Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017 | |
Document And Entity Information | |
Entity Registrant Name | TRAQIQ, INC. |
Entity Central Index Key | 1,514,056 |
Document Type | 8-K |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | false |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS’/PARTNERS DEFICIT | |||
Total Stockholders’ /Partners Deficit | $ (433,211) | $ (426,440) | |
Ci2i Services, Inc [Member] | |||
Current Assets | |||
Cash and cash equivalents | $ 3,210 | 5,942 | 7,068 |
Accounts receivable, net | 39,326 | ||
Prepaid expenses and other current assets | 3,668 | 3,668 | |
Total Current Assets | 3,210 | 9,610 | 50,062 |
Fixed Assets, net of depreciation | 2,418 | ||
TOTAL ASSETS | 3,210 | 9,610 | 52,480 |
Current Liabilities | |||
Note payable – bank | 54,000 | 75,000 | 75,000 |
Current portion of long-term debt - related party | 243,162 | 249,298 | 167,487 |
Current portion of long-term debt | 11,866 | 94,907 | |
Deferred revenue | 15,000 | ||
Accounts payable and accrued expenses | 148,833 | 106,657 | 126,526 |
Total Current Liabilities | 445,995 | 442,821 | 478,920 |
Long-term debt, net of current portion | 45,000 | ||
TOTAL LIABILITIES | 490,995 | 442,821 | 478,920 |
STOCKHOLDERS’/PARTNERS DEFICIT | |||
Preferred stock value | 350 | ||
Common stock value | 4,140 | 4,140 | 4,140 |
Accumulated Deficit | (492,275) | (437,701) | (430,930) |
Total Stockholders’ /Partners Deficit | (487,785) | (433,211) | (426,440) |
TOTAL LIABILITIES AND STOCKHOLDERS’/PARTNERS DEFICIT | 3,210 | 9,610 | 52,480 |
Ci2i Services, Inc [Member] | Series A Preferred Stock [Member] | |||
STOCKHOLDERS’/PARTNERS DEFICIT | |||
Preferred stock value | 350 | 350 | |
Omnim2m, Inc [Member] | |||
Current Assets | |||
Cash and cash equivalents | 850 | 1,084 | 1,326 |
Accounts receivable, net | 4,115 | 450 | |
Prepaid expenses and other current assets | 18,718 | 31,309 | 800 |
Total Current Assets | 23,683 | 32,393 | 2,576 |
Fixed Assets, net of depreciation | 500 | 1,907 | 8,620 |
TOTAL ASSETS | 24,183 | 34,300 | 11,196 |
Current Liabilities | |||
Current portion of long-term debt - related party | 238,403 | 229,944 | 45,535 |
Accounts payable and accrued expenses | 105,213 | 88,760 | 49,048 |
Total Current Liabilities | 343,616 | 318,704 | 94,583 |
TOTAL LIABILITIES | 343,616 | 318,704 | 94,583 |
STOCKHOLDERS’/PARTNERS DEFICIT | |||
Preferred stock value | 4 | 4 | 4 |
Common stock value | 11 | 11 | 11 |
Additional Paid-in Capital | 1,183,297 | 1,183,297 | 1,168,297 |
Accumulated Deficit | (1,502,745) | (1,467,716) | (1,251,699) |
Total Stockholders’ /Partners Deficit | (319,433) | (284,404) | (83,387) |
TOTAL LIABILITIES AND STOCKHOLDERS’/PARTNERS DEFICIT | $ 24,183 | $ 34,300 | $ 11,196 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Ci2i Services, Inc [Member] | |||
Preferred stock, par value | |||
Preferred stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 |
Preferred stock, shares issued | 1,494,042 | ||
Preferred stock, shares outstanding | 1,494,042 | ||
Common stock, no par value | |||
Common stock, shares authorized | 60,000,000 | 60,000,000 | |
Common stock, shares issued | 15,162,561 | 15,162,561 | |
Common stock, shares outstanding | 15,162,561 | 15,162,561 | |
Ci2i Services, Inc [Member] | Series A Preferred Stock [Member] | |||
Preferred stock, par value | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,494,042 | 1,494,042 | 1,494,042 |
Preferred stock, shares outstanding | 1,494,042 | 1,494,042 | 1,494,042 |
Omnim2m, Inc [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 403,386 | 395,549 | 395,549 |
Preferred stock, shares outstanding | 403,386 | 395,549 | 395,549 |
Common stock, no par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 98,500,000 | 98,500,000 | 98,500,000 |
Common stock, shares issued | 1,080,270 | 1,080,270 | 1,080,270 |
Common stock, shares outstanding | 1,080,270 | 1,080,270 | 1,080,270 |
Statements of Operations
Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
OTHER INCOME (EXPENSES) | ||||
NET LOSS | $ (6,771) | $ (81,281) | ||
Ci2i Services, Inc [Member] | ||||
REVENUE, NET | $ 500 | $ 133,273 | 218,387 | 1,009,997 |
OPERATING EXPENSES | ||||
Salaries and benefits | 27,126 | 27,191 | 471,351 | |
Consulting | 5,000 | 78,282 | 86,959 | 380,194 |
Rent expense | 15,713 | 33,503 | 55,726 | 52,384 |
Professional fees | 14,250 | 9,825 | 19,071 | 28,399 |
General and administrative expense | 9,027 | 19,309 | 38,151 | 104,612 |
Depreciation | 2,418 | 2,418 | 1,613 | |
Total Expenses | 43,990 | 170,463 | 229,516 | 1,038,553 |
NET LOSS BEFORE OTHER INCOME (EXPENSES) | (43,490) | (37,190) | (11,129) | (28,556) |
OTHER INCOME (EXPENSES) | ||||
Gain on sale of fixed assets | 5,945 | 5,945 | ||
Rental income | 11,685 | 18,000 | 49,160 | 36,000 |
Interest expense | (22,769) | (18,435) | (50,747) | (88,725) |
Total Other Income (Expense) | (11,084) | 5,510 | 4,358 | (52,725) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (54,574) | (31,680) | (6,771) | (81,281) |
Provision for income taxes | ||||
NET LOSS | (54,574) | (31,680) | (6,771) | (81,281) |
Omnim2m, Inc [Member] | ||||
REVENUE, NET | 11,742 | 37,406 | 52,013 | 16,123 |
OPERATING EXPENSES | ||||
Salaries and benefits | 185 | 49,651 | 50,563 | 453,557 |
Consulting | 6,600 | 6,825 | 81,292 | |
Research and development | 525 | 89,097 | 66,570 | 193,098 |
Rent expense | 18,000 | 18,000 | 36,000 | |
Professional fees | 26,800 | 19,704 | 27,934 | 25,629 |
General and administrative expense | 555 | 22,993 | 62,783 | 105,618 |
Depreciation | 1,407 | 3,362 | 6,723 | 9,176 |
Total Expenses | 29,472 | 209,407 | 239,398 | 904,370 |
NET LOSS BEFORE OTHER INCOME (EXPENSES) | (17,730) | (172,001) | (187,385) | (888,247) |
OTHER INCOME (EXPENSES) | ||||
Interest expense | (17,299) | (20,904) | (28,632) | (27,709) |
Total Other Income (Expense) | (17,299) | (20,904) | ||
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (35,209) | (192,905) | (216,017) | (915,956) |
Provision for income taxes | ||||
NET LOSS | $ (35,029) | $ (192,905) | $ (216,017) | $ (915,956) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’/Partners Deficit (Ci2i Services, Inc) - USD ($) | Preferred Stock Ci2i Services, Inc [Member] | Common Stock Ci2i Services, Inc [Member] | Accumulated Deficit Ci2i Services, Inc [Member] | Total |
Balance at Dec. 31, 2014 | $ 350 | $ 4,140 | $ (349,649) | $ (345,159) |
Balance, shares at Dec. 31, 2014 | 1,494,042 | 15,162,561 | ||
Net loss for the year | (81,281) | (81,281) | ||
Balance at Dec. 31, 2015 | $ 350 | $ 4,140 | (430,930) | (426,440) |
Balance, shares at Dec. 31, 2015 | 1,494,042 | 15,162,561 | ||
Net loss for the year | (6,771) | (6,771) | ||
Balance at Dec. 31, 2016 | $ 350 | $ 4,140 | (437,701) | (433,211) |
Balance, shares at Dec. 31, 2016 | 1,494,042 | 15,162,561 | ||
Balance at Dec. 31, 2016 | $ 350 | $ 4,140 | (437,701) | (433,211) |
Balance, shares at Dec. 31, 2016 | 1,494,042 | 15,162,561 | ||
Net loss for the year | (54,574) | (54,574) | ||
Balance at Jul. 31, 2017 | $ 350 | $ 4,140 | $ (492,275) | $ (487,785) |
Balance, shares at Jul. 31, 2017 | 1,494,042 | 15,162,561 |
Statement of Changes in Stockh6
Statement of Changes in Stockholders’/Partners Deficit (Omnim2m Inc) - USD ($) | Preferred Stock Omnim2m Inc [Member] | Common Stock Omnim2m Inc [Member] | Additional Paid-In Capital Omnim2m Inc [Member] | Accumulated Deficit Omnim2m Inc [Member] | Stockholders/Partners Deficit [Member] | |||
Balance at Dec. 31, 2014 | [1] | $ 10 | [1] | $ 184,990 | $ (335,743) | $ (150,743) | ||
Balance, shares at Dec. 31, 2014 | [1] | 948,000 | ||||||
Units sold for cash | $ 2 | [1] | $ 1 | [1] | 646,194 | 646,197 | ||
Units sold for cash, shares | [1] | 245,549 | 103,200 | |||||
Units issued in conversion of related party debt | $ 2 | [1] | [1] | 337,113 | 337,115 | |||
Units issued in conversion of related party debt, shares | [1] | 150,000 | 29,070 | |||||
Net loss for the year | [1] | [1] | (915,956) | (915,956) | ||||
Balance at Dec. 31, 2015 | $ 4 | [1] | $ 11 | [1] | 1,168,297 | (1,251,699) | (83,387) | |
Balance, shares at Dec. 31, 2015 | [1] | 395,549 | 1,080,270 | |||||
Units sold for cash | [1] | [1] | 15,000 | 15,000 | ||||
Units sold for cash, shares | [1] | 7,837 | ||||||
Net loss for the year | [1] | [1] | (216,017) | (216,017) | ||||
Balance at Dec. 31, 2016 | $ 4 | [1] | $ 11 | [1] | 1,183,297 | (1,467,716) | (284,404) | |
Balance, shares at Dec. 31, 2016 | [1] | 403,386 | 1,080,270 | |||||
Net loss for the year | (35,029) | (35,029) | ||||||
Balance at Jun. 30, 2017 | $ 4 | $ 11 | 1,183,297 | (1,502,745) | (319,433) | |||
Balance, shares at Jun. 30, 2017 | 403,386 | 1,080,270 | ||||||
Balance at Dec. 31, 2016 | $ 4 | [1] | $ 11 | [1] | $ 1,183,297 | $ (1,467,716) | $ (284,404) | |
Balance, shares at Dec. 31, 2016 | [1] | 403,386 | 1,080,270 | |||||
[1] | Pursuant to the Articles of Conversion as of January 1, 2016, all units of capital in the LLC were converted into shares of the Corporation. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||||
Net loss | $ (6,771) | $ (81,281) | ||
Ci2i Services, Inc [Member] | ||||
CASH FLOW FROM OPERTING ACTIVIITES | ||||
Net loss | $ (54,574) | $ (31,680) | (6,771) | (81,281) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation | 2,418 | 2,418 | 1,613 | |
Gain on sale of fixed assets | (5,945) | (5,945) | ||
Changes in operating assets and liabilities: | ||||
Decrease in accounts receivable | 19,326 | 39,326 | 20,542 | |
Decrease in prepaid expenses | 3,668 | |||
Increase (decrease) in deferred revenue | (15,000) | (15,000) | 15,000 | |
Increase (decrease) in accounts payable and accrued expenses | 42,176 | 53,247 | (19,869) | 77,228 |
Total adjustments | 45,844 | 54,046 | 930 | 114,383 |
Net cash provided by (used in) operating activities | (8,730) | 22,366 | (5,841) | 33,102 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from sales of fixed assets | 5,945 | 5,945 | ||
Net cash provided by investing activities | 5,945 | 5,945 | ||
CASH FLOWS FROM FINANCING ACTIVITES | ||||
Proceeds (repayments) from long-term debt - related parties, net | 38,864 | 6,969 | 81,811 | (83,250) |
Proceeds (repayments) from note payable - bank | (21,000) | |||
Proceeds (repayments) from long-term debt, net | (11,866) | (37,317) | (83,041) | 48,260 |
Net cash used in financing activities | 5,998 | (30,348) | (1,230) | (34,990) |
NET DECREASE IN CASH | (2,732) | (2,037) | (1,126) | (1,888) |
CASH - BEGINNING OF YEAR | 5,942 | 7,068 | 7,068 | 8,956 |
CASH - END OF YEAR | 3,210 | 5,031 | 5,942 | 7,068 |
CASH PAID DURING THE YEAR FOR: | ||||
Interest expense | 1,816 | 18,435 | 19,502 | 43,780 |
Income taxes | ||||
Omnim2m, Inc [Member] | ||||
CASH FLOW FROM OPERTING ACTIVIITES | ||||
Net loss | (35,029) | (192,905) | (216,017) | (915,956) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation | 1,407 | 3,362 | 6,723 | 9,176 |
