Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 30, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | TRAQIQ, INC. | ||
Entity Central Index Key | 0001514056 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
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 Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 27,297,960 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 9,094 | $ 2,347 |
Accounts receivable, net | 602,155 | 11,459 |
Prepaid expenses and other current assets | 207,581 | |
Total Current Assets | 818,830 | 13,806 |
Fixed assets, net | 48,681 | |
Intangible assets, net | 477,824 | |
Restricted cash | 182,627 | |
Long-term investment | 41,617 | |
Right-of-use asset | 537,268 | |
Other assets | 32,639 | |
Total Non-current Assets | 1,320,656 | |
TOTAL ASSETS | 2,139,486 | 13,806 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 883,845 | 531,120 |
Cash overdraft | 427,890 | |
Accrued payroll and related taxes | 291,586 | |
Accrued taxes and duties payable | 50,623 | |
Current portion - lease liability | 122,343 | |
Current portion - long-term debt - related parties | 1,306,737 | 845,236 |
Current portion - long-term debt | 191,508 | 54,801 |
Current portion - convertible debt - long-term debt - related and unrelated parties | 241,334 | 241,334 |
Total Current Liabilities | 3,515,866 | 1,672,491 |
Long-term debt - related parties, net of current portion | 32,000 | |
Long-term debt, net of current portion | 19,202 | |
Lease liability, net of current portion | 432,800 | |
Total Non-current Liabilities | 484,002 | |
Total Liabilities | 3,999,868 | 1,672,491 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value, $0.0001, 300,000,000 shares authorized, 27,297,960 and 27,297,960 issued and outstanding, respectively | 2,730 | 2,730 |
Additional paid in capital | 12,623 | 12,355 |
Accumulated deficit | (1,896,984) | (1,673,775) |
Accumulated other comprehensive income (loss) | 21,244 | |
Total Stockholders' Deficit | (1,860,382) | (1,658,685) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,139,486 | 13,806 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value, $0.0001, 10,000,000 shares authorized, Series A Convertible Preferred, 50,000 and 50,000 shares issued and outstanding, respectively | $ 5 | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 27,297,960 | 27,297,960 |
Common stock, shares outstanding | 27,297,960 | 27,297,960 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | $ 680,732 | $ 181,318 |
COST OF REVENUE | 431,363 | 179,086 |
GROSS PROFIT | 249,369 | 2,232 |
OPERATING EXPENSES | ||
Salaries and salary related costs | 114,615 | 18,669 |
Professional fees | 287,775 | 158,168 |
Rent expense | 88,863 | 2,331 |
Depreciation and amortization expense | 42,840 | |
General and administrative expenses | 160,919 | 86,793 |
Total Operating Expenses | 695,012 | 265,961 |
OPERATING LOSS | (445,643) | (263,729) |
OTHER INCOME (EXPENSE) | ||
Bargain purchase gain | 417,148 | |
Other income | 25,000 | |
Forgiveness of debt | 55,450 | 11,330 |
Interest expense, net of interest income | (250,164) | (170,462) |
Total other income (expense) | 222,434 | (134,132) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (223,209) | (397,861) |
Provision for income taxes | ||
NET LOSS | (223,209) | (397,861) |
Other comprehensive loss | ||
Foreign currency translation adjustment | ||
Comprehensive loss | $ (223,209) | $ (397,861) |
Net loss per share - basic | $ (0.01) | $ (0.01) |
Net loss per share - diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding - basic | 27,297,960 | 27,297,960 |
Weighted average common shares outstanding - diluted | 27,297,960 | 27,297,960 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital - Common [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2017 | $ 5 | $ 2,730 | $ 12,355 | $ (1,275,914) | $ (1,260,824) | |
Balance, shares at Dec. 31, 2017 | 50,000 | 27,297,960 | ||||
Net loss | (397,861) | (397,861) | ||||
Balance at Dec. 31, 2018 | $ 5 | $ 2,730 | 12,355 | (1,673,775) | (1,658,685) | |
Balance, shares at Dec. 31, 2018 | 50,000 | 27,297,960 | ||||
Acquisition of Mann-India | 268 | 5,116 | 5,384 | |||
Net loss | (223,209) | 16,128 | (223,209) | |||
Balance at Dec. 31, 2019 | $ 5 | $ 2,730 | $ 12,623 | $ (1,896,984) | $ 21,244 | $ (1,860,382) |
Balance, shares at Dec. 31, 2019 | 50,000 | 27,297,960 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net income (loss) | $ (223,209) | $ (397,861) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Amortization of debt discount | 16,377 | |
Forgiveness of debt | (11,330) | |
Bargain purchase gain | (417,148) | |
Bad debt expense | 60,460 | |
Forgiveness of debt | (55,450) | (11,330) |
Depreciation and amortization | 42,840 | |
Lease cost, net of repayment | 13,226 | |
Foreign currency (gain) loss | 18,882 | |
Changes in assets and liabilities | ||
Accounts receivable | (153,492) | (7,266) |
Prepaid expenses and other current assets | 12,019 | |
Other assets | (4,823) | |
Accounts payable and accrued expenses | 238,873 | 177,247 |
Accrued payroll and payroll taxes | (29,669) | |
Accrued duties and taxes | (15,395) | |
Deferred revenue | (3,623) | |
Total adjustments | (293,300) | 175,028 |
Net cash used in operating activities | (516,509) | (222,833) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Cash received in acquisition of Mann | 234 | |
Restricted cash received in acquisition of Mann | 185,399 | |
Acquisition of fixed assets | (3,417) | |
Net cash provided by investing activities | 182,216 | |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Decrease in cash overdraft | (36,691) | |
Proceeds from long-term debt - related parties | 593,201 | 326,130 |
Repayment of long-term debt - related parties | (104,841) | (149,406) |
Proceeds from long-term debt | 143,600 | 97,500 |
Repayments of long-term debt | (71,602) | (75,762) |
Proceeds from convertible notes - related and unrelated parties | 25,000 | |
Net cash provided by financing activities | 523,667 | 223,462 |
NET INCREASE IN CASH AND RESTRICTED CASH | 189,374 | 629 |
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD | 2,347 | 1,718 |
CASH AND RESTRICTED CASH - END OF PERIOD | 191,721 | 2,347 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest expense | 11,782 | 17,646 |
Income taxes | ||
Acquisition of Mann: | ||
Accounts receivable | 506,951 | |
Prepaid and other current assets | 216,956 | |
Right-of-use asset | 576,566 | |
Fixed assets | 68,260 | |
Other assets | 37,950 | |
Investment | 42,248 | |
Customer relationships | 448,800 | |
Tradename | 49,799 | |
Accounts payable and accrued expenses | (173,197) | |
Accrued payroll and related taxes | (325,629) | |
Accrued duties and taxes | (66,765) | |
Lease liability | (585,207) | |
Deferred revenue | (3,618) | |
Debt | (90,314) | |
Cash overdraft | (471,017) | |
Cash | 234 | |
Restricted cash | 185,399 | |
Total net assets acquired | 417,416 | |
Consideration per Share Exchange Agreement | 268 | |
Goodwill/(Bargain Purchase Gain) | $ (417,148) |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
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 TraQiQ Solutions, Inc. dba Ci2i Services, Inc. (formerly Ci2i Services, Inc. – amended November 6, 2019) (“Ci2i”) whereby the stockholders of Omni and Ci2i exchanged all of their respective shares, representing 100% ownership in OmniM2M and Ci2i in exchange for 12,000,000 shares of the Company’s common stock, respectively. The OmniM2M Shareholders and the Ci2i Shareholders have each been issued their respective 12,000,000 shares on a pro rata basis based on their respective holdings in OmniM2M and Ci2i in the Share Exchange Agreement. The Share Exchange was accounted for as a reverse merger whereas Ci2i is considered the accounting acquirer and TraqIQ,Inc. is considered the accounting acquiree. Accordingly, the consolidated financial statements included the accounts of Ci2i for all periods presented and the accounts of TraqIQ, Inc. and Omni, which was acquired by the Company on July 19, 2017 since the date of acquisition. For accounting purposes, the acquisition of Omni 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 Omni control the activities of the respective companies. Prior to the merger with Ci2i and acquisition of Omni, 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. 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. 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 The Company’s Offering Statement on Form 1-A filed with the Securities and Exchange Commission was approved on February 25, 2019 with an effective date of February 27, 2019. On May 16, 2019, the Company entered into a Share Exchange Agreement with Mann-India Technologies Private Ltd., an Indian Corporation (“Mann”). On January 2, 2020, Mann changed its name to TRAQIQ Solutions Private Limited (“TRAQ Pvt Ltd”). Pursuant to the Share Exchange Agreement with Mann, the Company acquired 100% of the shares of Mann and assumed certain net liabilities in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company valued at $268. The warrants will be exercisable as follows: (i) 100,771 warrants immediately; (ii) 859,951 warrants exercisable one-year after the date of closing; and (iii) 368,550 warrants exercisable two-years after the date of closing. This transaction is being recorded as a business combination under ASC 805. The warrants that are exercisable in one-year and two-years are conditioned upon TRAQ Pvt Ltd. achieving certain revenue figures and pre-tax profit percentages. TRAQ Pvt Ltd. must achieve target revenue of $1.1 million (US$) and pre-tax profit of 25% (US$). Should TRAQ Pvt Ltd. be unable to achieve these criteria, the warrants will be reduced proportionately. TRAQ Pvt Ltd. was established in May 2000 and is headquartered in New Delhi, India. TRAQ Pvt Ltd. is a leading software development company with which the advent of technology, has evolved as a mature and fast-growing company committed to provide reliable and cost-effective software solutions across industries all over the world. TRAQ Pvt Ltd. has its own experienced team of software developers dedicated towards developing various kinds of customized software. software. TRAQ Pvt Ltd. provides services in the following areas: technology consultancy; business analytics and intelligence; enterprise mobility; enterprise application integration; crypto currency and blockchain implementation; software factory; and IT modernization. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 consolidated 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. Forward Stock Split On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. 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. Foreign Currency Transactions The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries other than TRAQ Pvt Ltd. whose functional currency is the Indian Rupee. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss). Reclassification Certain prior period amounts have been reclassified to conform with current period presentation with no effect on the Company’s net loss, total assets, liabilities equity or cash flows. Cash and Cash Equivalents 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, 2019 and 2018, respectively. Restricted Cash The Company’s restricted cash balance consists of time deposits with financial institutions which are valued at cost and approximate fair value. Interest earned on these deposits in included in interest income. The carrying value of our restricted cash at December 31, 2019 and December 31, 2018 was $182,627 and $0, respectively. The balances consist of time deposits pledged with financial institutions for a Line of Credit facility taken from Andhra Bank, issuance of overdraft limit. 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 was required for the outstanding accounts receivable as of December 31, 2019 and December 31, 2018. Property and Equipment and Long-Lived Assets Fixed assets are stated at cost. Depreciation on fixed assets are computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten 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. Intangible assets represent purchased intangible of TRAQ Pvt Ltd. which includes customer relationships and trademarks. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives of 15 years. 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 has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment 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 periods ended December 31, 2019 and December 31, 2018. Capitalized Software Costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred. The Company has not capitalized any cost for software development for the years ended December 31, 2019 and 2018, respectively. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Trucking Revenue The Company’s contracts with customers are generally on a purchase order basis and represent a single stand-alone performance obligation to transport property on behalf of a customer at a pre-determined rate. The performance obligation is satisfied at the point in time in which the delivery of property is complete and the Company generally collect payment within 30 days of delivery. Accordingly, revenue for each contract is recognized when the Company’s performance obligation is complete. There are no agency relationships in any if the services related to the trucking sector. Professional Service Revenue TRAQ Pvt Ltd. generally derives its revenues from professional and support services, which includes revenue generated from software development projects and associated fees for consulting, implementation, training, and project management provided to customers using their systems. Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing customization of software’s, selling of licenses, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for consulting and technical support is delivered on as the work is being performed, which is satisfied prior to invoicing. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of- completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. Unbilled revenue represents earnings in excess of billings as at the end of the reporting period. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations. TRAQ Pvt Ltd. has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized ratably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues. Software Solution Revenue Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for hardware components that are purchased by the customer in connection with the solution is delivery of the purchased device, which is satisfied prior to invoicing. The Company provides a twelve-month warranty on their hardware. All units deployed by the Company are past the twelve-month period, thus the Company has not accrued for a warranty liability. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. The following is a summary of revenue for the years ended December 31, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ — $ 144,127 Professional Services Revenue 654,374 — Software Solution Revenue 26,358 37,191 $ 680,732 $ 181,318 Costs of Services Provided Costs of services provided consist of data processing costs, customer support costs including personnel costs to maintain the Company’s proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense is not included in costs of services provided. Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, less current portion in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. 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. TraqIQ, Inc., TraqIQ Solutions, OmniM2M and TransportIQ file a consolidated income tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. TRAQ Pvt Ltd. files income tax returns in all India 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. The India tax returns of TRAQ Pvt Ltd. are subject to examination by the India Income Tax Department and India state taxing authority, generally for 12 months after the relevant tax year, 24 months after the relevant tax year in case transfer pricing provisions are applicable. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible instruments are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. 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. Retirement Benefits to Employees Defined Contribution Plan In India, the employees receive benefits from a provident fund, where the employer and employees each make monthly contributions to the plan at a pre-determined rate to the Regional Provident Fund Commissioner. Employer’s contributions to the fund is charged as an expense in the Statements of Operations. Defined Benefit Plan In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, TRAQ Pvt Ltd. provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by Mann. TRAQ Pvt Ltd. records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. TRAQ Pvt Ltd. reserves its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. TRAQ Pvt Ltd.’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation. Other Long-Term Employee Benefits TRAQ Pvt Ltd.’s net obligation in respect of leave encashment is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities at the reporting date that have maturity dates approximating the terms of TRAQ Pvt Ltd.’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized. Investments The Company’s investments are in debt and equity instruments. These investments are accounted for in accordance with ASC 320 Investments – Debt Securities and ASC 321 Investments – Equity Securities. Interest earned under such investments are included in interest income. Segment Reporting For purposes of segment disclosures, two or more operating segments should be grouped only if the segments meet all the requirements of paragraph 280-10-50-11, including the requirements for similar economic characteristics. As a result, all operating units perform similar services, and approximately 99% of the Company’s revenue is generated from its Indian subsidiary. The Company believes that no segment reporting is required as all remaining operations outside of the Indian subsidiary is immaterial. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses 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 financial position, results of operations or cash flows. Going Concern The Company has an accumulated deficit of $1,896,984 and a working capital deficit of $2,697,036, as of December 31, 2019, and a working capital deficit of $1,658,685 as of December 31, 2018. As a result of these factors, management has determined that there is substantial doubt about the Company ability to continue as a going concern. These consolidated 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 consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. In May 2019, the Company acquired 100% of the shares of TRAQ Pvt Ltd. and assumed certain net liabilities in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company. This acquisition will assist the Company in operations and cash flow. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing and the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations, are necessary for the Company to continue operations. |
Acquisition of Traq Pvt Ltd
