convertible
at the applicable holder’s option beginning on the first anniversary of the date of issuance of the Convertible Notes, including
at any time within 90 days after the holder’s receipt of notice of consummation of (1) a reorganization, merger or similar
transaction where EVO, Inc. is not the surviving or resulting entity or (2) the sale of all or substantially all of EVO, Inc. assets,
subject to customary restrictions. Each holder’s conversion option is subject to a monthly limit of the number of shares
of Common Stock equal to 10% of the thirty day average trading volume of shares of Common Stock during the prior calendar month.
The Convertible Notes are also subject to mandatory conversion at the Company’s option beginning on the first anniversary
of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the
price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December
31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior
to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i)
the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations,
or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the
conversion date.



In connection with the closing of the
EAF Exchange Agreement, on February 1, 2017, the Company issued promissory notes to the EAF Members in the aggregate principal
amount of $250,000 that bear interest at 6% per annum with a default rate of 11% per annum and a maturity date of the earlier of
(a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default
under the holder’s note (the “Working Capital Notes”). Subsequent to year end the Working Capital Notes were
paid in full.



In connection with the closing of the
EAF Exchange Agreement, on February 1, 2017, the Company guaranteed a note from EAF to an EAF member dated January 30, 2017 in
the principal amount of $4 million (the “EAF Note”). The EAF Note is secured by all assets of EAF and is guaranteed
by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier
of (a) February 1, 2020 and (b) declaration by the noteholder of an event of default under the EAF Note.



Junior Bridge Notes





On
January 1, 2016, Titan issued eight subordinated notes payable to its former members (the “Junior Bridge Notes”) with
a maturity date of December 31, 2020 for approximately $876,000, as well as 64,387 (equivalent to 56,608 common shares) Class
A Membership Units in Titan. Titan issued an additional Junior Bridge Note on January 1, 2016 for approximately $99,000 to evidence
pre-existing indebtedness. The Junior Bridge Notes bear interest at 12% per year with a default rate of 15% per year. On April
12, 2018, approximately $1,340,261 of the Junior Bridge Notes and related interest were converted into 272,777 shares of Common
Stock at $5.00 per share pursuant to subscription agreements between the Company and the Junior Bridge Note holders.



Senior Bridge Notes



On
February 29, 2016, Titan issued five promissory notes payable to its former members (the “Senior Bridge Notes”) with
an original maturity date of June 28, 2016 for approximately $672,000, as well as 14,762 (equivalent to 18,806 common shares)
Class A Membership Units. The Senior Bridge Notes originally bore interest at 12% per year with a default interest rate of 15%
per year. Two of the Senior Bridge Notes were originally long-term debt of Titan outstanding at December 31, 2015 and converted
into Senior Bridge Notes. In the event of a default under the Senior Bridge Notes, Titan is required to pay the holder a stated
number of Class A Membership Units on the date of default and each 90 day interval thereafter until all amounts due have been
paid in full. Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and effective
March 14, 2016 the interest rate was increased from 12% to 16%. The default interest rate was increased from 15% to 18%. As part
of that first amendment, the note holders received 3,359 Class A Membership Units in Titan (equivalent to 2,953 common shares).
On July 26, 2016, Titan issued an additional Senior Bridge Note for $200,000 with 16% interest and an original maturity date of
October 2016. In September 2016, Titan issued an additional Senior Bridge Note for $150,000 and the Senior Bridge Notes were
amended to extend the maturity date to January 31, 2017 and Titan paid a fee for the extension of 1% of the outstanding principal
balance to the note holders. On January 31, 2017, Titan issued an additional Senior Bridge Note in the principal amount of $400,000.
A fee of 1% of the outstanding principal balance was paid at January 31, 2017, April 30, 2017, and July 31, 2017 to extend the
term of the notes to October 31, 2017. On April 12, 2018, approximately $689,000 of Senior Bridge Notes and related interest were
converted into 275,583 shares of Common Stock at $2.50 per share pursuant to subscription agreements between the Company and certain
of the Senior Bridge Note holders.