Changes in operating assets and liabilities: | ||||
Decrease in accounts receivable | (4,115) | 71 | 450 | (450) |
Decrease in prepaid expenses | (14,847) | (30,509) | (800) | |
Increase (decrease) in accounts payable and accrued expenses | 16,453 | 88,445 | 39,702 | 49,177 |
Total adjustments | 13,745 | 77,031 | 16,366 | 57,103 |
Net cash provided by (used in) operating activities | (21,284) | (115,874) | (199,651) | (858,853) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from sales of fixed assets | (11,929) | |||
Net cash provided by investing activities | (11,929) | |||
CASH FLOWS FROM FINANCING ACTIVITES | ||||
Proceeds (repayments) from long-term debt - related parties, net | 21,050 | 100,800 | 184,409 | 222,950 |
Proceeds from sales of stock/units | 15,000 | 15,000 | 646,197 | |
Net cash used in financing activities | 21,050 | 115,800 | 199,409 | 869,147 |
NET DECREASE IN CASH | (234) | (74) | (242) | (1,635) |
CASH - BEGINNING OF YEAR | 1,084 | 1,326 | 1,326 | 2,961 |
CASH - END OF YEAR | 850 | 1,252 | 1,084 | 1,326 |
CASH PAID DURING THE YEAR FOR: | ||||
Interest expense | 2,050 | 4,300 | ||
Income taxes | ||||
SUPPLEMENTAL NON-CASH INFORMATION: | ||||
Related party debt converted to shares/units | $ 337,115 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Organization and Summary of Significant Accounting Policies | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Organization CI2I SERVICES, INC. (the “Company” or “Ci2i”) is an innovative and growth-oriented services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ci2i is a consulting services company that provides marketing and technical services to its clients. These services are delivered both on a Project and a Time & Materials basis. The primary focus has been in the Analytics and Intelligence segments. The Company typically does not own any IP, as all the work is done on behalf of the clients. The Company does most of its business with Microsoft and is looking to diversify into other segments and customers. Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. Cash Cash consists of cash in the bank. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Revenue Recognition Revenue primarily consists of the sale of consulting services. Revenue is recognized when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. If it is determined that either services or milestones were not fully completed, or are for a monthly fee for a period of time, revenue is deferred over the life of that agreement and amortized into current year revenue ratably over the life of the agreement. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . 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. 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. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” Going Concern The Company commenced operations in 1996, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $592,275 since inception. The accumulated deficit as well as recurring losses of $54,574 and $31,680 for the six months ended June 30, 2017 and 2016, and the working capital deficit of $487,785 as of June 30, 2017, have resulted in the uncertainty of the Company to continue as a going concern. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Organization CI2I SERVICES, INC. (the “Company” or “Ci2i”) is an innovative and growth-oriented services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ci2i is a consulting services company that provides marketing and technical services to its clients. These services are delivered both on a Project and a Time & Materials basis. The primary focus has been in the Analytics and Intelligence segments. The Company typically does not own any IP, as all the work is done on behalf of the clients. The Company does most of its business with Microsoft and is looking to diversify into other segments and customers. Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. Cash Cash consists of cash in the bank. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Revenue Recognition Revenue primarily consists of the sale of consulting services. Revenue is recognized when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. If it is determined that either services or milestones were not fully completed, or are for a monthly fee for a period of time, revenue is deferred over the life of that agreement and amortized into current year revenue ratably over the life of the agreement. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . 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. 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. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” Going Concern The Company commenced operations in 1996, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $437,701 since inception. The accumulated deficit as well as recurring losses of $6,771 and $81,281 for the years ended December 31, 2016 and 2015, and the working capital deficit of $433,211 as of December 31, 2016, have resulted in the uncertainty of the Company to continue as a going concern. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Omnim2m, Inc [Member] | ||
Organization and Summary of Significant Accounting Policies | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Organization OmniM2M Inc. (the “Company” or “Omni”) was formed as OmniM2M LLC in 2014 is an innovative and growth-oriented company that develops and deploys “Internet of Things” (IoT) and “Mobile to Mobile” (M2M) products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Omni filed the Articles of Conversion as of January 1, 2016 to convert the company to a “C” corporation. OmniM2M Bundled Solutions: OmniM2M offers a bundled solution to their customer. This bundle typically includes the following components: 1. Hardware: This hardware typically measures temperature, movement, fluid levels, etc. Most of this hardware is bought by the Company. Some hardware, specifically for Pest Control, is designed and built by the Company. 2. Connectivity: The hardware uses Cellular Connectivity to communicate to the Software. The connectivity is procured from the phone company – primarily Verizon. 3. Software: OmniM2M builds this proprietary software. It resides in the cloud and is billed as a subscription service. OmniM2M offers these bundled solutions for the following industries: 1. Pest Control: This was the first industry that the Company initiated work on was for Pest control. The Solution includes a sensor that is mounted on a trap. This sensor alerts the operator (via text message) when a critter is caught. The Company initiated design work on this late in 2014 and built it in 2015. The industry work was mentioned in a Press Release when the partnership with Tomahawk was announced in January 2016. 2. Temperature monitoring: This Solution includes a sensor that measures and monitors temperature. The operator gets a text message (via the software in the cloud) when the temperature is outside the user-defined range. The Company started building this solution in 2015 and deploying in 2016, including a large project at Microsoft (via The Compass Group). 3. Tank Monitoring: This Solution is meant to measure the level of liquid in large tanks. The sensor measures the level and lets the operator know when it reaches the user defined level, thereby avoiding expensive situations of the liquid running out. This Solution is still in Pilot mode and has been deployed at one customer in Western Washington. 4. Future: The Company has efforts underway to build solutions for Golf Courses and Asset Tracking. Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciable lives, determination of technological feasibility, and valuation allowances of deferred tax assets. Actual results could differ from those estimates. Cash Cash consists of cash in the bank. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Intangible assets with definite useful lives are stated at cost less accumulated amortization. The Company has had and currently does have computer software development underway, however, has determined that the costs associated with this development, currently do not meet the requirements for capitalization under ASC 985-20-25. The Company will continue to monitor the development of such software in relationship to the requirements under the ASC in the future to determine if capitalization is warranted. The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the six months ended June 30, 2017 and 2016. Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the six months ended June 30, 2017 and 2016 are included in other general and administrative costs. Software Costs The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed Research and Development Costs Research and development costs are expensed as incurred. Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . Revenue Recognition In regards to revenue, the Company recognizes revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. 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. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” Going Concern The Company commenced operations in 2014, and has experienced typical start-up costs and losses from operations since inception. The accumulated deficit of $1,502,745 as of June 30, 2017, as well as recurring losses of $35,029 and $192,905 for the six months ended June 30, 2017 and 2016, respectively, have resulted in the uncertainty of the Company to continue as a going concern. Additionally, the Company was a working capital deficit in the amount of $319,933. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Organization OmniM2M Inc. (the “Company” or “Omni”) was formed as OmniM2M LLC in 2014 is an innovative and growth-oriented company that develops and deploys “Internet of Things” (IoT) and “Mobile to Mobile” (M2M) products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Omni filed the Articles of Conversion as of January 1, 2016 to convert the company to a “C” corporation. OmniM2M Bundled Solutions: OmniM2M offers a bundled solution to their customer. This bundle typically includes the following components: 1. Hardware: This hardware typically measures temperature, movement, fluid levels, etc. Most of this hardware is bought by the Company. Some hardware, specifically for Pest Control, is designed and built by the Company. 2. Connectivity: The hardware uses Cellular Connectivity to communicate to the Software. The connectivity is procured from the phone company – primarily Verizon. 