Acquisition of Traq Pvt Ltd | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Traq Pvt Ltd | NOTE 3: ACQUISITION OF TRAQ PVT LTD. On May 16, 2019, the Company entered into a Share Exchange Agreement with Mann-India Technologies Private Ltd., an Indian Corporation. On January 2, 2020, the name of this company was changed to TRAQIQ Solutions Private Limited. Pursuant to the Share Exchange Agreement with TRAQ Pvt Ltd., the Company acquired 100% of the shares of TRAQ Pvt Ltd. and assumed certain net liabilities) in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company valued at $268. The warrants will be exercisable as follows: (i) 100,771 warrants immediately upon closing; (ii) 859,951 warrants exercisable one-year after the date of closing; and (iii) 368,550 warrants exercisable two-years after the date of closing. The warrants that are exercisable in one-year and two-years are conditioned upon TRAQ Pvt Ltd. achieving certain revenue figures and pre-tax profit percentages. TRAQ Pvt Ltd. must achieve target revenue of $1.1 million (US$) and pre-tax profit of 25% (US$). Should TRAQ Pvt Ltd. be unable to achieve these criteria, the warrants will be reduced proportionately. The Company acquired the assets and liabilities noted below in exchange for the warrants noted herein and accounted for the acquisition in accordance with ASC 805. As a result, total consideration was equal to the value of the warrants of $268, as stated in the agreement, and the Company recognized a gain on bargain purchase in the amount of $417,148. In accordance with ASC 805-20-50-4A, based on the book values which approximate fair values at the effective date of acquisition, the purchase price was recorded as follows: Cash (including restricted cash of $185,399) $ 185,633 Accounts receivables, net 506,951 Prepaid expenses and other current assets 216,956 Right-of-use asset 576,566 Fixed assets 68,260 Customer relationships 448,800 Tradenames 49,799 Investment 42,248 Other assets 37,950 Accounts payable and accrued expenses (173,197 ) Accrued payroll and related taxes (325,629 ) Accrued duties and taxes (66,765 ) Lease liability (585,207 ) Deferred revenue (3,618 ) Cash overdraft (471,017 ) Debt – related parties (61,273 ) Debt (29,041 ) $ 417,416 The customer relationships and tradenames are being amortized over fifteen years. The difference between the net assets acquired of $417,416, and the consideration paid (in the form of warrants) of $268 represents a bargain purchase gain of $417,148. Since the acquisition TRAQ Pvt Ltd. has recorded $654,374 in revenues and a loss of $26,983 that are included in consolidated results. The following table shows pro-forma results for the years December 31, 2019 and December 31, 2018 as if the acquisition had occurred on January 1, 2018. These unaudited pro forma results of operations are based on the historical financial statements and related notes of TRAQ Pvt Ltd. and the Company. For the year ended December 31, 2019 For the year ended December 31, 2018 Revenues $ 1,143,606 $ 1,236,665 Net income (loss) $ (166,533 ) $ (726,273 ) Net income (loss) per share $ (0.01 ) $ (0.03 ) |
Cash and Restricted Cash
Cash and Restricted Cash | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Restricted Cash | NOTE 4: CASH AND RESTRICTED CASH Cash and restricted cash are as follows: December 31, 2019 December 31, 2018 Cash on hand $ 252 $ - Bank balances 8,842 2,347 Restricted cash 182,627 - Total $ 191,721 $ 2,347 ASU 2016-18, “Statements of Cash Flows” (Topic 230) was adopted by the Company in 2017. In accordance with this standard, restricted cash and restricted cash equivalents is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Statements of Cash Flows. During the years ended December 31, 2019 and December 31, 2018, there were no cash equivalents. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 5: FIXED ASSETS The Company’s property and equipment is as follows: December 31, 2019 December 31, 2018 Property and equipment – TRAQ Pvt Ltd. $ 650,621 $ - Less: accumulated depreciation (601,940 ) - Net $ 48,681 $ - Depreciation expense for the years ended December 31, 2019 and 2018 was $22,065 and $0, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6: INTANGIBLE ASSETS The Company’s intangible assets are as follows: December 31, 2019 December 31, 2018 Customer relationships $ 448,800 $ - Tradenames 49,799 Less: accumulated amortization (20,775 ) - Net $ 477,824 $ - Amortization expense for the years ended December 31, 2019 and 2018 was $20,775 and $0, respectively. |
Long-Term Investment
Long-Term Investment | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Long-Term Investment | NOTE 7: LONG-TERM INVESTMENT The Company’s long-term investment is as follows: December 31, 2019 December 31, 2018 Equity Security – Compulsorily Convertible Debenture $ 41,617 $ - The investment the Company has in a 1% Compulsorily Convertible Debenture for the period of seven years are neither to be redeemed by the issuing entity nor are redeemable at the option of the investor, therefore this has been considered an equity security. The Company has elected to measure the equity security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Long-Term Debt Related Parties
Long-Term Debt Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Related Parties | NOTE 8: LONG-TERM DEBT RELATED PARTIES The following is a summary of the current portion - long-term debt - related parties as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Unsecured advances - CEO (a) $ 1,221,737 $ 728,236 Notes payable - Satinder Thiara (b) 57,000 57,000 Promissory note – Kunaal Sikka (c) 15,000 15,000 Notes payable – Swarn Singh (d) 45,000 45,000 1,338,737 845,236 Current portion of long-term det related parties (1,306,737 ) (845,236 ) Long-term debt – related parties $ 32,000 $ - (a) This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15% annually (1.25% monthly) and are due on demand. For the years ended December 31, 2019 and 2018, the Company repaid $99,700 and $149,406, the CEO made additional advances of $593,201 and $286,130, Interest expense on this loan for the years ended December 31, 2019 and 2018 was $153,588 and $99,800. Accrued interest on this loan at December 31, 2019 and December 31, 2018 is $443,519 and $289,931, respectively. (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000) which is due December 31, 2021, December 13, 2016 ($10,000) which is due December 31, 2021, and May 1, 2018 ($25,000) which matured December 31, 2019 at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $8,550 and $7,372, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $22,923 and $14,373, respectively. Satinder Thiara is a shareholder of the Company and the CEO’s wife. The May 1, 2018 note is in default as of December 31, 2019. As a result the interest rate was changed to 21% annually (1.75% monthly). (c) Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $1,800 and $540, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $2,340 and $540, respectively. The note is in default as of December 31, 2019. As a result the interest rate was changed to 18% annually (1.50% monthly). (d) Note payable to Swarn Singh, father-in-law of the CEO, entered into January 3, 2017 ($25,000) and February 1, 2017 ($20,000) at interest rate of 15% annually (1.25% monthly). These are unsecured notes. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $6,750 and $6,887, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $19,970 and $13,220, respectively. Both notes are due December 31, 2019. The notes are in default as of December 31, 2019. As a result the interest rate was changed to 21% annually (1.75% monthly). |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 9: LONG-TERM DEBT The following is a summary of the long-term debt as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Promissory notes - Kabbage (a) $ 23,826 $ 36,687 Promissory notes – Loan Builder (b) - 12,114 Other debt – in default (c) 6,000 6,000 Yukti Securities Private Limited (d) 4,660 - Lathika Regunathan (e) - - Noor Qazi (f) 50,562 - Auto loan – ICICI Bank (g) 25,662 - Baxter Credit Union (h) 100,000 - Total $ 210,710 $ 54,801 Current portion (191,508 ) (54,801 ) Long-term debt, net of current portion $ 19,202 $ - (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) Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. (c) Note payable to an individual for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the year ended December 31, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. (d) Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. (e) Unsecured loan from Lathika Regunathan, individual, is due on demand. This loan was paid off in the three months ended December 31, 2019. (f) Unsecured loan from Noor Qazi, individual, is due on demand. (g) Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $752, through maturity in May 2023. Of the amount outstanding, the following represents the maturity: Current (2020) - $6,460; 2021 - $7,288; 2022 - $7,952; and 2023 - $3,962. (h) Revolving loan in the amount of $100,000 at 4% interest per annum due December 30, 2020. The loan is guaranteed by the CEO of the Company. |
Current Portion - Convertible D
Current Portion - Convertible Debt - Related and Unrelated Parties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Current Portion - Convertible Debt - Related and Unrelated Parties | NOTE 10: CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES The following is a summary of current portion - convertible debt - related and unrelated parties as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Face value of notes – related party (a) $ 95,000 $ 95,000 Face value of notes – unrelated parties (a) 98,077 98,077 Excess of the fair value of shares issuable over the face value of the convertible notes (a) 48,257 48,257 $ 241,334 $ 241,334 (a) 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 that were originally due on January 15, 2018 (the “Notes”) in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes to four different parties (two of which were related parties) in the principal amount of $100,000 ($70,000 to related parties). In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. 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. There are two notes that had a maturity date of June 30, 2019, with the remaining notes having a maturity date of December 31, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. The Company has accrued the default interest on the two notes from July 1, 2019 through December 31, 2019. During the year ended December 31, 2018, the Company received additional proceeds from a related party of $25,000 (from Dharam V. Sikka, father of CEO) pursuant to a convertible note payable issued in May 2018, with the same interest rate and conversion terms as the Notes described above, initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. 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 480-10-50-2, 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 note to be amortized into interest expense over the term of the note. The Company recorded interest expense of $12,958and $11,215 for the years ended December 31, 2019 and 2018, respectively, for these convertible notes. Accrued interest on the convertible notes was $27,936 and $14,979 at December 31, 2019 and 2018, respectively. The Company is not currently trading on any exchange and was not for the years ended December 31, 2019 and December 31, 2018, respectively. The Company does not have a share price and has calculated the stock-settled liability in accordance with ASC 835-30 which establishes the monetary value at settlement of these instruments at fair value. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 11: STOCKHOLDERS’ DEFICIT 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 As of December 31, 2019, the Company has 27,297,960 shares issued and outstanding. On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. Warrants On May 16, 2019, the Company entered into a Share Exchange Agreement with Mann-India Technologies Private Ltd., an Indian Corporation. Pursuant to the Share Exchange Agreement, the Company acquired 100% of the shares of TRAQ Pvt Ltd. and assumed certain net liabilities in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company valued at $268. The warrants will be exercisable as follows: (i) 100,771 warrants immediately upon closing; (ii) 859,951 warrants exercisable one-year after the date of closing; and (iii) 368,550 warrants exercisable two-years after the date of closing. The value of the transaction totaled $268 and is reflected as an increase to additional paid in capital. |