11






Share
Escrow Agreement



On
or about March 20, 2018, the Company entered into a Share Escrow Agreement (the “Escrow Agreement”) with certain of
the Company’s shareholders, including entities affiliated with Scott Honour, a director of the Company, and Kirk Honour,
the Company’s former president. Pursuant to the terms of the Escrow Agreement, the shareholders party to the agreement placed
an aggregate of 240,000 shares of Common Stock in escrow, to be held by the Company until such time as one or more third parties
offers to purchase the escrowed shares and the Company approves such purchase or purchases. 75% of the proceeds of the sale or
sales of the escrowed shares will be paid to the Company and will be used by the Company first to repay any amounts outstanding
under the Tradition Capital Bank loan facility, and the remaining 25% of the proceeds will be paid pro rata to the shareholders
party to the Escrow Agreement. In connection with the Escrow Agreement, the Company issued 240,000 warrants to purchase Common
Stock to the shareholders party to the Escrow Agreement, which warrants have an exercise price of $6.11 per share and are exercisable
for a period of five years.



Stock Option Plan and Option Grants



Refer to the discussion in Item 11 of this annual report
for a description of the 2018 Plan and grants made under the 2018 Plan.



Certificate of Designation



On April 13, 2018, the Company filed
a Certificate of Designation of Rights and Preferences of Series A Preferred Stock (the “Certificate of Designation”)
with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to 100,000 shares of Series A Preferred
Stock, par value $0.0001 per share (“Series A Preferred Stock”). The Series A Preferred Stock ranks senior in preference
and priority to the Company’s common stock with respect to dividend and liquidation rights and, except as provided in the
Certificate of Designation or otherwise required by law, will vote with the common stock on an as converted basis on all matters
presented for a vote of the holders of common stock, including directors, and are entitled to fifteen votes for each share of Series
A Preferred Stock held on the record date for the determination of the stockholders entitled to vote or, if no record date is established,
on the date the vote is taken.



The Series A Preferred Stock is convertible
at any time at the option of the holder or the Company at an initial conversion ratio of one share of Common Stock for each share
of Series A Preferred Stock. The initial conversion ratio shall be adjusted in the event of any stock splits, stock dividends and
other recapitalizations. In addition, each share of Series A Preferred Stock will automatically convert to one share of Common
Stock if the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds six
dollars ($6.00) per share for thirty (30) consecutive trading days and the daily trading volume of the Common Stock is at least
twenty thousand (20,000) shares for that same period.



The holders of the Series A Preferred
Stock are entitled to a liquidation preference of $3.00 per share of Series A Preferred Stock plus any accrued but unpaid dividends
upon the liquidation of the Company. The Series A Preferred Stock may be redeemed by the Company at any time at a redemption price
equal to $3.00 plus all accrued but unpaid dividends, and each holder of Series A Preferred Stock may cause the Company to redeem
the holder’s Series A Preferred Stock at any time after August 1, 2018 at a redemption price equal to $3.00 plus all accrued
but unpaid dividends.



The approval of the holders of at least
a majority of the Series A Preferred Stock, voting together as a separate class, is required for the Company to amend the Certificate
of Designation, including by merger or otherwise, to as to alter or repeal the preferences, rights, privileges or powers of the
Series A Preferred Stock in a manner that would adversely affect the rights of the holders of the Series A Preferred Stock.



A copy of the Certificate of Designation
is filed as an exhibit to the Original Form 10-K and is incorporated herein by reference.





12






Issuance of Preferred Stock



On April 12, 2018, the Company approved
the issuance of 100,000 shares of Series A Preferred to Danny R. Cuzick, a member of the Company’s board of directors, as
compensation for services rendered to the Company.