3. Software: OmniM2M builds this proprietary software. It resides in the cloud and is billed as a subscription service. OmniM2M offers these bundled solutions for the following industries: 1. Pest Control: This was the first industry that the Company initiated work on was for Pest control. The Solution includes a sensor that is mounted on a trap. This sensor alerts the operator (via text message) when a critter is caught. The Company initiated design work on this late in 2014 and built it in 2015. The industry work was mentioned in a Press Release when the partnership with Tomahawk was announced in January 2016. 2 . Temperature monitoring: This Solution includes a sensor that measures and monitors temperature. The operator gets a text message (via the software in the cloud) when the temperature is outside the user-defined range. The Company started building this solution in 2015 and deploying in 2016, including a large project at Microsoft (via The Compass Group). 3. Tank Monitoring: This Solution is meant to measure the level of liquid in large tanks. The sensor measures the level and lets the operator know when it reaches the user defined level, thereby avoiding expensive situations of the liquid running out. This Solution is still in Pilot mode and has been deployed at one customer in Western Washington. 4 . Future: The Company has efforts underway to build solutions for Golf Courses and Asset Tracking. Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciable lives, determination of technological feasibility, and valuation allowances of deferred tax assets. Actual results could differ from those estimates. Cash Cash consists of cash in the bank. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Intangible assets with definite useful lives are stated at cost less accumulated amortization. The Company has had and currently does have computer software development underway, however, has determined that the costs associated with this development, currently do not meet the requirements for capitalization under ASC 985-20-25. The Company will continue to monitor the development of such software in relationship to the requirements under the ASC in the future to determine if capitalization is warranted. The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the years ended December 31, 2016 and 2015. Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the years ended December 31, 2016 and 2015 are included in other general and administrative costs. Software Costs The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed Research and Development Costs Research and development costs are expensed as incurred. Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . Revenue Recognition In regards to revenue, the Company recognizes revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. 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. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” Going Concern The Company commenced operations in 2014, and has experienced typical start-up costs and losses from operations since inception. The accumulated deficit of $1,467,716 as of December 31, 2016, as well as recurring losses of $216,017 and $915,956 for the years ended December 31, 2016 and 2015, respectively, have resulted in the uncertainty of the Company to continue as a going concern. Additionally, the Company was a working capital deficit in the amount of $286,311. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan following a merger transaction in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Property and Equipment | NOTE 2: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of June 30, 2017 and December 31, 2016: 2017 2016 Office Equipment $ 11,926 $ 11,926 Accumulated Depreciation 11,926 11,926 Balance, net $ - $ - Depreciation expense for the six months ended June 30, 2017 and 2016 was $0 and $2,418, respectively. There was no impairment on these assets for this two-year period. The Company sold $5,945 of fully depreciated property and equipment in 2016. The Company recorded a gain on the sale of the property and equipment. | NOTE 2: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2016 and 2015: 2016 2015 Office Equipment $ 11,926 $ 11,926 Accumulated Depreciation 11,926 9,508 Balance, net $ - 2,418 Depreciation expense for the years ended December 31, 2016 and 2015 was $2,418 and $1,613, respectively. There was no impairment on these assets for this two-year period. The Company sold $5,945 of fully depreciated property and equipment in 2016. The Company recorded a gain on the sale of the property and equipment. |
Omnim2m, Inc [Member] | ||
Property and Equipment | NOTE 2: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of June 30, 2017 and December 31, 2016: 2017 2016 Furniture and fixtures $ 2,784 $ 2,784 Office equipment 3,260 3,260 M2M equipment 14,126 14,126 Subtotal 20,170 20,170 Accumulated Depreciation (19,670 ) (18,263 ) Net $ 500 $ 1,907 Depreciation expense for the six months ended June 30, 2017 and 2016 was $1,407 and $3,362, respectively. There was no impairment on these assets for this two-year period. | NOTE 2: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2016 and 2015: 2016 2015 Furniture and fixtures $ 2,784 $ 4,735 Office equipment 3,260 4,907 M2M equipment 14,126 12,943 Computer Software - 2,278 Subtotal 20,170 24,863 Accumulated Depreciation (18,263 ) (16,243 ) Net $ 1,907 $ 8,620 |
Long-term Debt _ Related Partie
Long-term Debt – Related Parties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Long-Term Debt – Related Parties | NOTE 3: LONG-TERM DEBT – RELATED PARTIES The following is a summary of long-term debt – related parties as of June 30, 2017 and December 31, 2016: 2017 2016 Promissory note – Ajay Sikka (a) $ 235,671 $ 226,707 Promissory note – OmniM2M (b) (2,509 ) 12,591 Note payable –Satinder Thiara (c) 10,000 10,000 Total $ 243,162 $ 249,298 (a) This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). Interest expense on this loan for the six months ended June 30, 2017 and 2016 was $16,402 and $15,890, respectively. Accrued interest on this loan at December 31, 2016 is $92,592. (b) This is an unsecured note (advance) from OmniM2M. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. (c) Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the six months ended June 30, 2017 was $827. Accrued interest on this loan at June 30, 2017 is $901. Satinder Thiara is a shareholder of the Company. The entire balance is reflected as a current liability as the amounts are due on demand. | NOTE 3: LONG-TERM DEBT – RELATED PARTIES The following is a summary of long-term debt – related parties as of December 31, 2016 and 2015: 2016 2015 Promissory note – Ajay Sikka (a) $ 226,707 $ 167,487 Promissory note – OmniM2M (b) 12,591 - Note payable –Satinder Thiara (c) 10,000 - Total $ 249,298 $ 167,487 (a) This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). Interest expense on this loan for the years ended December 31, 2016 and 2015 was $31,245 and $44,945, respectively. Accrued interest on this loan at December 31, 2016 is $76,190. (b) This is an unsecured note (advance) from OmniM2M. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. (c) Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the period ended December 31, 2016 was $74. Accrued interest on this loan at December 31, 2016 is $74. Satinder Thiara is a shareholder of the Company. The entire balance is reflected as a current liability as the amounts are due on demand. |
Omnim2m, Inc [Member] | ||
Long-Term Debt – Related Parties | NOTE 3: LONG-TERM DEBT – RELATED PARTIES The following is a summary of long-term debt – related parties as of June 30, 2017 and December 31, 2016: 2017 2016 Promissory note – CEO (a) $ 213,894 $ 207,944 Promissory note – Satinder Thiara (b) 22,000 22,000 Promissory note – Ci2i (c) 2,509 (12,591 ) Total (all current portion) $ 238,403 $ 217,353 (a) This is an unsecured loan from the CEO entered into January 1, 2015. It is due on demand and therefore reflected as a current liability. The loan accrues interest at 15% per annum (1.25% monthly). Interest expense on this loan for the six months ended June 30, 2017and 2016, was $15,649 and $11,066, respectively. Accrued interest at June 30, 2017 was $65,489. (b) This is an unsecured loan from Satinder Thiara entered into May 25, 2016, with an interest rate of 15% per annum (1.25% monthly), due December 31, 2017. Satinder Thiara is a shareholder of the Company. Interest expense on this loan for the six months ended June 30, 2017 was $1,650 and for the period May 25, 2016 through June 30, 2016 was $550. Accrued interest at June 30, 2017 was $3,850. (c) This is an unsecured note (advance) from Ci2i. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. | NOTE 3: LONG-TERM DEBT – RELATED PARTIES The following is a summary of long-term debt – related parties as of December 31, 2016 and 2015: 2016 2015 Promissory note – CEO (a) $ 207,944 $ 45,535 Promissory note – Satinder Thiara (b) 22,000 - Total (all current portion) $ 229,944 $ 45,535 (a) This is an unsecured loan from the CEO entered into January 1, 2015. It is due on demand and therefore reflected as a current liability. The loan accrues interest at 15% per annum (1.25% monthly). Interest expense on this loan for the years ended December 31, 2016 and 2015, was $22,131 and $27,709, respectively. Accrued interest at December 31, 2016 was $49,840. (b) This is an unsecured loan from Satinder Thiara entered into May 25, 2016, with an interest rate of 15% per annum (1.25% monthly), due December 31, 2017. Satinder Thiara is a shareholder of the Company. Interest expense on this loan for the period ended December 31, 2016 was $2,200. Accrued interest at December 31, 2016 was $2,200. |
Note Payable _ Bank
Note Payable – Bank | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Note Payable – Bank | NOTE 4: NOTE PAYABLE - BANK The Company has a $75,000 Line of Credit at a 4.5% interest with Wells Fargo bank. This is secured by the Company’s assets and is personally guaranteed by the company’s CEO. Of this amount $21,000 was repaid in the six months ended June 30, 2017, leaving a balance due of $54,000 as of June 30, 2017.Interest expense on this note for the six months ended June 30, 2017 and 2016 was $1,421 and $1,912, respectively. | NOTE 4: NOTE PAYABLE – BANK The Company has a $75,000 Line of Credit at a 4.5% interest with Wells Fargo bank. This is secured by the Company’s assets and is personally guaranteed by the company’s CEO. Interest expense on this note for the years ended December 31, 2016 and 2015 was $3,823 and $3,782, respectively. |
Long-term Debt