Operating Lease
Operating Lease | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating Lease | NOTE 12: OPERATING LEASE The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance on January 1, 2019. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. The lease right of use asset of $592,909 will be amortized on a straight-line basis over the term of the lease. For the year ended December 31, 2019 the Company recorded a rent expense of $74,214. As of December 31, 2019, the value of the unamortized lease right of use asset is $537,268. As of December 31, 2019, the Company’s lease liability was $555,143. Remaining Lease Obligation by calendar year (undiscounted cash flows) 2020 $ 122,343 2021 125,670 2022 131,611 2023 140,695 2024 144,520 2025 and thereafter 163,494 Total lease payments 828,333 Less: Imputed interest 273,190 Present value of lease liabilities $ 555,143 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | nOTE 13: CONCENTRATIONS During the years ended December 31, 2019 and 2018, the Company had two major customers comprising 82% of revenues and two major customers comprising 91% of revenues, respectively. A major customer is defined as a customer that represents 10% or greater of total revenues. There was 67% and 77% of accounts receivable two and two customers as of December 31, 2019 and December 31, 2018, respectively. During the year ended December 31, 2018, approximately 84% of the Company’s cost of sales was incurred through the use of five vendors. The Company does not believe that the risk associated with these customers or vendors will have an adverse effect on the business. |
Contingency
Contingency | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingency | nOTE 14: CONTINGENCY During the year ended December 31, 2018, the Company charged an independent truck driver approximately $190,000 pursuant to its agreement with the driver, which entitled the Company to fees equal to $800 per day for the driver’s failure to return a trailer owned by the Company with the period prescribed by the agreement. The Company has not recognized this as income due to uncertainty of payment and will record as other income during the period in which amounts are collected. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 15: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2019 and 2018 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. All United States based entities 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, 2019 and 2018: 2019 2018 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 7.50 % 7.50 % Temporary differences (0.82 )% 7.75 % Permanent differences (7.41 )% (0.71 )% Impact of Tax Reform Act (0.00 )% (0.00 )% Change in valuation allowance (20.27 )% (35.54 )% 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, 2019 December 31, 2018 Deferred tax assets: Net operating losses before non-deductible items $ 486,714 $ 417,735 Depreciation (1,616 ) (2,827 ) Related party accrued interest - 32,344 Total deferred tax assets 485,098 447,252 Less: Valuation allowance (485,098 ) (447,252 ) Net deferred tax assets $ - $ - As of December 31, 2019, the Company has a net operating loss carry forward of $1,807,667 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 $37,846 in 2019. 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. The Company classifies income tax penalties and interest, if any, as part of other general and administrative expenses in the accompanying consolidated statements of operations. The Company did not expense any penalties or interest during the years ended December 31, 2019 or December 31, 2018 and did not accrue any penalties or interest as of December 31, 2019 or December 31, 2018. India based entity Significant components of deferred tax liabilities as at December 31, 2019 (was acquired May 2019): As of December 31, 2019 Deferred Tax Assets: Difference between book and tax base of fixed assets $ 56,696 Provision for gratuity 22,253 Provision for leave encashment 8,598 Operating lease 2,339 NOL carryforward (based on last tax return filed per Indian Income Tax laws) 11,404 MAT credit 8,860 Deferred Tax Assets 110,150 Net Deferred Tax Assets 110,150 Less: Valuation allowance (110,150 ) Net Deferred Tax Asset $ - Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying values of assets and liabilities and their respective tax bases. At December 31, 2019, the Company performed an analysis of the deferred tax asset valuation allowance due to management’s uncertainty about its realization. The Company when necessary will record a valuation allowance against this deferred tax asset. Based on the analysis, the Company has provided a valuation allowance against the full amount of said Deferred Tax Assets of $110,150 due to management’s uncertainty about its realization. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | nOTE 16: EMPLOYEE BENEFIT PLANS TRAQ Pvt Ltd.’s Gratuity Plan provides for lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the Gratuity Plans are determined by actuarial valuation using the projected unit credit method. Current service costs for the Gratuity Plan are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees. The benefit obligation has been measured as of December 31, 2019. The gratuity plan is unfunded. The following table sets forth the activity of the Gratuity Plans and the amounts recognized in the Company’s financial statements for the period May 16, 2019 through December 31, 2019: Period May 16, 2019 through December 31, 2019 Change in projected benefit obligation: Projected benefit obligation as of May 16, 2019 $ 65,550 Service cost 6,982 Interest cost 3,106 Benefits paid (1,932 ) Actuarial gain (loss) on the Obligation 13,086 Effect of exchange rate changes (1,198 ) $ 85,594 Projected benefit obligation as of December 31, 2019 Unfunded amount – non-current $ 74,781 Unfunded amount - current 10,813 Total accrued liability $ 85,594 Components of net period benefit costs: Service cost $ 6,982 Interest cost 3,106 Actuarial gain (loss) on the Obligation 11,888 $ 21,976 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.70% per annum Rate of increase in compensation levels 10.00 % per annum Leave Encashment The other long-term employee benefits has been measured as of December 31, 2019. The following table sets forth the activity of the leave encashment and the amounts recognized in TRAQ Pvt Ltd.’s financial statements at the end of the period May 16, 2019 through December 31, 2019: Period May 16, 2019 through December 31, 2019 Change in projected benefit obligation: Projected benefit obligation as of May 16, 2019 $ 24,243 Service cost 3,646 Interest cost 940 Benefits paid (919 ) Actuarial gain (loss) on the Obligation 5,617 Effect of exchange rate changes (457 ) $ 33,070 Projected benefit obligation as of December 31, 2019 Unfunded amount – non-current $ 5,388 Unfunded amount - current 27,682 Total accrued liability $ 33,070 Components of net period benefit costs: Service cost $ 3,646 Interest cost 940 Actuarial gain (loss) on the Obligation 5,160 $ 9,746 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.70% per annum Rate of increase in compensation levels 10.00 % per annum |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | nOTE 17: SUBSEQUENT EVENTS Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events”, through the date which the consolidated financial statements were available to be issued and there are no material subsequent events to report. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated 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. |
Forward Stock Split | Forward Stock Split On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. |
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. |
Foreign Currency Transactions | Foreign Currency Transactions The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries other than TRAQ Pvt Ltd. whose functional currency is the Indian Rupee. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss). |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform with current period presentation with no effect on the Company’s net loss, total assets, liabilities equity or cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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, 2019 and 2018, respectively. |
Restricted Cash | Restricted Cash The Company’s restricted cash balance consists of time deposits with financial institutions which are valued at cost and approximate fair value. Interest earned on these deposits in included in interest income. The carrying value of our restricted cash at December 31, 2019 and December 31, 2018 was $182,627 and $0, respectively. The balances consist of time deposits pledged with financial institutions for a Line of Credit facility taken from Andhra Bank, issuance of overdraft limit. |
