Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | TRAQIQ, INC. | ||
Entity Central Index Key | 1,514,056 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 6,824,250 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 1,718 | $ 5,942 |
Accounts receivable, net | 4,193 | |
Prepaid expenses and other current assets | 3,668 | |
Total current assets | 5,911 | 9,610 |
TOTAL ASSETS | 5,911 | 9,610 |
Current Liabilities: | ||
Note payable - bank | 75,000 | |
Current portion of long term debt - related parties | 623,512 | 249,298 |
Current portion of long term debt | 78,063 | 11,866 |
Convertible debt - related parties, net of discounts | 199,957 | |
Accounts payable and accrued expenses | 365,203 | 106,657 |
Total current liabilities | 1,266,735 | 442,821 |
Total Liabilities | 1,266,735 | 442,821 |
Stockholders' Deficit: | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 6,824,250 and 824,250 shares issued and outstanding, respectively | 682 | 82 |
Additional paid in capital | 14,403 | 4,408 |
Accumulated deficit | (1,275,914) | (437,701) |
Total Stockholders' Deficit | (1,260,824) | (433,211) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 5,911 | 9,610 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized Series A convertible preferred stock, $0.0001 par value, 50,000 shares and 0 shares issued and outstanding, respectively | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 6,824,250 | 824,250 |
Common stock, shares outstanding | 6,824,250 | 824,250 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 50,000 | 0 |
Preferred stock, shares outstanding | 50,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUE | $ 62,980 | $ 218,387 |
COST OF REVENUE | 44,038 | |
GROSS PROFIT | 18,942 | 218,387 |
OPERATING EXPENSES: | ||
Salaries and salary related costs | 50,093 | 27,191 |
Professional fees | 135,128 | 106,030 |
Rent expense | 27,033 | 55,726 |
General and administrative expense | 108,778 | 40,569 |
Total operating expenses | 321,032 | 229,516 |
OPERATING LOSS | (302,090) | (11,129) |
OTHER INCOME (EXPENSE): | ||
Gain on sale of fixed assets | 5,945 | |
Rental income | 11,685 | 49,160 |
Interest expense | (110,936) | (50,747) |
Total other income (expense) | (99,251) | 4,358 |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (401,341) | (6,771) |
Provision for income taxes | ||
NET LOSS | $ (401,341) | $ (6,771) |
Net Loss per share - Basic and Diluted | $ (0.11) | $ (0.01) |
Weighted Average Shares Outstanding - Basic and Diluted | 3,536,819 | 824,250 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 82 | $ 4,408 | $ (430,930) | $ (426,440) | |
Balance, shares at Dec. 31, 2015 | 824,250 | ||||
Net loss for the year | (6,771) | (6,771) | |||
Balance at Dec. 31, 2016 | $ 82 | 4,408 | (437,701) | (433,211) | |
Balance, shares at Dec. 31, 2016 | 824,250 | ||||
Net loss for the year | (401,341) | (401,341) | |||
Reverse merger | $ 300 | (69,070) | (68,770) | ||
Reverse merger, shares | 3,000,000 | ||||
Acquisition of OmniM2M | $ 300 | (313,385) | (313,085) | ||
Acquisition of OmniM2M, shares | 3,000,000 | ||||
Acquisition of Transport IQ | (54,417) | (54,417) | |||
Sale of Series A Preferred stock for cash - officer | $ 5 | 9,995 | 10,000 | ||
Sale of Series A Preferred stock for cash - officer | 50,000 | ||||
Balance at Dec. 31, 2017 | $ 5 | $ 682 | $ 14,403 | $ (1,275,914) | $ (1,260,824) |
Balance, shares at Dec. 31, 2017 | 50,000 | 6,824,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (401,341) | $ (6,771) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 1,852 | 2,418 |
Amortization of debt discounts | 30,516 | |
Gain on sale of property | (5,945) | |
Changes in assets and liabilities | ||
Decrease in accounts receivable | 39,326 | |
Decrease in prepaid expenses | 37,827 | |
Decrease in deferred revenue | (15,000) | |
Increase (decrease) in accounts payable and accrued expenses | 135,854 | (19,869) |
Net cash used in operating activities | (195,292) | (5,841) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash from reverse merger | 557 | |
Proceeds from sale of property | 5,945 | |
Net cash from acquisition of Transport IQ | 6,143 | |
Net cash provided by investing activities | 6,700 | 5,945 |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Repayment of line of credit | (75,000) | |
Proceeds from long term debt - related parties | 438,840 | 81,811 |
Repayment of long term debt - related parties | (169,957) | |
Proceeds from sale of preferred stock to related party | 10,000 | |
Proceeds from long term debt | 45,000 | |
Repayments of long term debt | (64,515) | (83,041) |
Net cash provided by (used in) financing activities | 184,368 | (1,230) |
NET DECREASE IN CASH | (4,224) | (1,126) |
CASH - BEGINNING OF YEAR | 5,942 | 7,068 |
CASH - END OF YEAR | 1,718 | 5,942 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid in cash | 80,420 | 22,958 |
Income taxes paid in cash | ||
OmniM2M, Inc. [Member] | ||
Assets acquired and (liabilities assumed) in reverse merger and acquisition of OmniM2M and Transport: | ||
Cash | 557 | |
Accounts receivable | 4,341 | |
Prepaid expenses | 23,726 | |
Property and equipment | 1,907 | |
Stockholder advances | (238,394) | |
Short term financing obligation | (18,969) | |
Accounts payable | (86,253) | |
Net liabilities assumed | (313,085) | |
TransportIQ, Inc. [Member] | ||