Long-term Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Long-term Debt | NOTE 5: LONG-TERM DEBT The following is a summary of long-term debt as of June 30, 2017 and December 31, 2016: 2017 2016 Promissory notes – Kabbage (a) $ - $ 11,866 Promissory note – Fora Financial (b) - - Note payable – Swarn Singh (c) 45,000 - Total 45,000 11,866 Current portion - 11,866 Total – net of current portion $ 45,000 $ - (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) There were a total of 2 loans from Fora Financial personally guaranteed by the CEO and all paid off by December 31, 2016. (c) Note payable to Swarn Singh entered into January 2017 ($25,000) and February 2017 ($20,000), at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the six months ended June 30, 2017 was $3,724. Accrued interest on this loan at June 30, 2017 is $3,724. Both notes are due December 31, 2018. | NOTE 5: LONG-TERM DEBT The following is a summary of long-term debt – related parties as of December 31, 2016 and 2015: 2016 2015 Promissory notes – Kabbage (a) $ 11,866 $ 26,956 Promissory note – Fora Financial (b) - 67,951 Total $ 11,866 $ 94,907 (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) There were a total of 2 loans from Fora Financial personally guaranteed by the CEO and all paid off by December 31, 2016. All of this debt is considered current as of December 31, 2016 and 2015. |
Stockholders_ _ Partners Defici
Stockholders’ / Partners Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Stockholders’ / Partners Deficit | NOTE 6: STOCKHOLDERS’ DEFICIT On September 2, 1998, the Company was formed as Sikkatech Inc with common stock (without par value) authorizing a total of 1,000 shares. Of this pool the founders bought shares as follows for a total of $3,000: Ajay Sikka: 100 shares $10 each Dharam V Sikka: 100 shares $10 each Virandra Sikka: 100 shares $10 each The Company changed its name to IndiaHQ Solutions, Inc. and filed amended articles and bylaws on September 26, 2000. These revisions authorized 60,000,000 Common shares and 40,000,000 Preferred shares, with no par value. On June 3, 2002, the Company further went on to designate 5,000,000 of the 40,000,000 shares of preferred stock as Series A Convertible Preferred Stock (“Series A Preferred”). The Series A Convertible Preferred Stock shall have the relative powers, preferences and rights, and qualifications, limitations and restrictions as follows: Dividends – Except as otherwise provided by law, the Series A Preferred shall not be entitled to any dividends. Liquidation Preference – In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series A Preferred shall be entitled to receive, subject to the prior preferences and rights of any class of stock that has higher ranking and before any payment shall be made in respect of the Company’s common stock or other junior stock, by reason of their ownership thereof, an amount equal to $0.12640 per share, for each share of Series A Preferred then held by them. Voting – The holder of each share of Series A Preferred shall be entitled to the number of votes equal to the number of common stock into which such share of Series A Preferred could then be converted. Conversion – Automatic conversion upon the earlier of (i) the effectiveness of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, of at least $20,000,000, or (ii) a sale of all or substantially all of the common stock or assets of the Company. The conversion price shall initially be $0.12640 per share for the Series A Preferred. The Company subsequently changed its name to Ci2i Services, Inc. on May 24, 2004. The Company has issued a total of 15,162,561 common shares and 1,494,042 preferred shares, all of which are Series A Preferred, between 2000 and 2008, for a total of $4,490 when the Company had no value. The cash amounts were mostly at par value. | NOTE 6: STOCKHOLDERS’ DEFICIT On September 2, 1998, the Company was formed as Sikkatech Inc with common stock (without par value) authorizing a total of 1,000 shares. Of this pool the founders bought shares as follows for a total of $3,000: Ajay Sikka: 100 shares $10 each Dharam V Sikka: 100 shares $10 each Virandra Sikka: 100 shares $10 each The Company changed its name to IndiaHQ Solutions, Inc. and filed amended articles and bylaws on September 26, 2000. These revisions authorized 60,000,000 Common shares and 40,000,000 Preferred shares, with no par value. On June 3, 2002, the Company further went on to designate 5,000,000 of the 40,000,000 shares of preferred stock as Series A Convertible Preferred Stock (“Series A Preferred”). The Series A Convertible Preferred Stock shall have the relative powers, preferences and rights, and qualifications, limitations and restrictions as follows: Dividends – Except as otherwise provided by law, the Series A Preferred shall not be entitled to any dividends. Liquidation Preference – In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series A Preferred shall be entitled to receive, subject to the prior preferences and rights of any class of stock that has higher ranking and before any payment shall be made in respect of the Company’s common stock or other junior stock, by reason of their ownership thereof, an amount equal to $0.12640 per share, for each share of Series A Preferred then held by them. Voting – The holder of each share of Series A Preferred shall be entitled to the number of votes equal to the number of common stock into which such share of Series A Preferred could then be converted. Conversion – Automatic conversion upon the earlier of (i) the effectiveness of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, of at least $20,000,000, or (ii) a sale of all or substantially all of the common stock or assets of the Company. The conversion price shall initially be $0.12640 per share for the Series A Preferred. The Company subsequently changed its name to Ci2i Services, Inc. on May 24, 2004. The Company has issued a total of 15,162,561 common shares and 1,494,042 preferred shares, all of which are Series A Preferred, between 2000 and 2008, for a total of $4,490 when the Company had no value. The cash amounts were mostly at par value. |
Omnim2m, Inc [Member] | ||
Stockholders’ / Partners Deficit | NOTE 4: STOCKHOLDERS’/PARTNERS DEFICIT On May 27, 2014, OmniM2M LLC was formed, and authorized to issue 100,000,000 common units. For purposes of disclosure, units and shares are used synonymously due to the conversion from an LLC to a “C” corporation in 2016. The Company has the authorization to issue up to 1,500,000 of preferred units (“Series Seed Preferred Units”), and 98,500,000 common units, each with a par value of $0.00001. In June and July, 2014, the Company issued 948,000 common units for $185,000. In 2015, the Company issued 29,070 common units for $50,000 to a shareholder of the Company to convert a portion of his loan, and 103,200 common units for $176,194. In 2015, there were 150,000 preferred units issued to a shareholder of the Company for $287,115 to convert a portion of his loan, and 245,549 preferred units sold for $470,003. The Series Seed Preferred units were incorporated with 1,500,000 units with a par value of $0.00001. General Preferences and Rights - The Series Seed Preferred Members of the Company are entitled, to the fullest extent applicable, to all rights, privileges, and preferences applicable to Series Seed Preferred Members of the Company generally. Liquidation - In the event of a liquidation, Series Seed Preferred Units shall be entitled to receive, in preference to the common units of the Company, liquidating distributions upon the occurrence of a liquidation, in the amount equal to one times (1x) the original capital contribution for such Series Seed Preferred units. In the event of a liquidation, after satisfying all creditors of the Company, Series Seed Preferred Unit holders will then have their distributions, followed by the common holders. On January 1, 2016, OmniM2M LLC was converted into a “C” Corporation, and all the Units were converted to Shares. In 2016, the Company issued an additional 7,837 preferred shares for $15,000. As of June 30, 2017 and December 31, 2016, the Company has 403,386 preferred shares and 1,080,270 common shares issued and outstanding. | NOTE 4: STOCKHOLDERS’/PARTNERS DEFICIT On May 27, 2014, OmniM2M LLC was formed, and authorized to issue 100,000,000 common units. For purposes of disclosure, units and shares are used synonymously due to the conversion from an LLC to a “C” corporation in 2016. The Company has the authorization to issue up to 1,500,000 of preferred units (“Series Seed Preferred Units”), and 98,500,000 common units, each with a par value of $0.00001. In June and July, 2014, the Company issued 948,000 common units for $185,000. In 2015, the Company issued 29,070 common units for $50,000 to a shareholder of the Company to convert a portion of his loan, and 103,200 common units for $176,194. In 2015, there were 150,000 preferred units issued to a shareholder of the Company for $287,115 to convert a portion of his loan, and 245,549 preferred units sold for $470,003. The Series Seed Preferred units were incorporated with 1,500,000 units with a par value of $0.00001. General Preferences and Rights - The Series Seed Preferred Members of the Company are entitled, to the fullest extent applicable, to all rights, privileges, and preferences applicable to Series Seed Preferred Members of the Company generally. Liquidation - In the event of a liquidation, Series Seed Preferred Units shall be entitled to receive, in preference to the common units of the Company, liquidating distributions upon the occurrence of a liquidation, in the amount equal to one times (1x) the original capital contribution for such Series Seed Preferred units. In the event of a liquidation, after satisfying all creditors of the Company, Series Seed Preferred Unit holders will then have their distributions, followed by the common holders. On January 1, 2016, OmniM2M LLC was converted into a “C” Corporation, and all the Units were converted to Shares. In 2016, the Company issued an additional 7,837 preferred shares for $15,000. As of December 31, 2016, the Company has 403,386 preferred shares and 1,080,270 common shares issued and outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Commitments and Contingencies | NOTE 7: COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases an office from Grader Properties, for $3,895, per month, through April 30, 2017. This office was partially subleased to OmniM2M for $3,000 per month till June 30, 2016. The office was sub-leased to Recordpointe USA Inc for $3,895 per month after June 30, 2016. Rent expense for the six months ended June 30, 2017 and 2016 were $15,713 and $33,503, respectively. Rental income from the sublease for the six months ended June 30, 2017 and 2016 were $11,685 and $18,000, respectively. | NOTE 7: COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases an office from Grader Properties, for $3,895, per month, through April 30, 2017. This office was partially subleased to OmniM2M for $3,000 per month till June 30, 2016. The office is currently sub-leased to Recordpointe USA Inc for $3,895 per month. Rent expense for the year ended December 31, 2016 and 2015 were $55,726 and $52,384, respectively. Rental income from the sublease for the years ended December 31, 2016 and 2015 were $49,160 ($31,160 from Recordpointe and $18,000 from OmniM2M) and $36,000, respectively. |