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 was required for the outstanding accounts receivable as of December 31, 2019 and December 31, 2018. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Fixed assets are stated at cost. Depreciation on fixed assets are computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten 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. Intangible assets represent purchased intangible of TRAQ Pvt Ltd. which includes customer relationships and trademarks. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives of 15 years. 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 has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment 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 periods ended December 31, 2019 and December 31, 2018. |
Capitalized Software Costs | Capitalized Software Costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred. The Company has not capitalized any cost for software development for the years ended December 31, 2019 and 2018, respectively. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Trucking Revenue The Company’s contracts with customers are generally on a purchase order basis and represent a single stand-alone performance obligation to transport property on behalf of a customer at a pre-determined rate. The performance obligation is satisfied at the point in time in which the delivery of property is complete and the Company generally collect payment within 30 days of delivery. Accordingly, revenue for each contract is recognized when the Company’s performance obligation is complete. There are no agency relationships in any if the services related to the trucking sector. Professional Service Revenue TRAQ Pvt Ltd. generally derives its revenues from professional and support services, which includes revenue generated from software development projects and associated fees for consulting, implementation, training, and project management provided to customers using their systems. Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing customization of software’s, selling of licenses, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for consulting and technical support is delivered on as the work is being performed, which is satisfied prior to invoicing. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of- completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. Unbilled revenue represents earnings in excess of billings as at the end of the reporting period. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations. TRAQ Pvt Ltd. has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized ratably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues. Software Solution Revenue Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for hardware components that are purchased by the customer in connection with the solution is delivery of the purchased device, which is satisfied prior to invoicing. The Company provides a twelve-month warranty on their hardware. All units deployed by the Company are past the twelve-month period, thus the Company has not accrued for a warranty liability. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. The following is a summary of revenue for the years ended December 31, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ — $ 144,127 Professional Services Revenue 654,374 — Software Solution Revenue 26,358 37,191 $ 680,732 $ 181,318 |
Costs of Services Provided | Costs of Services Provided Costs of services provided consist of data processing costs, customer support costs including personnel costs to maintain the Company’s proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense is not included in costs of services provided. |
Lease Obligations | Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, less current portion in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. |
Income Taxes | Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. |
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. TraqIQ, Inc., TraqIQ Solutions, OmniM2M and TransportIQ file a consolidated income tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. TRAQ Pvt Ltd. files income tax returns in all India 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. The India tax returns of TRAQ Pvt Ltd. are subject to examination by the India Income Tax Department and India state taxing authority, generally for 12 months after the relevant tax year, 24 months after the relevant tax year in case transfer pricing provisions are applicable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments |
Fair Value Measurements | Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible instruments are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. |
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. |
Retirement Benefits to Employees | Retirement Benefits to Employees Defined Contribution Plan In India, the employees receive benefits from a provident fund, where the employer and employees each make monthly contributions to the plan at a pre-determined rate to the Regional Provident Fund Commissioner. Employer’s contributions to the fund is charged as an expense in the Statements of Operations. Defined Benefit Plan In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, TRAQ Pvt Ltd. provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by Mann. TRAQ Pvt Ltd. records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. TRAQ Pvt Ltd. reserves its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. TRAQ Pvt Ltd.’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation. Other Long-Term Employee Benefits TRAQ Pvt Ltd.’s net obligation in respect of leave encashment is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities at the reporting date that have maturity dates approximating the terms of TRAQ Pvt Ltd.’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized. |
Investments | Investments The Company’s investments are in debt and equity instruments. These investments are accounted for in accordance with ASC 320 Investments – Debt Securities and ASC 321 Investments – Equity Securities. Interest earned under such investments are included in interest income. |
Segment Reporting | Segment Reporting For purposes of segment disclosures, two or more operating segments should be grouped only if the segments meet all the requirements of paragraph 280-10-50-11, including the requirements for similar economic characteristics. As a result, all operating units perform similar services, and approximately 99% of the Company’s revenue is generated from its Indian subsidiary. The Company believes that no segment reporting is required as all remaining operations outside of the Indian subsidiary is immaterial. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses 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 financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company has an accumulated deficit of $1,896,984 and a working capital deficit of $2,697,036, as of December 31, 2019, and a working capital deficit of $1,658,685 as of December 31, 2018. As a result of these factors, management has determined that there is substantial doubt about the Company ability to continue as a going concern. These consolidated 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 consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. In May 2019, the Company acquired 100% of the shares of TRAQ Pvt Ltd. and assumed certain net liabilities in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company. This acquisition will assist the Company in operations and cash flow. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing and the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations, are necessary for the Company to continue operations. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following is a summary of revenue for the years ended December 31, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ — $ 144,127 Professional Services Revenue 654,374 — Software Solution Revenue 26,358 37,191 $ 680,732 $ 181,318 |
Acquisition of Traq Pvt Ltd (Ta
Acquisition of Traq Pvt Ltd (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition | In accordance with ASC 805-20-50-4A, based on the book values which approximate fair values at the effective date of acquisition, the purchase price was recorded as follows: Cash (including restricted cash of $185,399) $ 185,633 Accounts receivables, net 506,951 Prepaid expenses and other current assets 216,956 Right-of-use asset 576,566 Fixed assets 68,260 Customer relationships 448,800 Tradenames 49,799 Investment 42,248 Other assets 37,950 Accounts payable and accrued expenses (173,197 ) Accrued payroll and related taxes (325,629 ) Accrued duties and taxes (66,765 ) Lease liability (585,207 ) Deferred revenue (3,618 ) Cash overdraft (471,017 ) Debt – related parties (61,273 ) Debt (29,041 ) $ 417,416 |
Schedule of Proforma for Business Acquisition | The following table shows pro-forma results for the years December 31, 2019 and December 31, 2018 as if the acquisition had occurred on January 1, 2018. These unaudited pro forma results of operations are based on the historical financial statements and related notes of TRAQ Pvt Ltd. and the Company. For the year ended December 31, 2019 For the year ended December 31, 2018 Revenues $ 1,143,606 $ 1,236,665 Net income (loss) $ (166,533 ) $ (726,273 ) Net income (loss) per share $ (0.01 ) $ (0.03 ) |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Restricted Cash | Cash and restricted cash are as follows: December 31, 2019 December 31, 2018 Cash on hand $ 252 $ - Bank balances 8,842 2,347 Restricted cash 182,627 - Total $ 191,721 $ 2,347 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: December 31, 2019 December 31, 2018 Property and equipment – TRAQ Pvt Ltd. $ 650,621 $ - Less: accumulated depreciation (601,940 ) - Net $ 48,681 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets are as follows: December 31, 2019 December 31, 2018 Customer relationships $ 448,800 $ - Tradenames 49,799 Less: accumulated amortization (20,775 ) - Net $ 477,824 $ - |
Long-Term Investment (Tables)
Long-Term Investment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Long-Term Investment | The Company’s long-term investment is as follows: December 31, 2019 December 31, 2018 Equity Security – Compulsorily Convertible Debenture $ 41,617 $ - |