Assets acquired and (liabilities assumed) in reverse merger and acquisition of OmniM2M and Transport: | ||
Cash | 6,143 | |
Accounts receivable | 10,285 | |
Property and equipment | 593 | |
Short term financing obligation | (33,680) | |
Accounts payable | (37,758) | |
Net liabilities assumed | $ (54,417) |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS TraqIQ, Inc. (along with its wholly owned subsidiaries, referred to herein as the “Company”) was incorporated in the State of California on September 9, 2009 as Thunderclap Entertainment, Inc. On July 14, 2017, Thunderclap Entertainment, Inc. changed its name to TraqIQ, Inc. On July 19, 2017, the Company entered into a Share Exchange Agreement (“share Exchange”) with the stockholders of OmniM2M, Inc. (“OmniM2M”) and Ci2i Services, Inc. (“Ci2i”) whereby the stockholders of OmniM2M and Ci2i agreed to exchange all of their respective shares, representing 100% ownership in OmniM2M and Ci2i in exchange for 3,000,000 shares of the Company’s common stock, respectively. The Share Exchange was accounted for as a reverse merger whereas Ci2i is considered the accounting acquirer and TraqIQ,Inc. is considered the accounting acquiree. Accordingly, the consolidated financial statements included the accounts of Ci2i for all periods presented and the accounts of TraqIQ, Inc. and OmniM2M, which was acquired by the Company on July 19,2017 since the date of acquisition. For accounting purposes, the acquisition of OmniM2M is recorded at historical cost in accordance with Accounting Standard Codification (“ASC”) 805-50-25-2 as this is considered an acquisition of entities under common control as the management of the Company and OmniM2M control the activities of the respective companies. Prior to the merger with Ci2i and acquisition of OmniM2M, the Company was considered a shell company under Rule 12b-2 of the Exchange Act. On December 1, 2017, The Company entered into a Share Purchase Agreement (the “Share Exchange Agreement”) with Ajay Sikka (“Sikka”), the sole shareholder of Transport IQ, Inc. whereby Sikka agreed to sell all of the shares in TransportIQ, Inc. (“TransportIQ”) in exchange for $18,109, in the form of cancellation of all of the debt of TransportIQ that is owed to the Company. The transaction became effective upon the execution of the Share Exchange Agreement by Sikka and the Company; and Transport IQ, Inc, is now a wholly-owned subsidiary of the Company. Because TransportIQ was commonly controlled and owned, the transaction was recorded at the historical carrying value of TransportIQ’s assets and liabilities, Ci2i is 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. OmniM2M was formed in 2014 and 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. TransportIQ was formed in the State of Nevada on September 8, 2017. TransportIQ is long haul trucking carrier business that comprises contract drivers and owner operators. TransportIQ’s customers include leading third-party logistics and supply chain management providers such as C.H. Robinson and PAM Transport, Inc. TransportIQ plans to differentiate itself from traditional carriers through the adoption of new technologies that can help TransportIQ create competitive advantages in the transportation industry, including: ● Industrial Internet of Things (IIoT) tracking devices ● Data Analytics software that can help dispatchers improve efficiency and profitability ● Blockchain transaction software to improve efficiencies with third party logistics companies |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. Consolidation The consolidated financial statements include the accounts of TraqIQ, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has no cash equivalents as of December 31, 2017. 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. Management has determined that no allowance is required for the outstanding accounts receivable as of December 31, 2017. 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. Intangible assets with definite useful lives are stated at cost less accumulated amortization. OmniM2M 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. OmniM2M 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. Management has determined that no impairment of long-lived assets is required for the years ended December 31, 2017 and 2016. Software Costs OmniM2M accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed 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 For Ci2i, revenue is measured upon completion based on achieving milestones detailed in the agreements with its 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. OmniM2M 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, OmniM2M allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. OmniM2M 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. OmniM2M 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, OmniM2M 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, OmniM2M recognizes 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. OmniM2M uses 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; ● OmniM2M can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. OmniM2M measures 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. Transport IQ generates revenue through the sale of trucking services and charges its customers based on the number of miles driven. The Company recognizes revenue for trucking services during the period in which delivery is completed. The Company does not believe that the implementation of changes to ASC Topic 606, which were effective for the Company on January 1, 2018, will have a significant impact on its revenue recognition polices. 