Omnim2m, Inc [Member] | ||
Commitments and Contingencies | NOTE 5: COMMITMENTS AND CONTINGENCIES Operating Leases The Company subleases office space from Ci2i Services, Inc., a related party for $3,000 per month through April 2017, but no rental occurred in 2017. Rent expense for the six months ended June 30, 2017 and 2016, were $0 and $18,000, respectively. The last six months of 2016 and all of 2017 was rent-free as Ci2i subleased the office to another company, and the OmniM2M team was working remotely. OmniM2M expects to move into a new office in Bellevue in 2017. | NOTE 5: COMMITMENTS AND CONTINGENCIES Operating Leases The Company subleases office space from Ci2i Services, Inc., a related party for $3,000 per month through April 2017. Rent expense for the years ended December 31, 2016 and 2015, were $18,000 and $36,000, respectively. The last six months of 2016 was rent-free as Ci2i subleased the office to another company, and the OmniM2M team was working remotely. OmniM2M expects to move into a new office in Bellevue in February 2017. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Provision for Income Taxes | NOTE 8: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the six months ended June 30, 2017 and the year ended December 31, 2016 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of June 30, 2017 As of December 31, 2016 Deferred tax assets: Net operating loss before non-deductible items $ (492,275 ) $ (437,701 ) Tax rate 34 % 34 % Total deferred tax assets 167,374 148,818 Less: Valuation allowance (167,374 ) (148,818 ) Net deferred tax assets $ - $ - As of June 30, 2017, the Company has a net operating loss carry forward of $492,275 expiring through 2037. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. The valuation allowance was increased by $18,556 in 2017. | NOTE 8: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2016 and 2015 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of December 31, 2016 As of December 31, 2015 Deferred tax assets: Net operating loss before non-deductible items $ (437,701 ) $ (430,930 ) Tax rate 34 % 34 % Total deferred tax assets 148,818 146,516 Less: Valuation allowance (148,818 ) (146,516 ) Net deferred tax assets $ - $ - As of December 31, 2016, the Company has a net operating loss carry forward of $437,701 expiring through 2036. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. The valuation allowance was increased by $2,302 in 2016. |
Omnim2m, Inc [Member] | ||
Provision for Income Taxes | NOTE 6: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the six months ended June 30, 2017 and the year ended December 31, 2016 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of June 30, 2017 As of December 31, 2016 Deferred tax assets: Net operating loss before non-deductible items $ (251,046 ) $ (216,017 ) Tax rate 34 % 34 % Total deferred tax assets 85,356 73,446 Less: Valuation allowance (85,356 ) (73,446 ) Net deferred tax assets $ - $ - As of June 30,2017, the Company has a net operating loss carry forward of $251,046 expiring through 2037. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. | NOTE 6: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the year ended December 31, 2016 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of December 31, 2016 Deferred tax assets: Net operating loss before non-deductible items $ (216,017 ) Tax rate 34 % Total deferred tax assets 73,446 Less: Valuation allowance (73,446 ) Net deferred tax assets $ - As of December 31, 2016, the Company has a net operating loss carry forward of $216,017 expiring through 2036. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. |
Concentrations
Concentrations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Concentrations | nOTE 9: CONCENTRATIONS During the six months ended June 30, 2017 and 2016, the Company had one and two major customers comprising 100% and 99% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. | nOTE 9: CONCENTRATIONS During the years ended December 31, 2016 and 2015, the Company had two and three major customers comprising 81% and 90% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had three customers as of December 31, 2015 with accounts receivable balances representing 85% of the total accounts receivable. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. |
Omnim2m, Inc [Member] | ||
Concentrations | nOTE 7: CONCENTRATIONS During the six months ended June 30, 2017 and 2016, the Company had three and two major customers comprising 63% and 89% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had three customers as of June 30, 2017 with accounts receivable balances of 100% of the total accounts receivable. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. | nOTE 7: CONCENTRATIONS During the years ended December 31, 2016 and 2015, the Company had two and one major customer comprising 61% and 44% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had two customers as of December 31, 2015 with accounts receivable balances of 100% of the total accounts receivable. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Subsequent Events | nOTE 10: SUBSEQUENT EVENTS The Company is currently in discussion with acquirers and investors, and expects to be part of a publicly traded entity in 2017. There is nothing definitive as of the date of the financial statements. | nOTE 10: SUBSEQUENT EVENTS The Company is currently in discussion with acquirers and investors, and expects to be part of a publicly traded entity in 2017. There is nothing definitive as of the date of the financial statements. |
Omnim2m, Inc [Member] | ||
Subsequent Events | nOTE 8: SUBSEQUENT EVENTS The Company is currently in discussion with acquirers and investors, and expects to be part of a publicly traded entity in 2017. There is nothing definitive as of the date of the financial statements. | nOTE 8: SUBSEQUENT EVENTS The Company is currently in discussion with acquirers and investors, and expects to be part of a publicly traded entity in 2017. There is nothing definitive as of the date of the financial statements. |
Organization and Summary of S18
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Nature of Business and Organization | Nature of Business and Organization CI2I SERVICES, INC. (the “Company” or “Ci2i”) is an innovative and growth-oriented services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ci2i is a consulting services company that provides marketing and technical services to its clients. These services are delivered both on a Project and a Time & Materials basis. The primary focus has been in the Analytics and Intelligence segments. The Company typically does not own any IP, as all the work is done on behalf of the clients. The Company does most of its business with Microsoft and is looking to diversify into other segments and customers. | Nature of Business and Organization CI2I SERVICES, INC. (the “Company” or “Ci2i”) is an innovative and growth-oriented services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ci2i is a consulting services company that provides marketing and technical services to its clients. These services are delivered both on a Project and a Time & Materials basis. The primary focus has been in the Analytics and Intelligence segments. The Company typically does not own any IP, as all the work is done on behalf of the clients. The Company does most of its business with Microsoft and is looking to diversify into other segments and customers. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. |
Cash | Cash Cash consists of cash in the bank. | Cash Cash consists of cash in the bank. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . | Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . |
Revenue Recognition | Revenue Recognition Revenue primarily consists of the sale of consulting services. Revenue is recognized when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. If it is determined that either services or milestones were not fully completed, or are for a monthly fee for a period of time, revenue is deferred over the life of that agreement and amortized into current year revenue ratably over the life of the agreement. | Revenue Recognition Revenue primarily consists of the sale of consulting services. Revenue is recognized when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. If it is determined that either services or milestones were not fully completed, or are for a monthly fee for a period of time, revenue is deferred over the life of that agreement and amortized into current year revenue ratably over the life of the agreement. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. |
Uncertain Tax Positions | 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. | 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. |
Earnings (Loss) Per Share of Common Stock | 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. | 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. |
Related Party Transactions | 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. | 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” | Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” |
Going Concern | Going Concern The Company commenced operations in 1996, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $592,275 since inception. The accumulated deficit as well as recurring losses of $54,574 and $31,680 for the six months ended June 30, 2017 and 2016, and the working capital deficit of $487,785 as of June 30, 2017, have resulted in the uncertainty of the Company to continue as a going concern. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. | Going Concern The Company commenced operations in 1996, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $437,701 since inception. The accumulated deficit as well as recurring losses of $6,771 and $81,281 for the years ended December 31, 2016 and 2015, and the working capital deficit of $433,211 as of December 31, 2016, have resulted in the uncertainty of the Company to continue as a going concern. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Omnim2m, Inc [Member] | ||