Long-Term Debt Related Parties
Long-Term Debt Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Related Parties | The following is a summary of the current portion - long-term debt - related parties as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Unsecured advances - CEO (a) $ 1,221,737 $ 728,236 Notes payable - Satinder Thiara (b) 57,000 57,000 Promissory note – Kunaal Sikka (c) 15,000 15,000 Notes payable – Swarn Singh (d) 45,000 45,000 1,338,737 845,236 Current portion of long-term det related parties (1,306,737 ) (845,236 ) Long-term debt – related parties $ 32,000 $ - (a) This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15% annually (1.25% monthly) and are due on demand. For the years ended December 31, 2019 and 2018, the Company repaid $99,700 and $149,406, the CEO made additional advances of $593,201 and $286,130, Interest expense on this loan for the years ended December 31, 2019 and 2018 was $153,588 and $99,800. Accrued interest on this loan at December 31, 2019 and December 31, 2018 is $443,519 and $289,931, respectively. (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000) which is due December 31, 2021, December 13, 2016 ($10,000) which is due December 31, 2021, and May 1, 2018 ($25,000) which matured December 31, 2019 at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $8,550 and $7,372, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $22,923 and $14,373, respectively. Satinder Thiara is a shareholder of the Company and the CEO’s wife. The May 1, 2018 note is in default as of December 31, 2019. As a result the interest rate was changed to 21% annually (1.75% monthly). (c) Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $1,800 and $540, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $2,340 and $540, respectively. The note is in default as of December 31, 2019. As a result the interest rate was changed to 18% annually (1.50% monthly). (d) Note payable to Swarn Singh, father-in-law of the CEO, entered into January 3, 2017 ($25,000) and February 1, 2017 ($20,000) at interest rate of 15% annually (1.25% monthly). These are unsecured notes. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $6,750 and $6,887, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $19,970 and $13,220, respectively. Both notes are due December 31, 2019. The notes are in default as of December 31, 2019. As a result the interest rate was changed to 21% annually (1.75% monthly). |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following is a summary of the long-term debt as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Promissory notes - Kabbage (a) $ 23,826 $ 36,687 Promissory notes – Loan Builder (b) - 12,114 Other debt – in default (c) 6,000 6,000 Yukti Securities Private Limited (d) 4,660 - Lathika Regunathan (e) - - Noor Qazi (f) 50,562 - Auto loan – ICICI Bank (g) 25,662 - Baxter Credit Union (h) 100,000 - Total $ 210,710 $ 54,801 Current portion (191,508 ) (54,801 ) Long-term debt, net of current portion $ 19,202 $ - (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) Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. (c) Note payable to an individual for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the year ended December 31, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. (d) Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. (e) Unsecured loan from Lathika Regunathan, individual, is due on demand. This loan was paid off in the three months ended December 31, 2019. (f) Unsecured loan from Noor Qazi, individual, is due on demand. (g) Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $752, through maturity in May 2023. Of the amount outstanding, the following represents the maturity: Current (2020) - $6,460; 2021 - $7,288; 2022 - $7,952; and 2023 - $3,962. (h) Revolving loan in the amount of $100,000 at 4% interest per annum due December 30, 2020. The loan is guaranteed by the CEO of the Company. |
Current Portion - Convertible_2
Current Portion - Convertible Debt - Related and Unrelated Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Convertible Debt | The following is a summary of current portion - convertible debt - related and unrelated parties as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Face value of notes – related party (a) $ 95,000 $ 95,000 Face value of notes – unrelated parties (a) 98,077 98,077 Excess of the fair value of shares issuable over the face value of the convertible notes (a) 48,257 48,257 $ 241,334 $ 241,334 (a) 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 that were originally due on January 15, 2018 (the “Notes”) in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes to four different parties (two of which were related parties) in the principal amount of $100,000 ($70,000 to related parties). In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. 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. There are two notes that had a maturity date of June 30, 2019, with the remaining notes having a maturity date of December 31, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. The Company has accrued the default interest on the two notes from July 1, 2019 through December 31, 2019. During the year ended December 31, 2018, the Company received additional proceeds from a related party of $25,000 (from Dharam V. Sikka, father of CEO) pursuant to a convertible note payable issued in May 2018, with the same interest rate and conversion terms as the Notes described above, initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. 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 480-10-50-2, 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 note to be amortized into interest expense over the term of the note. |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Remaining Lease Obligation | Remaining Lease Obligation by calendar year (undiscounted cash flows) 2020 $ 122,343 2021 125,670 2022 131,611 2023 140,695 2024 144,520 2025 and thereafter 163,494 Total lease payments 828,333 Less: Imputed interest 273,190 Present value of lease liabilities $ 555,143 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018: 2019 2018 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 7.50 % 7.50 % Temporary differences (0.82 )% 7.75 % Permanent differences (7.41 )% (0.71 )% Impact of Tax Reform Act (0.00 )% (0.00 )% Change in valuation allowance (20.27 )% (35.54 )% Totals 0.00 % 0.00 % |
Schedule of 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 As of December 31, 2019 December 31, 2018 Deferred tax assets: Net operating losses before non-deductible items $ 486,714 $ 417,735 Depreciation (1,616 ) (2,827 ) Related party accrued interest - 32,344 Total deferred tax assets 485,098 447,252 Less: Valuation allowance (485,098 ) (447,252 ) Net deferred tax assets $ - $ - |
India Based Entity [Member] | |
Schedule of Deferred Tax Assets | Significant components of deferred tax liabilities as at December 31, 2019 (was acquired May 2019): As of December 31, 2019 Deferred Tax Assets: Difference between book and tax base of fixed assets $ 56,696 Provision for gratuity 22,253 Provision for leave encashment 8,598 Operating lease 2,339 NOL carryforward (based on last tax return filed per Indian Income Tax laws) 11,404 MAT credit 8,860 Deferred Tax Assets 110,150 Net Deferred Tax Assets 110,150 Less: Valuation allowance (110,150 ) Net Deferred Tax Asset $ - |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Employee Gratuity Plans | The benefit obligation has been measured as of December 31, 2019. The gratuity plan is unfunded. The following table sets forth the activity of the Gratuity Plans and the amounts recognized in the Company’s financial statements for the period May 16, 2019 through December 31, 2019: Period May 16, 2019 through December 31, 2019 Change in projected benefit obligation: Projected benefit obligation as of May 16, 2019 $ 65,550 Service cost 6,982 Interest cost 3,106 Benefits paid (1,932 ) Actuarial gain (loss) on the Obligation 13,086 Effect of exchange rate changes (1,198 ) $ 85,594 Projected benefit obligation as of December 31, 2019 Unfunded amount – non-current $ 74,781 Unfunded amount - current 10,813 Total accrued liability $ 85,594 Components of net period benefit costs: Service cost $ 6,982 Interest cost 3,106 Actuarial gain (loss) on the Obligation 11,888 $ 21,976 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.70% per annum Rate of increase in compensation levels 10.00 % per annum Leave Encashment The other long-term employee benefits has been measured as of December 31, 2019. The following table sets forth the activity of the leave encashment and the amounts recognized in TRAQ Pvt Ltd.’s financial statements at the end of the period May 16, 2019 through December 31, 2019: Period May 16, 2019 through December 31, 2019 Change in projected benefit obligation: Projected benefit obligation as of May 16, 2019 $ 24,243 Service cost 3,646 Interest cost 940 Benefits paid (919 ) Actuarial gain (loss) on the Obligation 5,617 Effect of exchange rate changes (457 ) $ 33,070 Projected benefit obligation as of December 31, 2019 Unfunded amount – non-current $ 5,388 Unfunded amount - current 27,682 Total accrued liability $ 33,070 Components of net period benefit costs: Service cost $ 3,646 Interest cost 940 Actuarial gain (loss) on the Obligation 5,160 $ 9,746 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.70% per annum Rate of increase in compensation levels 10.00 % per annum |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | May 16, 2019 | Dec. 01, 2017 | Jul. 19, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2019 |
Target revenue | $ 680,732 | $ 181,318 | ||||
Traqiq Solutions Private Limited [Member] | ||||||
Warrants to purchase common stock | 1,329,272 | |||||
Percentage of voting interest acquired | 100.00% | |||||
Warrants term | 5 years | |||||
Target revenue | $ 654,374 | |||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | ||||||
Warrants to purchase common stock | 1,329,272 | |||||
Warrants to purchase common stock, value | $ 268 | |||||
Percentage of voting interest acquired | 100.00% | |||||