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. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. An uncertain number of shares underlying convertible debt have been excluded from the computation of loss per share because their impact was anti-dilutive. Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. 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 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” In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In February 2017, the FASB issued ASU 2017-02, Leases. The standard requires all leases with lease terms over 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance or operating. This distinction will be relevant for the pattern of expense recognition in the income statement. This standard will be effective for the calendar year ending December 31, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. In March 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2017-09 is effective for the Company beginning January 1, 2017. The Company adopted the new guidance on January 1, 2017. The adoption of this guidance did not have a material impact on its consolidated results of operations and financial position. In June 2017, the FASB issued ASU 2017-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for the calendar year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. In August 2017, the FASB issued Accounting Standards Updated 2017-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments” (ASU 2017-15). The standard addresses eight specific cash flow issues to reduce diversity in practice in how certain cash receipts and cash payments are presented on the Statements of Cash Flows. ASU 2017-15 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The amendments require a retrospective approach to adoption and early adoption is permitted, including in an interim period. The Company does not believe implementing this guidance will have a significant impact on its consolidated financial position, results of operations and liquidity. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows Going Concern The Company’s consolidated financial statements are prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. As of December 31, 2017, the Company had a working capital deficit of approximately $1.3 million. For the years ended December 31, 2017 and 2016, the Company generated operating losses of approximately $302,000 and $11,000, respectively, and used approximately $195,000 and $6,000 in operations, respectively. Based on the above factors, the Company believes there is substantial doubt regarding the Company’s ability to continue as a going concern for the next 12 months. The Company’s consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company is implementing its business plan and strategies, the success of which will depend on the Company’s ability to raise debt or equity capital from third party investors. The Company expects the it will continue to incur operating losses and use cash in operations for the at least the next twelve months. There can be assurance that Company will be successful in raising the necessary capital to implement its business plan, and once the business plan is fully implemented, that it will be able to achieve profitable operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2017 and December 31, 2016: 2017 2016 Furniture and fixtures $ 2,784 $ - Office equipment 15,186 11,926 M2M equipment 14,126 - Subtotal 32,096 11,926 Accumulated Depreciation (32,096 ) (11,926 ) Net $ - $ - Depreciation expense for the years ended December 31, 2017 and 2016 was $1,852 and $2,418, respectively. There was no impairment on these assets for this 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 of $5,945. The amounts for 2016 represent the property and equipment of Ci2i. |
Note Payable - Bank
Note Payable - Bank | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable - Bank | NOTE 4: NOTE PAYABLE - BANK The Company had a $75,000 Line of Credit at a 4.5% interest with Wells Fargo bank. The line of credit was secured by the Company’s assets and was personally guaranteed by the company’s CEO. The balance of the line of credit was $75,000 as of December 31, 2016. The balance of the line of credit was repaid during the year ended December 31, 2017 and no amounts remain outstanding. |
Long-Term Debt Related Parties