Nature of Business and Organization | Nature of Business and Organization OmniM2M Inc. (the “Company” or “Omni”) was formed as OmniM2M LLC in 2014 is an innovative and growth-oriented company that develops and deploys “Internet of Things” (IoT) and “Mobile to Mobile” (M2M) products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Omni filed the Articles of Conversion as of January 1, 2016 to convert the company to a “C” corporation. OmniM2M Bundled Solutions: OmniM2M offers a bundled solution to their customer. This bundle typically includes the following components: 1. Hardware: This hardware typically measures temperature, movement, fluid levels, etc. Most of this hardware is bought by the Company. Some hardware, specifically for Pest Control, is designed and built by the Company. 2. Connectivity: The hardware uses Cellular Connectivity to communicate to the Software. The connectivity is procured from the phone company – primarily Verizon. 3. Software: OmniM2M builds this proprietary software. It resides in the cloud and is billed as a subscription service. OmniM2M offers these bundled solutions for the following industries: 1. Pest Control: This was the first industry that the Company initiated work on was for Pest control. The Solution includes a sensor that is mounted on a trap. This sensor alerts the operator (via text message) when a critter is caught. The Company initiated design work on this late in 2014 and built it in 2015. The industry work was mentioned in a Press Release when the partnership with Tomahawk was announced in January 2016. 2. Temperature monitoring: This Solution includes a sensor that measures and monitors temperature. The operator gets a text message (via the software in the cloud) when the temperature is outside the user-defined range. The Company started building this solution in 2015 and deploying in 2016, including a large project at Microsoft (via The Compass Group). 3. Tank Monitoring: This Solution is meant to measure the level of liquid in large tanks. The sensor measures the level and lets the operator know when it reaches the user defined level, thereby avoiding expensive situations of the liquid running out. This Solution is still in Pilot mode and has been deployed at one customer in Western Washington. 4. Future: The Company has efforts underway to build solutions for Golf Courses and Asset Tracking. | Nature of Business and Organization OmniM2M Inc. (the “Company” or “Omni”) was formed as OmniM2M LLC in 2014 is an innovative and growth-oriented company that develops and deploys “Internet of Things” (IoT) and “Mobile to Mobile” (M2M) products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Omni filed the Articles of Conversion as of January 1, 2016 to convert the company to a “C” corporation. OmniM2M Bundled Solutions: OmniM2M offers a bundled solution to their customer. This bundle typically includes the following components: 1. Hardware: This hardware typically measures temperature, movement, fluid levels, etc. Most of this hardware is bought by the Company. Some hardware, specifically for Pest Control, is designed and built by the Company. 2. Connectivity: The hardware uses Cellular Connectivity to communicate to the Software. The connectivity is procured from the phone company – primarily Verizon. 3. Software: OmniM2M builds this proprietary software. It resides in the cloud and is billed as a subscription service. OmniM2M offers these bundled solutions for the following industries: 1. Pest Control: This was the first industry that the Company initiated work on was for Pest control. The Solution includes a sensor that is mounted on a trap. This sensor alerts the operator (via text message) when a critter is caught. The Company initiated design work on this late in 2014 and built it in 2015. The industry work was mentioned in a Press Release when the partnership with Tomahawk was announced in January 2016. 2 . Temperature monitoring: This Solution includes a sensor that measures and monitors temperature. The operator gets a text message (via the software in the cloud) when the temperature is outside the user-defined range. The Company started building this solution in 2015 and deploying in 2016, including a large project at Microsoft (via The Compass Group). 3. Tank Monitoring: This Solution is meant to measure the level of liquid in large tanks. The sensor measures the level and lets the operator know when it reaches the user defined level, thereby avoiding expensive situations of the liquid running out. This Solution is still in Pilot mode and has been deployed at one customer in Western Washington. 4 . Future: The Company has efforts underway to build solutions for Golf Courses and Asset Tracking. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management’s opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciable lives, determination of technological feasibility, and valuation allowances of deferred tax assets. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciable lives, determination of technological feasibility, and valuation allowances of deferred tax assets. Actual results could differ from those estimates. |
Cash | Cash Cash consists of cash in the bank. | Cash Cash consists of cash in the bank. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Intangible assets with definite useful lives are stated at cost less accumulated amortization. The Company has had and currently does have computer software development underway, however, has determined that the costs associated with this development, currently do not meet the requirements for capitalization under ASC 985-20-25. The Company will continue to monitor the development of such software in relationship to the requirements under the ASC in the future to determine if capitalization is warranted. The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the six months ended June 30, 2017 and 2016. | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Intangible assets with definite useful lives are stated at cost less accumulated amortization. The Company has had and currently does have computer software development underway, however, has determined that the costs associated with this development, currently do not meet the requirements for capitalization under ASC 985-20-25. The Company will continue to monitor the development of such software in relationship to the requirements under the ASC in the future to determine if capitalization is warranted. The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the years ended December 31, 2016 and 2015. |
Advertising Expense | Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the six months ended June 30, 2017 and 2016 are included in other general and administrative costs. | Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the years ended December 31, 2016 and 2015 are included in other general and administrative costs. |
Software Costs | Software Costs The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed | Software Costs The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. | Research and Development Costs Research and development costs are expensed as incurred. |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . | Subsequent Events Subsequent events were evaluated through the date the financial statements were issued . |
Revenue Recognition | Revenue Recognition In regards to revenue, the Company recognizes revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. | Revenue Recognition In regards to revenue, the Company recognizes revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. |
Uncertain Tax Positions | 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. | 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 their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. |
Related Party Transactions | 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. | 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” | Going Concern The Company commenced operations in 2014, and has experienced typical start-up costs and losses from operations since inception. The accumulated deficit of $1,467,716 as of December 31, 2016, as well as recurring losses of $216,017 and $915,956 for the years ended December 31, 2016 and 2015, respectively, have resulted in the uncertainty of the Company to continue as a going concern. Additionally, the Company was a working capital deficit in the amount of $286,311. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan following a merger transaction in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Going Concern | Going Concern The Company commenced operations in 2014, and has experienced typical start-up costs and losses from operations since inception. The accumulated deficit of $1,502,745 as of June 30, 2017, as well as recurring losses of $35,029 and $192,905 for the six months ended June 30, 2017 and 2016, respectively, have resulted in the uncertainty of the Company to continue as a going concern. Additionally, the Company was a working capital deficit in the amount of $319,933. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. | Going Concern The Company commenced operations in 2014, and has experienced typical start-up costs and losses from operations since inception. The accumulated deficit of $1,467,716 as of December 31, 2016, as well as recurring losses of $216,017 and $915,956 for the years ended December 31, 2016 and 2015, respectively, have resulted in the uncertainty of the Company to continue as a going concern. Additionally, the Company was a working capital deficit in the amount of $286,311. These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan following a merger transaction in 2017. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following as of June 30, 2017 and December 31, 2016: 2017 2016 Office Equipment $ 11,926 $ 11,926 Accumulated Depreciation 11,926 11,926 Balance, net $ - $ - | Property and equipment consisted of the following as of December 31, 2016 and 2015: 2016 2015 Office Equipment $ 11,926 $ 11,926 Accumulated Depreciation 11,926 9,508 Balance, net $ - 2,418 |
Omnim2m, Inc [Member] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following as of June 30, 2017 and December 31, 2016: 2017 2016 Furniture and fixtures $ 2,784 $ 2,784 Office equipment 3,260 3,260 M2M equipment 14,126 14,126 Subtotal 20,170 20,170 Accumulated Depreciation (19,670 ) (18,263 ) Net $ 500 $ 1,907 | Property and equipment consisted of the following as of December 31, 2016 and 2015: 2016 2015 Furniture and fixtures $ 2,784 $ 4,735 Office equipment 3,260 4,907 M2M equipment 14,126 12,943 Computer Software - 2,278 Subtotal 20,170 24,863 Accumulated Depreciation (18,263 ) (16,243 ) Net $ 1,907 $ 8,620 |
Long-Term Debt _ Related Part20