Other
Related Transactions



In
connection with closing the Titan Securities Exchange, the Company issued three convertible promissory notes (the “Minn
Shares Notes”) in the aggregate principal amount of $415,173.98 to Joseph H. Whitney, The Globe Resources Group, LLC and
Richard E. Gilbert. The Minn Shares Notes amended and restated the terms of previously outstanding loans from Richard Gilbert,
Paramount Trading, Ltd. and The Globe Resources Group, LLC. The Minn Shares notes bear interest at the rate of 5% per annum and
mature in November 2019 unless earlier converted. Each Minn Shares Note is convertible at the holder’s option upon (i) a
sale by the Company of not less than $7,500,000 of its equity securities, (ii) a corporate transaction such as a merger, consolidation
or asset sale involving either the sale of all or substantially all of the Company’s assets or the transfer of at least
50% of the Company’s equity securities or (iii) the maturity date. The Minn Share Notes are subject to mandatory conversion
upon the conversion into equity securities of the Junior Bridge Notes and Senior Bridge Notes upon the same conversion terms as
the Junior Bridge Notes and Senior Bridge Notes.



The
Company currently utilizes the office space and equipment of its management at no cost. Management estimates such amounts to be
immaterial.



Director
Independence



Our
securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that
a majority of directors be independent. We evaluate independence by the standards for director independence set forth in the NASDAQ
Listing Rules.



Under NASDAQ Rule 5605(a)(2)(A), a director
is not considered to be independent if he or she also is an executive officer or employee of the corporation. In considering a
director’s independence, the board of directors considers any related-party transactions that currently exist or have occurred
during the timeframes specified by NASDAQ Listing Rule 5605(a)(2) and whether the director has any relationships that, in the
opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. The board of directors determined that Thomas J. Abood is “independent” within the meaning of NASDAQ
Listing Rules. Each of Scott M. Honour and Danny R. Cuzick would not be considered an independent director.



Item
14. Principal Accounting Fees and Services



The
following summarizes the fees we were billed for audit and non-audit services rendered for the fiscal years ended December 31,
2017 and 2016. Lurie, LLP was Titan’s auditor before our acquisition of Titan. EKS&H LLP is our current auditor. No
fees for professional services rendered by EKS&H LLP were incurred during the year ended December 31, 2016 because we did
not engage EKS&H LLP until February 2017.



Audit
Fees



EKS&H’s
audit fees billed were $75,115 for the year ended December 31, 2017. EKS&H’s audit fees billed were $76,000 for the
year ended December 31, 2016, and Lurie, LLP’s audit fees billed in connection with Titan’s financial statements were
$176,000 for the year ended December 31, 2016.



Audit-Related
Fees



Audit-related
fees billed by EKS&H LLP in the fiscal years ended December 31, 2017 and 2016 were $66,935 and $0,
respectively.



Tax
Fees



Tax
fees billed by EKS&H LLP in the fiscal years ended December 31, 2017 and 2016 were $24,090 and $0,
respectively.



All
Other Fees



Other
fees billed by EKS&H LLP for other products and services in the fiscal years ended December 31, 2017 and 2016 were $0
and $0, respectively.



Audit
Committee’s Pre-Approval Process



The
Board of Directors acts as the audit committee of the Company, and accordingly, all fees and services are approved by all the
members of the Board of Directors.





13






SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|                         | EVO
    TRANSPORTATION & ENERGY SERVICES, INC.
|------------------------ | ----------------------------------------------
|                         |                                               
|Date:
    April 30, 2018 | By:                                           
|                         |                                               
|                         |                                               
|                         |                                               



Pursuant
to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|                        |  | Title                       |  | Date              
|----------------------- |  | --------------------------- |  | ------------------
|                        |  |                             |  |                   
|/s/
    John P. Yeros   |  | Chief
    Executive Officer |  | April
    30, 2018
|John
    P. Yeros       |  |                             |  |                   
|                        |  |                             |  |                   
|/s/
    Thomas J. Abood |  | Director                    |  | April
    30, 2018
|Thomas
    J. Abood     |  |                             |  |                   
|                        |  |                             |  |                   
|/s/
    Danny Cuzick    |  | Director                    |  | April
    30,2018 
|Danny
    Cuzick        |  |                             |  |                   
|                        |  |                             |  |                   
|/s/
    Scott M. Honour |  | Director                    |  | April
    30, 2018
|Scott
    M. Honour     |  |                             |  |                   











14






EXHIBIT
INDEX







|Exhibit |  | Description                                                                                                                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*   |  | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s annual report on Form 10-K for the year ended December 31, 2017





|* | Filed
    herewith
|- | ------------------







15