Long-Term Debt Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Related Parties | NOTE 5: LONG-TERM DEBT RELATED PARTIES The following is a summary of long-term debt - related parties as of December 31, 2017 and 2016: 2017 2016 Promissory note - CEO. (a) $ 591,512 $ 226,707 Amounts due to OmniM2M. These advances eliminate in consolidation for 2017 as a result of the reverse merger. (b) - 12,591 Note payable - shareholder. (c) 32,000 10,000 $ 623,512 $ 249,298 (a) These are advances from the CEO are unsecured and bear interest at 15% annually (1.25% monthly). Interest expense on this loan for the years ended December 31, 2017 and 2016 was $64,100 and $22,131, respectively. Accrued interest on this loan at December 31, 2017 is $190,131. (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. During the year ended December 31, 2017, the Company received an additional $22,000 pursuant to this Note payable. Interest expense on this loan for the year ended December 31, 2017 and 2016 was $4,800 and $2,200, respectively. Accrued interest on this loan at December 31, 2017 is $7,000. Satinder Thiara is a shareholder of the Company. The entire balance is reflected as a current liability as the amounts are due on demand. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 6: LONG-TERM DEBT The following is a summary of long-term debt as of December 31, 2017 and 2016: 2017 2016 Promissory notes - Kabbage (a) $ 33,063 $ 11,866 Notes payable - Swarn Singh (b) 45,000 - Total 78,063 11,866 Current portion 78,063 11,866 Total - net of current portion $ - $ - (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) 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 year ended December 31, 2017 was $6,333. Accrued interest on this loan at December 31, 2017 is $6,333. Both notes are due December 31, 2018. |
Convertible Debt - Related Part
Convertible Debt - Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt - Related Parties | NOTE 7: CONVERTIBLE DEBT – RELATED PARTIES In connection with the reverse merger in July 2017, the Company and two stockholders, who had provided related party advances to the Company, agreed to exchange their related party advances for 6% Convertible Promissory Notes due on January 15, 2018 (the “Notes”) in the amount of $68,077. The maturity dates of the July 2017 notes were extended to April 30, 2018. See Note 10. From August 2017 through November 2017, the Company issued additional notes in the principal amount of $100,000. From July The Notes bear simple interest at 6% unless the Company defaults, which increases the interest rate to 10%. The Holders, at their option, can elect to convert the principal plus any accrued interest, into shares of the Company’s common stock at a conversion rate equal to eighty percent (80%) of the average closing share price as quoted on the OTC Markets for the five (5) trading days prior to the date of conversion. Because the Notes are convertible into a variable number of shares of common stock based on a fixed dollar amount, in accordance with ASC Topic 480, the notes are recorded at the fair value of the shares issuable upon conversion. The excess of the fair value of shares issuable over the face value of the Notes is recorded as a discount to the noted to be amortized in to interest expense over the term of the note. The following summarizes the carrying value of convertible debt as of December 31, 2017: Face value of the notes $ 168,077 Excess of the fair value of shares issuable over the face value of the Notes 42,007 Unamortized discount (10,127 ) $ 199,957 For the year ended December 31, 2017, interest expense on convertible notes – related parties totaled $34,230, which included $30,466 of debt discount amortization. Accrued interest on convertible notes – related parties totaled $3,764 as of December 31, 2017. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8: STOCKHOLDERS’ DEFICIT On July 14, 2017, the “Company”) amended its Articles of Incorporation to i) increase its authorized common stock from 50,000,000 shares , no par value to 300,000,000, $0.0001 par value, ii) increase its authorized $0.0001 par value preferred stock to 10,000,000shares; and (iii) reverse split all outstanding shares of common stock (“Pre-Reverse Split Stock”) such that each twenty (20) shares of Pre-Reverse Split Stock shall be combined and reclassified into one (1) validly issued, fully paid and non-assessable share of the Company’s Common Stock, par value $0.0001 per share. Share amounts for all periods presented have been retroactively adjusted to reflect the reverse split in accordance with SAB Topic 4C. The Company had 824,250 shares issued and outstanding post-split and prior to the reverse merger with Ci2i on July 19, 2017. Series A Convertible Preferred Stock On July 19, 2017, the Company approved the issuance of 50,000 shares of its Series A Convertible Preferred Stock to its CEO and, on August 1 2017, the Company sold and issued the 50,000 shares of its Series A Convertible Preferred Stock to its CEO at a price of $0.20 per share for $10,000. Each outstanding share of Series A Convertible Preferred Stock is convertible into the number of shares of the Company’s common stock (the “Common Stock”) determined by dividing the Stated Value by the Conversion Price as defined below, at the option of any Series A Convertible Preferred Stock shareholder in whole or in part, at any time commencing no earlier than six (6) months after the issuance date; provided that any conversion under this section must be made during the ten (10) day period immediately following the date on which the corporation files with the Securities and Exchange Commission any periodic report on form 10-Q, 10-K or the equivalent form; provided further that, any conversion under this Section IV: (a) shall be for a minimum Stated Value of $500 of Series A Convertible Preferred Stock. The Conversion Price for each share of Series A Convertible Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than par value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the OTC Markets, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices) (the “Per Share Market Value”). Common Stock On July 19, 2017, the Company issued 3,000,000 shares of common stock to the former shareholders of Ci2i pursuant to the Share Exchange Agreement. The acquisition of Ci2i was considered a reverse merger with Ci2i the accounting acquiror. In addition, on July 19, 2017, the Company acquired OmniM2M. For accounting purposes, the acquisition of OmniM2M is recorded at historical cost in accordance with ASC 805-50-25-2 as this is considered an acquisition of entities under common control as the management of the Company and OmniM2M control the activities of the respective companies. The Company issued 3,000,000 shares to the former shareholders of OmniM2M in this acquisition. The common stock was recorded at the historical basis of the net liabilities assumed as a result of the Share Exchange Agreement. As a result, the net liabilities assumed totaled $313,085 and was charged to accumulated deficit. As of December 31, 2017, the Company has 6,824,250 shares issued and outstanding. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | nOTE 9: CONCENTRATIONS Revenues During the year ended December 31, 2017, the Company had two major customers comprising 70% of sales. During the year ended December 31, 2016, the Company had two major customers comprising 61% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. Accounts receivable for one of these customers totaled $4,043, or 96% of total accounts receivable, as of December 31, 2017. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. Purchases During the year ended December 31, 2017, three major vendors accounted for 83% of the Company’s cost of revenue. A major vendor is defined as a vendor that represents 10% or greater of total purchases. The Company does not believe that the risk associated with these vendors will have an adverse effect on the business. No amounts were owed to these vendors as of December 31, 2017. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 10: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2017 and 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. The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2017 and 2016: 2017 2016 Federal income taxes at statutory rate 34.00 % 34.00 % State income taxes at statutory rate 7.50 % 7.50 % Permanent differences 0.04 % (0.00 )% Impact of Tax Reform Act (23.07 )% (0.00 )% Change in valuation allowance (18.47 )% (41.50 )% Totals 0.00 % 0.00 % 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 As of December 31, 2017 December 31, 2016 Deferred tax assets: Net operating losses before non-deductible items $ 226,110 $ 148,818 Total deferred tax assets 226,110 148,818 Less: Valuation allowance (226,110 ) (148,818 ) Net deferred tax assets $ - $ - As of December 31, 2017, the Company has a net operating loss carry forward of $839,775 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 $77,292 in 2017. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. The impact of the re-measurement on the Corporation’s net deferred tax asset, as of December 31, 2017, was an approximately $31,000 decrease in deferred tax assets, with a corresponding decrease in the Company’s valuation allowance, and no impact on income tax expense. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | nOTE 11: SUBSEQUENT EVENTS In January 2018, the Company executed an amendment to extend the maturity dates from January 15, 2018 to April 30, 2018, of convertible debt with aggregate outstanding principal balances as of December 31, 2017 of $ 68,077. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. |
Consolidation | Consolidation The consolidated financial statements include the accounts of TraqIQ, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has no cash equivalents as of December 31, 2017. |
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. Management has determined that no allowance is required for the outstanding accounts receivable as of December 31, 2017. |
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. Intangible assets with definite useful lives are stated at cost less accumulated amortization. OmniM2M 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. OmniM2M 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. Management has determined that no impairment of long-lived assets is required for the years ended December 31, 2017 and 2016. |
Software Costs | Software Costs OmniM2M accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed |
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 For Ci2i, revenue is measured upon completion based on achieving milestones detailed in the agreements with its 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. OmniM2M 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, OmniM2M allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. OmniM2M 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. OmniM2M 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, OmniM2M 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, OmniM2M recognizes 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. OmniM2M uses 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; ● OmniM2M can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. OmniM2M measures 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. Transport IQ generates revenue through the sale of trucking services and charges its customers based on the number of miles driven. The Company recognizes revenue for trucking services during the period in which delivery is completed. The Company does not believe that the implementation of changes to ASC Topic 606, which were effective for the Company on January 1, 2018, will have a significant impact on its revenue recognition polices. |