Long-Term Debt – Related Parties (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Schedule of Long-Term Debt – Related Parties | The following is a summary of long-term debt – related parties as of June 30, 2017 and December 31, 2016: 2017 2016 Promissory note – Ajay Sikka (a) $ 235,671 $ 226,707 Promissory note – OmniM2M (b) (2,509 ) 12,591 Note payable –Satinder Thiara (c) 10,000 10,000 Total $ 243,162 $ 249,298 (a) This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). Interest expense on this loan for the six months ended June 30, 2017 and 2016 was $16,402 and $15,890, respectively. Accrued interest on this loan at December 31, 2016 is $92,592. (b) This is an unsecured note (advance) from OmniM2M. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. (c) Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the six months ended June 30, 2017 was $827. Accrued interest on this loan at June 30, 2017 is $901. Satinder Thiara is a shareholder of the Company. | The following is a summary of long-term debt – related parties as of December 31, 2016 and 2015: 2016 2015 Promissory note – Ajay Sikka (a) $ 226,707 $ 167,487 Promissory note – OmniM2M (b) 12,591 - Note payable –Satinder Thiara (c) 10,000 - Total $ 249,298 $ 167,487 (a) This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). Interest expense on this loan for the years ended December 31, 2016 and 2015 was $31,245 and $44,945, respectively. Accrued interest on this loan at December 31, 2016 is $76,190. (b) This is an unsecured note (advance) from OmniM2M. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. (c) Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the period ended December 31, 2016 was $74. Accrued interest on this loan at December 31, 2016 is $74. Satinder Thiara is a shareholder of the Company. |
Omnim2m, Inc [Member] | ||
Schedule of Long-Term Debt – Related Parties | The following is a summary of long-term debt – related parties as of June 30, 2017 and December 31, 2016: 2017 2016 Promissory note – CEO (a) $ 213,894 $ 207,944 Promissory note – Satinder Thiara (b) 22,000 22,000 Promissory note – Ci2i (c) 2,509 (12,591 ) Total (all current portion) $ 238,403 $ 217,353 (a) This is an unsecured loan from the CEO entered into January 1, 2015. It is due on demand and therefore reflected as a current liability. The loan accrues interest at 15% per annum (1.25% monthly). Interest expense on this loan for the six months ended June 30, 2017and 2016, was $15,649 and $11,066, respectively. Accrued interest at June 30, 2017 was $65,489. (b) This is an unsecured loan from Satinder Thiara entered into May 25, 2016, with an interest rate of 15% per annum (1.25% monthly), due December 31, 2017. Satinder Thiara is a shareholder of the Company. Interest expense on this loan for the six months ended June 30, 2017 was $1,650 and for the period May 25, 2016 through June 30, 2016 was $550. Accrued interest at June 30, 2017 was $3,850. (c) This is an unsecured note (advance) from Ci2i. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. | The following is a summary of long-term debt – related parties as of December 31, 2016 and 2015: 2016 2015 Promissory note – CEO (a) $ 207,944 $ 45,535 Promissory note – Satinder Thiara (b) 22,000 - Total (all current portion) $ 229,944 $ 45,535 (a) This is an unsecured loan from the CEO entered into January 1, 2015. It is due on demand and therefore reflected as a current liability. The loan accrues interest at 15% per annum (1.25% monthly). Interest expense on this loan for the years ended December 31, 2016 and 2015, was $22,131 and $27,709, respectively. Accrued interest at December 31, 2016 was $49,840. (b) This is an unsecured loan from Satinder Thiara entered into May 25, 2016, with an interest rate of 15% per annum (1.25% monthly), due December 31, 2017. Satinder Thiara is a shareholder of the Company. Interest expense on this loan for the period ended December 31, 2016 was $2,200. Accrued interest at December 31, 2016 was $2,200. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Schedule of Long-Term Debt | The following is a summary of long-term debt as of June 30, 2017 and December 31, 2016: 2017 2016 Promissory notes – Kabbage (a) $ - $ 11,866 Promissory note – Fora Financial (b) - - Note payable – Swarn Singh (c) 45,000 - Total 45,000 11,866 Current portion - 11,866 Total – net of current portion $ 45,000 $ - (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) There were a total of 2 loans from Fora Financial personally guaranteed by the CEO and all paid off by December 31, 2016. (c) Note payable to Swarn Singh entered into January 2017 ($25,000) and February 2017 ($20,000), at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the six months ended June 30, 2017 was $3,724. Accrued interest on this loan at June 30, 2017 is $3,724. Both notes are due December 31, 2018. | The following is a summary of long-term debt – related parties as of December 31, 2016 and 2015: 2016 2015 Promissory notes – Kabbage (a) $ 11,866 $ 26,956 Promissory note – Fora Financial (b) - 67,951 Total $ 11,866 $ 94,907 (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) There were a total of 2 loans from Fora Financial personally guaranteed by the CEO and all paid off by December 31, 2016. |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Ci2i Services, INC [Member] | ||
Schedule of Deferred Tax Assets | As of June 30, 2017 As of December 31, 2016 Deferred tax assets: Net operating loss before non-deductible items $ (492,275 ) $ (437,701 ) Tax rate 34 % 34 % Total deferred tax assets 167,374 148,818 Less: Valuation allowance (167,374 ) (148,818 ) Net deferred tax assets $ - $ - | As of December 31, 2016 As of December 31, 2015 Deferred tax assets: Net operating loss before non-deductible items $ (437,701 ) $ (430,930 ) Tax rate 34 % 34 % Total deferred tax assets 148,818 146,516 Less: Valuation allowance (148,818 ) (146,516 ) Net deferred tax assets $ - $ - |
Omnim2m, Inc [Member] | ||
Schedule of Deferred Tax Assets | As of June 30, 2017 As of December 31, 2016 Deferred tax assets: Net operating loss before non-deductible items $ (251,046 ) $ (216,017 ) Tax rate 34 % 34 % Total deferred tax assets 85,356 73,446 Less: Valuation allowance (85,356 ) (73,446 ) Net deferred tax assets $ - $ - | As of December 31, 2016 Deferred tax assets: Net operating loss before non-deductible items $ (216,017 ) Tax rate 34 % Total deferred tax assets 73,446 Less: Valuation allowance (73,446 ) Net deferred tax assets $ - |
Organization and Summary of S23
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Recurring losses | $ 54,574 | $ 6,771 | $ 81,281 | ||
Ci2i Services, INC [Member] | |||||
Accumulated deficit | $ 592,275 | 437,701 | |||
Recurring losses | 54,574 | $ 31,680 | 6,771 | $ 81,281 | |
Working capital deficit | $ 487,785 | $ 433,211 | |||
Ci2i Services, INC [Member] | Minimum [Member] | |||||
Property and equipment estimated useful life | 3 years | 3 years | |||
Ci2i Services, INC [Member] | Maximum [Member] | |||||
Property and equipment estimated useful life | 7 years | 7 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - Ci2i Services, INC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 0 | $ 2,418 | $ 2,418 | $ 1,613 |
Impairment of assets | ||||
Sale of property and equipment | $ 5,945 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - Ci2i Services, INC [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Office Equipment | $ 11,926 | $ 11,926 | $ 11,926 |
Accumulated Depreciation | 11,926 | 11,926 | 9,508 |
Balance, net | $ 2,418 |
Long-term Debt _ Related Part26
Long-term Debt – Related Parties - Schedule of Long-Term Debt – Related Parties (Details) - Ci2i Services, INC [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Long term debt current - related parties | $ 243,162 | $ 249,298 | $ 167,487 | ||||
Promissory Note Ajay Sikka [Member] | |||||||
Long term debt current - related parties | 235,671 | [1] | 226,707 | [2] | 167,487 | [2] | |
Promissory Note OmniM2M [Member] | |||||||
Long term debt current - related parties | [3] | (2,509) | 12,591 | ||||
Note Payable Satinder Thiara [Member] | |||||||
Long term debt current - related parties | $ 10,000 | [4] | $ 10,000 | [5] | [5] | ||
[1] | This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). Interest expense on this loan for the six months ended June 30, 2017 and 2016 was $16,402 and $15,890, respectively. Accrued interest on this loan at December 31, 2016 is $92,592. | ||||||
[2] | This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). Interest expense on this loan for the years ended December 31, 2016 and 2015 was $31,245 and $44,945, respectively. Accrued interest on this loan at December 31, 2016 is $76,190. | ||||||
[3] | This is an unsecured note (advance) from OmniM2M. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. | ||||||
[4] | Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the six months ended June 30, 2017 was $827. Accrued interest on this loan at June 30, 2017 is $901. Satinder Thiara is a shareholder of the Company. | ||||||
[5] | Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the period ended December 31, 2016 was $74. Accrued interest on this loan at December 31, 2016 is $74. Satinder Thiara is a shareholder of the Company. |
Long-term Debt _ Related Part27
Long-term Debt – Related Parties - Schedule of Long-Term Debt – Related Parties (Details) (Parenthetical) - Ci2i Services, INC [Member] - USD ($) | Dec. 13, 2016 | Jan. 02, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
CEO [Member] | ||||||
Loan bears annual interest rate | 15.00% | |||||
Loan bears monthly interest rate | 1.25% | |||||
Interest expense | $ 16,402 | $ 15,890 | $ 31,245 | $ 44,945 | ||
Acrrued interest | 92,592 | |||||
Satinder Thiara [Member] | ||||||
Loan bears annual interest rate | 15.00% | |||||
Loan bears monthly interest rate | 1.25% | |||||
Interest expense | 827 | 74 | ||||
Acrrued interest | $ 76,190 | $ 901 | $ 74 |
Note Payable _ Bank (Details Na
Note Payable – Bank (Details Narrative) - Ci2i Services, INC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest expense | $ 1,421 | $ 1,912 | $ 3,823 | $ 3,782 |
Repayment of note payable bank | 21,000 | |||
Note payable bank | 54,000 | |||
Wells Fargo Bank [Member] | ||||
Line of credit | $ 75,000 | $ 75,000 | ||
Line of credit interest rate | 4.50% | 4.50% |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-Term Debt (Details) - Ci2i Services, INC [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Long term debt Total | $ 45,000 | $ 11,866 | ||
Long term debt current | 11,866 | $ 94,907 | ||
Total - net of current portion | 45,000 | |||
Promissory Notes Kabbage [Member] | ||||
Long term debt current | [1] | 11,866 | 26,956 | |
Promissory Note Fora Financial [Member] | ||||
Long term debt current | [2] | $ 67,951 | ||
Note Payable Swarn Singh [Member] | ||||
Long term debt current | [3] | $ 45,000 | ||
[1] | Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. | |||
[2] | There were a total of 2 loans from Fora Financial personally guaranteed by the CEO and all paid off by December 31, 2016. | |||
[3] | Note payable to Swarn Singh entered into January 2017 ($25,000) and February 2017 ($20,000), at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the six months ended June 30, 2017 was $3,724. Accrued interest on this loan at June 30, 2017 is $3,724. Both notes are due December 31, 2018. |