Warrants term | 5 years | |||||
Target revenue | $ 1,100,000 | |||||
Pre-tax profit percentage | 25.00% | |||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | Immediately Upon Closing [Member] | ||||||
Warrants to purchase common stock | 100,771 | |||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | One-Year After the Date of Closing [Member] | ||||||
Warrants to purchase common stock | 859,951 | |||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | Two-years After the Date of Closing [Member] | ||||||
Warrants to purchase common stock | 368,550 | |||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | ||||||
Ownership interest percentage | 100.00% | |||||
Exchange shares of common stock | 12,000,000 | |||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | Pro Rata Basis [Member] | ||||||
Number shares issued during period | 12,000,000 | |||||
Share Exchange Agreement [Member] | TransportIQ, Inc. [Member] | Ajay Sikka [Member] | ||||||
Exchange of cancellation debt | $ 18,109 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2019 | |
Cash equivalents | |||
Restricted cash | 182,627 | ||
Allowance for accounts receivable | |||
Intangible assets estimated useful lives | 15 years | ||
Impairment of long-lived assets | |||
Concentration risk percentage | 10.00% | ||
Accumulated deficit | $ (1,896,984) | (1,673,775) | |
Working capital deficit | $ 2,697,036 | $ 1,658,685 | |
Traqiq Solutions Private Limited [Member] | |||
Percentage of voting interest acquired | 100.00% | ||
Warrants term | 5 years | ||
Warrants to purchase common stock | 1,329,272 | ||
Sales Revenue, Net [Member] | |||
Concentration risk percentage | 99.00% | ||
Minimum [Member] | |||
Property and equipment estimated useful life | 3 years | ||
Maximum [Member] | |||
Property and equipment estimated useful life | 10 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 680,732 | $ 181,318 |
Trucking Revenue [Member] | ||
Revenue | 144,127 | |
Professional Services Revenue [Member] | ||
Revenue | 654,374 | |
Software Solution Revenue [Member] | ||
Revenue | $ 26,358 | $ 37,191 |
Acquisition of Traq Pvt Ltd (De
Acquisition of Traq Pvt Ltd (Details Narrative) - USD ($) | May 16, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2019 |
Target revenue | $ 680,732 | $ 181,318 | ||
Gain (loss) on bargain purchase | $ 417,148 | |||
Traqiq Solutions Private Limited [Member] | ||||
Percentage of voting interest acquired | 100.00% | |||
Warrants term | 5 years | |||
Warrants to purchase common stock | 1,329,272 | |||
Target revenue | $ 654,374 | |||
Gain (loss) on bargain purchase | 26,983 | |||
Net assets acquired | $ 417,416 | |||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | ||||
Percentage of voting interest acquired | 100.00% | |||
Warrants term | 5 years | |||
Warrants to purchase common stock | 1,329,272 | |||
Warrants to purchase common stock, value | $ 268 | |||
Target revenue | $ 1,100,000 | |||
Pre-tax profit percentage | 25.00% | |||
Gain (loss) on bargain purchase | $ 417,148 | |||
Net assets acquired | $ 417,416 | |||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | Immediately Upon Closing [Member] | ||||
Warrants to purchase common stock | 100,771 | |||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | One-Year After the Date of Closing [Member] | ||||
Warrants to purchase common stock | 859,951 | |||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | Two-years After the Date of Closing [Member] | ||||
Warrants to purchase common stock | 368,550 |
Acquisition of Traq Pvt Ltd - S
Acquisition of Traq Pvt Ltd - Schedule of Business Acquisition (Details) - Traqiq Solutions Private Limited [Member] | May 16, 2019USD ($) |
Cash (including restricted cash of $185,399) | $ 185,633 |
Accounts receivables, net | 506,951 |
Prepaid expenses and other current assets | 216,956 |
Right-of-use asset | 576,566 |
Fixed assets | 68,260 |
Customer relationships | 448,800 |
Tradenames | 49,799 |
Investment | 42,248 |
Other assets | 37,950 |
Accounts payable and accrued expenses | (173,197) |
Accrued payroll and related taxes | (325,629) |
Accrued duties and taxes | (66,765) |
Lease liability | (585,207) |
Deferred revenue | (3,618) |
Cash overdraft | (471,017) |
Debt - related parties | (61,273) |
Debt | (29,041) |
Net assets acquired | $ 417,416 |
Acquisition of Traq Pvt Ltd -_2
Acquisition of Traq Pvt Ltd - Schedule of Business Acquisition (Details) (Parenthetical) | May 16, 2019USD ($) |
Mann-India Technologies Private Ltd [Member] | |
Restricted cash | $ 185,399 |
Acquisition of Traq Pvt Ltd -_3
Acquisition of Traq Pvt Ltd - Schedule of Proforma for Business Acquisition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenues | $ 1,143,606 | $ 1,236,665 |
Net income (loss) | $ (166,533) | $ (726,273) |
Net income (loss) per share | $ (0.01) | $ (0.03) |
Cash and Restricted Cash (Detai
Cash and Restricted Cash (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents |
Cash and Restricted Cash - Sche
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Cash on hand | $ 252 | |
Bank balances | 8,842 | 2,347 |
Restricted cash | 182,627 | |
Total | $ 191,721 | $ 2,347 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 22,065 | $ 0 |
Fixed Assets - Schedule of Prop
Fixed Assets - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment - TRAQ Pvt Ltd. | $ 650,621 | |
Less: Accumulated Depreciation | (601,940) | |
Property and Equipment, Net | $ 48,681 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 20,775 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Less: Accumulated Amortization | $ (20,775) | |
Intangible Assets, Net | 477,824 | |
Customer Relationships [Member] | ||
Intangible Assets, Gross | 448,800 | |
Tradenames [Member] | ||
Intangible Assets, Gross | $ 49,799 |
Long-Term Investment (Details N
Long-Term Investment (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Investment percentage | 1.00% |
Convertible debenture term | 7 years |
Long-Term Investment - Schedule
Long-Term Investment - Schedule of Long-Term Investment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Long Term Investment | $ 41,617 | |
Equity Security - Compulsorily Convertible Debenture [Member] | ||
Long Term Investment | $ 41,617 |
Long-Term Debt Related Partie_2
Long-Term Debt Related Parties - Schedule of Long-Term Debt Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Long term debt current - related parties | $ 1,338,737 | $ 845,236 | |
Current portion of long-term det related parties | (1,306,737) | (845,236) | |
Long-term debt - related parties | 32,000 | ||
Unsecured advances - CEO [Member] | |||
Long term debt current - related parties | [1] | 1,221,737 | 728,236 |
Notes Payable - Satinder Thiara [Member] | |||
Long term debt current - related parties | [2] | 57,000 | 57,000 |
Promissory Note - Kunaal Sikka [Member] | |||
Long term debt current - related parties | [3] | 15,000 | 15,000 |
Notes Payable - Swarn Singh [Member] | |||
Long term debt current - related parties | [4] | $ 45,000 | $ 45,000 |
[1] | This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15% annually (1.25% monthly) and are due on demand. For the years ended December 31, 2019 and 2018, the Company repaid $99,700 and $149,406, the CEO made additional advances of $593,201 and $286,130, Interest expense on this loan for the years ended December 31, 2019 and 2018 was $153,588 and $99,800. Accrued interest on this loan at December 31, 2019 and December 31, 2018 is $443,519 and $289,931, respectively. | ||
[2] | Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000) which is due December 31, 2021, December 13, 2016 ($10,000) which is due December 31, 2021, and May 1, 2018 ($25,000) which matured December 31, 2019 at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $8,550 and $7,372, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $22,923 and $14,373, respectively. Satinder Thiara is a shareholder of the Company and the CEO's wife. The May 1, 2018 note is in default as of December 31, 2019. As a result the interest rate was changed to 21% annually (1.75% monthly). | ||
[3] | Unsecured promissory note from Kunaal Sikka, the CEO's son, dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $1,800 and $540, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $2,340 and $540, respectively. The note is in default as of December 31, 2019. As a result the interest rate was changed to 18% annually (1.50% monthly). | ||
[4] | Note payable to Swarn Singh, father-in-law of the CEO, entered into January 3, 2017 ($25,000) and February 1, 2017 ($20,000) at interest rate of 15% annually (1.25% monthly). These are unsecured notes. Interest expense on these loans for the years ended December 31, 2019 and 2018 was $6,750 and $6,887, respectively. Accrued interest on these loans at December 31, 2019 and 2018 is $19,970 and $13,220, respectively. Both notes are due December 31, 2019. The notes are in default as of December 31, 2019. As a result the interest rate was changed to 21% annually (1.75% monthly). |
Long-Term Debt Related Partie_3
Long-Term Debt Related Parties - Schedule of Long-Term Debt Related Parties (Details) (Parenthetical) - USD ($) | Sep. 13, 2018 | May 02, 2018 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 13, 2016 | May 25, 2016 | Jan. 01, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Repayments of long term debt - related parties | $ 104,841 | $ 149,406 | |||||||
Additional advance from related party | $ 593,201 | $ 326,130 | |||||||
Kunaal Sikka [Member] | |||||||||
Loan bears annual interest rate | 12.00% | 18.00% | 18.00% | ||||||
Loan bears monthly interest rate | 1.50% | 1.50% | |||||||
Interest expense | $ 1,800 | $ 540 | |||||||
Accrued interest | $ 2,230 | $ 540 | |||||||
Debt instrument maturity date | Dec. 31, 2019 | ||||||||
Advance from related party debt | $ 15,000 | ||||||||
Swarn Singh [Member] | |||||||||
Loan bears annual interest rate | 15.00% | 15.00% | 21.00% | 21.00% | |||||
Loan bears monthly interest rate | 1.75% | 1.75% | |||||||
Interest expense | $ 6,750 | $ 6,887 | |||||||
Accrued interest | $ 19,970 | $ 13,220 | |||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2019 | |||||||
Notes Payable | $ 20,000 | $ 25,000 | |||||||