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. |
Fair Value of 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. |
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. An uncertain number of shares underlying convertible debt have been excluded from the computation of loss per share because their impact was anti-dilutive. |
Related Party Transactions | 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 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 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” In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In February 2017, the FASB issued ASU 2017-02, Leases. The standard requires all leases with lease terms over 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance or operating. This distinction will be relevant for the pattern of expense recognition in the income statement. This standard will be effective for the calendar year ending December 31, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. In March 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2017-09 is effective for the Company beginning January 1, 2017. The Company adopted the new guidance on January 1, 2017. The adoption of this guidance did not have a material impact on its consolidated results of operations and financial position. In June 2017, the FASB issued ASU 2017-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for the calendar year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. In August 2017, the FASB issued Accounting Standards Updated 2017-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments” (ASU 2017-15). The standard addresses eight specific cash flow issues to reduce diversity in practice in how certain cash receipts and cash payments are presented on the Statements of Cash Flows. ASU 2017-15 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The amendments require a retrospective approach to adoption and early adoption is permitted, including in an interim period. The Company does not believe implementing this guidance will have a significant impact on its consolidated financial position, results of operations and liquidity. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows |
Going Concern | Going Concern The Company’s consolidated financial statements are prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. As of December 31, 2017, the Company had a working capital deficit of approximately $1.3 million. For the years ended December 31, 2017 and 2016, the Company generated operating losses of approximately $302,000 and $11,000, respectively, and used approximately $195,000 and $6,000 in operations, respectively. Based on the above factors, the Company believes there is substantial doubt regarding the Company’s ability to continue as a going concern for the next 12 months. The Company’s consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company is implementing its business plan and strategies, the success of which will depend on the Company’s ability to raise debt or equity capital from third party investors. The Company expects the it will continue to incur operating losses and use cash in operations for the at least the next twelve months. There can be assurance that Company will be successful in raising the necessary capital to implement its business plan, and once the business plan is fully implemented, that it will be able to achieve profitable operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2017 and December 31, 2016: 2017 2016 Furniture and fixtures $ 2,784 $ - Office equipment 15,186 11,926 M2M equipment 14,126 - Subtotal 32,096 11,926 Accumulated Depreciation (32,096 ) (11,926 ) Net $ - $ - |
Long-Term Debt Related Parties
Long-Term Debt Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Related Parties | The following is a summary of long-term debt - related parties as of December 31, 2017 and 2016: 2017 2016 Promissory note - CEO. (a) $ 591,512 $ 226,707 Amounts due to OmniM2M. These advances eliminate in consolidation for 2017 as a result of the reverse merger. (b) - 12,591 Note payable - shareholder. (c) 32,000 10,000 $ 623,512 $ 249,298 (a) These are advances from the CEO are unsecured and bear interest at 15% annually (1.25% monthly). Interest expense on this loan for the years ended December 31, 2017 and 2016 was $64,100 and $22,131, respectively. Accrued interest on this loan at December 31, 2017 is $190,131. (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. During the year ended December 31, 2017, the Company received an additional $22,000 pursuant to this Note payable. Interest expense on this loan for the year ended December 31, 2017 and 2016 was $4,800 and $2,200, respectively. Accrued interest on this loan at December 31, 2017 is $7,000. Satinder Thiara is a shareholder of the Company. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following is a summary of long-term debt as of December 31, 2017 and 2016: 2017 2016 Promissory notes - Kabbage (a) $ 33,063 $ 11,866 Notes payable - Swarn Singh (b) 45,000 - Total 78,063 11,866 Current portion 78,063 11,866 Total - net of current portion $ - $ - (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) 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 year ended December 31, 2017 was $6,333. Accrued interest on this loan at December 31, 2017 is $6,333. Both notes are due December 31, 2018. |