Long-term Debt - Schedule of 30
Long-term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - Ci2i Services, INC [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest expense | $ 1,421 | $ 1,912 | $ 3,823 | $ 3,782 | ||
Note Payable Swarn Singh [Member] | ||||||
Note payable to related parties | $ 20,000 | $ 25,000 | ||||
Debt annual interest rate | 15.00% | 15.00% | ||||
Debt monthly interest rate | 1.25% | 1.25% | ||||
Interest expense | 3,724 | |||||
Acrrued interest | $ 3,724 | |||||
Debt maturity date | Dec. 31, 2018 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - Ci2i Services, INC [Member] - USD ($) | Sep. 02, 1998 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 03, 2002 | Sep. 26, 2000 |
Shares issued price per share | $ 0.12640 | $ 0.12640 | |||
Conversion of shares issued | 20,000,000 | 20,000,000 | |||
Conversion price per share | $ 0.12640 | $ 0.12640 | |||
Common stock, shares issued | 15,162,561 | 15,162,561 | |||
Preferred stock, shares issued | 1,494,042 | 1,494,042 | |||
Preferred stock value | $ 4,490 | $ 4,490 | |||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, shares designated | 5,000,000 | ||||
Sikkatech Inc [Member] | |||||
Common stock, shares authorized | 1,000 | ||||
Number of shares purchase | 3,000 | ||||
Ajay Sikka [Member] | |||||
Number of shares purchase | 100 | ||||
Common stock par value | $ 10 | ||||
Dharam V Sikka [Member] | |||||
Number of shares purchase | 100 | ||||
Common stock par value | $ 10 | ||||
Virandra Sikka [Member] | |||||
Number of shares purchase | 100 | ||||
Common stock par value | $ 10 | ||||
IndiaHQ Solutions, Inc [Member] | |||||
Common stock, shares authorized | 60,000,000 | ||||
Preferred stock, shares authorized | 40,000,000 | ||||
Preferred stock par value |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Ci2i Services, INC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating lease rent expense | $ 15,713 | $ 33,503 | $ 55,726 | $ 52,384 |
Sublease rental income | 11,685 | $ 18,000 | 49,160 | 36,000 |
Grader Properties [Member] | ||||
Operating lease rent expense | 3,895 | 3,895 | ||
OmniM2M [Member] | ||||
Operating lease rent expense | 3,000 | 3,000 | ||
Sublease rental income | 31,160 | (31,160) | ||
Recordpointe USA Inc [Member] | ||||
Operating lease rent expense | $ 3,895 | 3,895 | ||
Sublease rental income | $ 18,000 | $ 18,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - Ci2i Services, INC [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Net operating loss carry forward | $ 492,275 | $ 437,701 |
Operating loss expiration | expiring through 2037 | expiring through 2036 |
Net operating loss valuation of allowance | $ 18,556 | $ 2,302 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - Ci2i Services, INC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating loss before non-deductible items | $ (492,275) | $ (437,701) | $ (430,930) |
Tax rate | 34.00% | 34.00% | 34.00% |
Total deferred tax assets | $ 167,374 | $ 148,818 | $ 146,516 |
Less: Valuation allowance | (167,374) | (148,818) | (146,516) |
Net deferred tax assets |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Ci2i Services, INC [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration risk percentage | 90.00% | 90.00% | ||
Sales Revenue, Net [Member] | Two Customer [Member] | ||||
Concentration risk percentage | 100.00% | 81.00% | 81.00% | |
Sales Revenue, Net [Member] | Customer [Member] | ||||
Concentration risk percentage | 10.00% | |||
Sales Revenue, Net [Member] | One Customer [Member] | ||||
Concentration risk percentage | 100.00% | |||
Accounts Receivable [Member ] | Three Customer [Member] | ||||
Concentration risk percentage | 85.00% |
Organization and Summary of S36
Organization and Summary of Significant Accounting Policies (Details Narrative) - Omnim2m, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated deficit | $ 1,502,745 | $ 1,467,716 | $ 1,251,699 | |
Recurring losses | (35,209) | $ (192,905) | (216,017) | (915,956) |
Working capital deficit | $ 319,933 | $ 286,311 | ||
Share Holders [Member] | ||||
Recurring losses | $ (915,956) |
Property and Equipment (Detai37
Property and Equipment (Details Narrative) - Omnim2m, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 1,407 | $ 3,362 | $ 6,723 | $ 9,176 |
Fixed assets | $ 500 | $ 1,907 | 1,907 | 8,620 |
M2M Equipment [Member] | ||||
Fixed assets | $ 4,703 | |||
Share Holders [Member] | ||||
Depreciation expense | $ 9,176 |
Property and Equipment - Sche38
Property and Equipment - Schedule of Property and Equipment (Details) - OmniM2M, Inc [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Property plant and equipment, gross | $ 20,170 | $ 20,170 | $ 20,170 | $ 24,863 |
Accumulated Depreciation | (19,670) | (18,263) | (18,263) | (16,243) |
Net | 500 | 1,907 | 1,907 | 8,620 |
Furniture and Fixtures [Member] | ||||
Property plant and equipment, gross | 2,784 | 2,784 | 2,784 | 4,735 |
Office Equipment [Member] | ||||
Property plant and equipment, gross | 3,260 | 3,260 | 3,260 | 4,907 |
M2M Equipment [Member] | ||||
Property plant and equipment, gross | $ 14,126 | 14,126 | $ 14,126 | 12,943 |
Net | 4,703 | |||
Computer Software [Member] | ||||
Property plant and equipment, gross | $ 2,278 |
Long-Term Debt _ Related Part39
Long-Term Debt – Related Parties - Schedule of Long-Term Debt – Related Parties (Details) - OmniM2M, Inc [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Promissory Note CEO [Member] | ||||||
Total (all current portion) | $ 213,894 | $ 207,944 | [1] | $ 45,535 | [1] | |
Promissory Note Satinder Thiara [Member] | ||||||
Total (all current portion) | 22,000 | 22,000 | [2] | [2] | ||
Promissory Note Ci2i [Member] | ||||||
Total (all current portion) | [3] | $ 2,509 | $ (12,591) | |||
[1] | This is an unsecured loan from the CEO entered into January 1, 2015. It is due on demand and therefore reflected as a current liability. The loan accrues interest at 15% per annum (1.25% monthly). Interest expense on this loan for the years ended December 31, 2016 and 2015, was $22,131 and $27,709, respectively. Accrued interest at December 31, 2016 was $49,840. | |||||
[2] | This is an unsecured loan from Satinder Thiara entered into May 25, 2016, with an interest rate of 15% per annum (1.25% monthly), due December 31, 2017. Satinder Thiara is a shareholder of the Company. Interest expense on this loan for the period ended December 31, 2016 was $2,200. Accrued interest at December 31, 2016 was $2,200. | |||||
[3] | This is an unsecured note (advance) from Ci2i. These funds are used to pay for the employee benefits of OmniM2M. There is no interest charged on this amount, and the companies have common shareholders and management. |
Long-Term Debt _ Related Part40
Long-Term Debt – Related Parties - Schedule of Long-Term Debt – Related Parties (Details) (Parenthetical) - OmniM2M, Inc [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Promissory Note CEO [Member] | |||||
Loan accrued interest rate, percent | 15.00% | 15.00% | |||
Debt monthly interest rate, percentage | 1.25% | 1.25% | |||
Loan interest expense | $ 15,649 | $ 11,066 | $ 22,131 | $ 27,709 | |
Accrued interest | $ 65,489 | $ 49,840 | |||
Promissory Note Satinder Thiara [Member] | |||||
Loan accrued interest rate, percent | 15.00% | 15.00% | |||
Debt monthly interest rate, percentage | 1.25% | 1.25% | |||
Loan interest expense | $ 550 | $ 1,650 | $ 2,200 | ||
Accrued interest | $ 3,850 | $ 2,200 | |||
Debt maturity date | Dec. 31, 2017 |
Stockholders'_Partners Deficit
Stockholders'/Partners Deficit (Details Narrative) - OmniM2M, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2014 | Jun. 30, 2014 | May 27, 2014 | |
Common units authorized | 98,500,000 | 98,500,000 | 98,500,000 | 100,000,000 | |||
Preferred stock authorized | 1,500,000 | 1,500,000 | 1,500,000 | ||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Common stock, par value | $ 0.00001 | ||||||
Common stock, shares issued | 1,080,270 | 1,080,270 | 1,080,270 | 948,000 | 948,000 | ||
Common stock, value issued | $ 11 | $ 11 | $ 11 | $ 185,000 | $ 185,000 | ||
Number of shares issued for loan conversion, value | $ 337,115 | ||||||
Preferred stock shares issued | 403,386 | 395,549 | 395,549 | ||||
Number of additional shares issued during period | 7,837 | ||||||
Number of additional shares issued during period, value | $ 15,000 | ||||||
Common stock, shares outstanding | 1,080,270 | 1,080,270 | 1,080,270 | ||||
Preferred stock, shares outstanding | 403,386 | 395,549 | 395,549 | ||||
Preferred Stock [Member] | |||||||
Number of shares issued for loan conversion | 245,549 | ||||||
Number of shares issued for loan conversion, value | $ 470,003 | ||||||
Preferred stock shares issued | 403,386 | ||||||
Preferred stock, shares outstanding | 403,386 | ||||||
Series Seed Preferred Units [Member] | |||||||
Preferred stock authorized | 1,500,000 | ||||||
Preferred stock, par value | $ 0.00001 | ||||||
Share Holders [Member] | |||||||
Number of shares issued for loan conversion | 29,070 | ||||||
Number of shares issued for loan conversion, value | $ 50,000 | ||||||
Share Holders [Member] | Common Stock [Member] | |||||||
Number of shares issued for loan conversion | 103,200 | ||||||
Number of shares issued for loan conversion, value | $ 176,194 | ||||||
Share Holders [Member] | Preferred Stock [Member] | |||||||
Number of shares issued for loan conversion | 150,000 | ||||||
Number of shares issued for loan conversion, value | $ 287,115 |
Commitments and Contingencies42
Commitments and Contingencies (Details Narrative) - Omnim2m, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Lease rent amount | $ 3,000 | $ 3,000 | ||
Rent expense | $ 0 | $ 18,000 | $ 18,000 | $ 36,000 |
Provision for Income Taxes (D43
Provision for Income Taxes (Details Narrative) - Omnim2m, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Net operating loss carry forward | $ 251,046 | $ 216,067 |
Operating loss carry forward expiration, description | expiring through 2037 | expiring through 2036 |
Provision for Income Taxes - 44
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - Omnim2m, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Net operating loss before non-deductible items | $ (251,046) | $ (216,017) |
Tax rate | 34.00% | 34.00% |
Total deferred tax assets | $ 85,356 | $ 73,446 |
Less: Valuation allowance | (85,356) | (73,446) |
Net deferred tax assets |
Concentrations (Details Narra45
Concentrations (Details Narrative) - OmniM2M, Inc [Member] - Sales [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration rish, percentage | 63.00% | 89.00% | 61.00% | 44.00% |
Major Customer [Member] | ||||
Concentration rish, percentage | 10.00% | 10.00% | ||
Two Customer [Member] | Accounts Receivable [Member] | ||||
Concentration rish, percentage | 100.00% | 100.00% |