Convertible Debt - Related Pa22
Convertible Debt - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary the Carrying Value of Convertible Debt | The following summarizes the carrying value of convertible debt as of December 31, 2017: Face value of the notes $ 168,077 Excess of the fair value of shares issuable over the face value of the Notes 42,007 Unamortized discount (10,127 ) $ 199,957 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2017 and 2016: 2017 2016 Federal income taxes at statutory rate 34.00 % 34.00 % State income taxes at statutory rate 7.50 % 7.50 % Permanent differences 0.04 % (0.00 )% Impact of Tax Reform Act (23.07 )% (0.00 )% Change in valuation allowance (18.47 )% (41.50 )% Totals 0.00 % 0.00 % |
Schedule of Deferred Tax Assets | As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of December 31, 2017 December 31, 2016 Deferred tax assets: Net operating losses before non-deductible items $ 226,110 $ 148,818 Total deferred tax assets 226,110 148,818 Less: Valuation allowance (226,110 ) (148,818 ) Net deferred tax assets $ - $ - |
Organization and Nature of Op24
Organization and Nature of Operations (Details Narrative) - Share Exchange Agreement [Member] - USD ($) | Dec. 01, 2017 | Jul. 19, 2017 |
OmniM2M and Ci2i [Member] | ||
Ownership interest percentage | 100.00% | |
Exchange shares of common stock | 3,000,000 | |
TransportIQ, Inc. [Member] | Ajay Sikka [Member] | ||
Exchange of cancellation debt | $ 18,109 |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash equivalents | ||
Allowance for accounts receivable | ||
Working capital deficit | 1,300,000 | |
Operating loss | 302,090 | $ 11,129 |
Net cash used in operating activities | $ 195,292 | $ 5,841 |
Minimum [Member] | ||
Property and equipment estimated useful life | 3 years | |
Maximum [Member] | ||
Property and equipment estimated useful life | 7 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,852 | $ 2,418 |
Impairment of assets | ||
Sale of property and equipment | 5,945 | |
Gain on sale of property | $ 5,945 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, Subtotal | $ 32,096 | $ 11,926 |
Accumulated Depreciation | (32,096) | (11,926) |
Property and equipment, Net | ||
Furniture and Fixtures [Member] | ||
Property and equipment, Subtotal | 2,874 | |
Office Equipment [Member] | ||
Property and equipment, Subtotal | 15,186 | 11,926 |
M2M equipment [Member] | ||
Property and equipment, Subtotal | $ 14,126 |
Note Payable - Bank (Details Na
Note Payable - Bank (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Line of credit | $ 75,000 | |
Wells Fargo Bank [Member] | ||
Line of credit | $ 75,000 | |
Line of credit interest rate | 4.50% |
Long-Term Debt Related Partie29
Long-Term Debt Related Parties - Schedule of Long-Term Debt Related Parties (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Long term debt current - related parties | $ 623,512 | $ 249,298 | |
Promissory Note - CEO [Member] | |||
Long term debt current - related parties | [1] | 591,512 | 226,707 |
Amounts Due to OmniM2M [Member] | |||
Long term debt current - related parties | [2] | 12,591 | |
Note Payable - Shareholder [Member] | |||
Long term debt current - related parties | [3] | $ 32,000 | $ 10,000 |
[1] | These are advances from the CEO are unsecured and bear interest at 15% annually (1.25% monthly). Interest expense on this loan for the years ended December 31, 2017 and 2016 was $64,100 and $22,131, respectively. Accrued interest on this loan at December 31, 2017 is $190,131. | ||
[2] | 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. | ||
[3] | Note payable to Satinder Thiara entered into December 13, 2016, at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. During the year ended December 31, 2017, the Company received an additional $22,000 pursuant to this Note payable. Interest expense on this loan for the year ended December 31, 2017 and 2016 was $4,800 and $2,200, respectively. Accrued interest on this loan at December 31, 2017 is $7,000. Satinder Thiara is a shareholder of the Company. |
Long-Term Debt Related Partie30
Long-Term Debt Related Parties - Schedule of Long-Term Debt Related Parties (Details) (Parenthetical) - USD ($) | Dec. 13, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Chief Executive Officer [Member] | |||
Loan bears annual interest rate | 15.00% | ||
Loan bears monthly interest rate | 1.25% | ||
Interest expense | $ 64,100 | $ 22,131 | |
Accrued interest | 190,131 | ||
Satinder Thiara [Member] | |||
Loan bears annual interest rate | 15.00% | ||
Loan bears monthly interest rate | 1.25% | ||
Interest expense | 4,800 | $ 2,200 | |
Accrued interest | 7,000 | ||
Proceeds from note payable | $ 22,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Long term debt Total | $ 78,063 | $ 11,866 | |
Long term debt current | 78,063 | 11,866 | |
Total - net of current portion | |||
Promissory Notes - Kabbage [Member] | |||
Long term debt Total | [1] | 33,063 | 11,866 |
Notes Payable - Swarn Singh [Member] | |||
Long term debt Total | [2] | $ 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] | 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 year ended December 31, 2017 was $6,333. Accrued interest on this loan at December 31, 2017 is $6,333. |
Long-Term Debt - Schedule of 32
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - Notes Payable - Swarn Singh [Member] - USD ($) | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017 |
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 | $ 6,333 | ||
Acrrued interest | $ 6,333 | ||
Debt maturity date | Dec. 31, 2018 |
Convertible Debt - Related Pa33
Convertible Debt - Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible debt | $ 168,077 | |||
Interest expense on convertible notes - related parties | 34,230 | |||
Debt discount amortization | 30,516 | |||
Accrued interest on convertible notes - related parties | $ 3,764 | |||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | ||||
Convertible debt percentage | 6.00% | |||
Debt due date | Jan. 15, 2018 | |||
Convertible debt | $ 100,000 | |||
Debt maturity description | The maturity dates of the July 2017 notes were extended to April 30, 2018. | |||
Debt interest rate increases during the period | 10.00% | |||
Debt into shares of common stock at conversion rate | 80.00% | |||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | January 15, 2018 [Member] | ||||
Convertible debt percentage | 6.00% | |||
Convertible debt | $ 68,077 |
Convertible Debt _ Related Part
Convertible Debt – Related Parties - Summary the Carrying Value of Convertible Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Face value of the notes | $ 168,077 | |
Excess of the fair value of shares issuable over the face value of the Notes | 42,007 | |
Unamortized discount | (10,127) | |
Convertible debt - related parties | $ 199,957 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 01, 2017 | Jul. 19, 2017 | Dec. 31, 2017 | Jul. 14, 2017 | Dec. 31, 2016 |
Common stock shares authorized | 300,000,000 | 50,000,000 | 300,000,000 | ||
Common stock no par value | |||||
Common stock, par value | 0.0001 | $ 0.0001 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Reverse stock split | reverse split all outstanding shares of common stock (Pre-Reverse Split Stock) such that each twenty (20) shares of Pre-Reverse Split Stock shall be combined and reclassified into one (1) validly issued, fully paid and non-assessable share of the Companys Common Stock, par value $0.0001 per share. | ||||
Number of common stock value issued during the period | $ 10,000 | ||||
Net liabilities assumed | $ 313,085 | ||||
Common stock, shares issued | 6,824,250 | 824,250 | |||
Common stock, shares outstanding | 6,824,250 | 824,250 | |||
Former Shareholders of Ci2i [Member] | Share Exchange Agreement [Member] | |||||
Reverse merger, shares | 3,000,000 | ||||
Former Shareholders of OmniM2M [Member] | |||||
Acquisition of OmniM2M, shares | 3,000,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Convertible debt percentage | 85.00% | ||||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | |||||
Preferred stock, par value | $ 500 | ||||
Series A Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | |||||
Number of common stock shares issued during the period | 50,000 | 50,000 | |||
Shares issued price per share | $ 0.20 | ||||
Number of common stock value issued during the period | $ 10,000 | ||||
Ci2i [Member] | |||||
Post-split, shares issued | 824,250 | ||||
Post-split, shares outstanding | 824,250 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
One Customer [Member] | ||
Accounts receivable | $ 4,043 | |
Sales Revenue, Net [Member] | ||
Concentration risk percentage | 10.00% | |
Sales Revenue, Net [Member] | Two Major Customers [Member] | ||
Concentration risk percentage | 70.00% | 61.00% |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration risk percentage | 96.00% | |
Cost of Revenue [Member] | Three Major Vendors [Member] | ||
Concentration risk percentage | 83.00% | |
Cost of Revenue [Member] | Major Vendors [Member] | ||
Concentration risk percentage | 10.00% |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forward | $ 839,775 | ||
Operating loss carry forward expiration, description | expiring through 2037 | ||
Increased valuation of allowance | $ 77,292 | ||
U.S. corporate federal income tax rate | 35.00% | 34.00% | 34.00% |
Revised U.S. corporate federal income tax rate | 21.00% | ||
Deferred tax assets remeasurement | $ 31,000 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Federal income taxes at statutory rate | 35.00% | 34.00% | 34.00% |
State income taxes at statutory rate | 7.50% | 7.50% | |
Permanent differences | 0.04% | 0.00% | |
Impact of Tax Reform Act | (23.07%) | 0.00% | |
Change in valuation allowance | (18.47%) | (41.50%) | |
Totals | 0.00% | 0.00% |
Provision for Income Taxes - 39
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating losses before non-deductible items | $ 226,110 | $ 148,818 |
Total deferred tax assets | 226,110 | 148,818 |
Less: Valuation allowance | (226,110) | (148,818) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Jan. 31, 2018 | Jan. 15, 2018 | Dec. 31, 2017 | |
Convertible debt | $ 168,077 | ||
Subsequent Event [Member] | Convertible Debt [Member] | |||
Debt maturity description | January 15, 2018 to April 30, 2018 | ||
Convertible debt | $ 68,077 |