Notes Payable to Satinder Thiara [Member] | |||||||||
Loan bears annual interest rate | 15.00% | 15.00% | 15.00% | 21.00% | 21.00% | ||||
Loan bears monthly interest rate | 1.25% | 1.25% | 1.25% | 1.75% | 1.75% | ||||
Interest expense | $ 8,550 | $ 7,372 | |||||||
Accrued interest | $ 22,923 | $ 14,373 | |||||||
Note payable to related parties | $ 25,000 | $ 10,000 | $ 22,000 | ||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2019 | ||||
Chief Executive Officer [Member] | |||||||||
Loan bears annual interest rate | 15.00% | ||||||||
Loan bears monthly interest rate | 1.25% | ||||||||
Repayments of long term debt - related parties | $ 99,700 | $ 149,406 | |||||||
Additional advance from related party | 593,201 | 286,130 | |||||||
Interest expense | 153,588 | 99,800 | |||||||
Accrued interest | $ 443,519 | $ 289,931 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Long term debt, total | $ 210,710 | $ 54,801 | |
Current portion | (191,508) | (54,801) | |
Long-term debt, net of current portion | 19,202 | ||
Lathika Regunathan [Member] | |||
Long term debt, total | [1] | ||
Noor Qazi [Member] | |||
Long term debt, total | [2] | 50,562 | |
Promissory Notes - Kabbage [Member] | |||
Long term debt, total | [3] | 23,826 | 36,687 |
Promissory Notes - Loan Builder [Member] | |||
Long term debt, total | [4] | 12,114 | |
Other Debt - in Default [Member] | |||
Long term debt, total | [5] | 6,000 | 6,000 |
Yukti Securities Private Limited [Member] | |||
Long term debt, total | [6] | 4,660 | |
Auto Loan - ICICI Bank [Member] | |||
Long term debt, total | [7] | 25,662 | |
Baxter Credit Union [Member] | |||
Long term debt, total | [8] | $ 100,000 | |
[1] | Unsecured loan from Lathika Regunathan, individual, is due on demand. This loan was paid off in the three months ended December 31, 2019. | ||
[2] | Unsecured loan from Noor Qazi, individual, is due on demand. | ||
[3] | Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. | ||
[4] | Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. | ||
[5] | Note payable to an individual for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the year ended December 31, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. | ||
[6] | Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. | ||
[7] | Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $752, through maturity in May 2023. Of the amount outstanding, the following represents the maturity: Current (2020) - $6,460; 2021 - $7,288; 2022 - $7,952; and 2023 - $3,962. | ||
[8] | Revolving loan in the amount of $100,000 at 4% interest per annum due December 30, 2020. The loan is guaranteed by the CEO of the Company. |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | May 31, 2018 | |
Promissory Notes - Loan Builder [Member] | ||||
Business loan agreement, amount payable | $ 18,000 | |||
Debt periodic payment description | Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. | |||
Periodic payment of debt | $ 409 | |||
Debt instrument, face value | $ 100,000 | |||
Other Debt - in Default [Member] | ||||
Note payable to related parties | $ 7,500 | |||
Payment of notes payable | $ 1,500 | |||
Auto Loan - ICICI Bank [Member] | ||||
Debt periodic payment description | Payments are monthly at $752, through maturity in May 2023. | |||
Periodic payment of debt | $ 752 | |||
Current (2020) | 6,460 | |||
2021 | 7,288 | |||
2022 | 7,952 | |||
2023 | 3,962 | |||
Revolving Loan [Member] | ||||
Business loan agreement, amount payable | $ 100,000 | |||
Debt instrument, interest rate | 4.00% | |||
Debt, maturity date | Dec. 30, 2020 |
Current Portion - Convertible_3
Current Portion - Convertible Debt - Related and Unrelated Parties (Details Narrative) - Convertible Promissory Notes [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Interest expense | $ 12,598 | $ 11,215 |
Accrued interest | $ 27,936 | $ 14,979 |
Current Portion - Convertible_4
Current Portion - Convertible Debt - Related and Unrelated Parties - Summary of Carrying Value of Convertible Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Excess of the fair value of shares issuable over the face value of the convertible notes | [1] | $ 48,257 | $ 48,257 |
Convertible debt current - Related and unrelated parties | 241,334 | 241,334 | |
Related Party [Member] | |||
Debt instrument, face value | [1] | 95,000 | 95,000 |
Unrelated Parties [Member] | |||
Debt instrument, face value | [1] | $ 98,077 | $ 98,077 |
[1] | 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 that were originally due on January 15, 2018 (the "Notes") in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes to four different parties (two of which were related parties) in the principal amount of $100,000 ($70,000 to related parties). In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. 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. There are two notes that had a maturity date of June 30, 2019, with the remaining notes having a maturity date of December 31, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. The Company has accrued the default interest on the two notes from July 1, 2019 through December 31, 2019. During the year ended December 31, 2018, the Company received additional proceeds from a related party of $25,000 (from Dharam V. Sikka, father of CEO) pursuant to a convertible note payable issued in May 2018, with the same interest rate and conversion terms as the Notes described above, initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. Because the Notes are convertible into a variable number of shares of common stock based on a fixed dollar amount, in accordance with ASC Topic 480-10-50-2, the notes are recorded at the fair value of the shares issuable upon conversion. The excess of the fair value of shares issuable over the face value of the Notes is recorded as a discount to the note to be amortized into interest expense over the term of the note. |
Current Portion - Convertible_5
Current Portion - Convertible Debt - Related and Unrelated Parties - Summary of Carrying Value of Convertible Debt (Details) (Parenthetical) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Jul. 31, 2017USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2019USD ($)d | Dec. 31, 2018USD ($) | |
Proceeds from convertible debt - related parties | $ 25,000 | ||||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | |||||
Convertible debt percentage | 6.00% | 6.00% | |||
Debt due date | Jan. 15, 2018 | ||||
Debt instrument, face value | $ 68,077 | ||||
Debt maturity description | The holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. | ||||
Debt interest rate increases during the period | 10.00% | ||||
Debt into shares of common stock at conversion rate | 80.00% | ||||
Debt trading days | d | 5 | ||||
Four Related Parties [Member] | Convertible Promissory Notes [Member] | |||||
Proceeds from convertible debt - related parties | $ 100,000 | ||||
Related Parties [Member] | Convertible Promissory Notes [Member] | |||||
Proceeds from convertible debt - related parties | $ 70,000 | ||||
Satinder Thiara and Dharam V. Sikka [Member] | |||||
Debt due date | Dec. 31, 2019 | ||||
Proceeds from convertible debt - related parties | $ 25,000 | ||||
Debt maturity description | Initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Aug. 02, 2017USD ($)$ / sharesshares | Jul. 19, 2017shares | May 16, 2020USD ($) | Dec. 31, 2019d$ / sharesshares | May 31, 2019shares | May 16, 2019USD ($)shares | Dec. 31, 2018$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 27,297,960 | 27,297,960 | |||||
Common stock, shares outstanding | 27,297,960 | 27,297,960 | |||||
Traqiq Solutions Private Limited [Member] | |||||||
Percentage of voting interest acquired | 100.00% | ||||||
Warrants term | 5 years | ||||||
Warrants to purchase common stock | 1,329,272 | ||||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | |||||||
Percentage of voting interest acquired | 100.00% | ||||||
Warrants term | 5 years | ||||||
Warrants to purchase common stock | 1,329,272 | ||||||
Warrants to purchase common stock, value | $ | $ 268 | ||||||
Increase in additional paid in capital | $ | $ 268 | ||||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | Immediately Upon Closing [Member] | |||||||
Warrants to purchase common stock | 100,771 | ||||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | One-Year After the Date of Closing [Member] | |||||||
Warrants to purchase common stock | 859,951 | ||||||
Share Exchange Agreement [Member] | Traqiq Solutions Private Limited [Member] | Two-years After the Date of Closing [Member] | |||||||
Warrants to purchase common stock | 368,550 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Convertible debt percentage | 85.00% | ||||||
Debt trading days | d | 20 | ||||||
Conversion price description | (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"). | ||||||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | |||||||
Preferred stock, par value | $ / shares | $ 500 | ||||||
Series A Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||
Number of common stock shares issued during period | 50,000 | 50,000 | |||||
Shares issued price per share | $ / shares | $ 0.20 | ||||||
Number of common stock value issued during period | $ | $ 10,000 |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 17, 2019 | Dec. 31, 2018 | |
Lease right of use asset | $ 537,268 | ||
Lease liability | 555,143 | ||
Rent expense | 74,214 | ||
Unamortized lease right of use asset | $ 537,268 | ||
Traqiq Solutions Private Limited [Member] | |||
Lease right of use asset | $ 576,566 | ||
Lease liability | $ 585,207 |
Operating Lease - Schedule of R
Operating Lease - Schedule of Remaining Lease Obligation (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 122,343 |
2021 | 125,670 |
2022 | 131,611 |
2023 | 140,695 |
2024 | 144,520 |
2025 and thereafter | 163,494 |
Total lease payments | 828,333 |
Less: Imputed interest | 273,190 |
Present value of lease liabilities | $ 555,143 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration risk percentage | 10.00% | |
Sales Revenue, Net [Member] | ||
Concentration risk percentage | 99.00% | |
Sales Revenue, Net [Member] | Two Major Customers [Member] | ||
Concentration risk percentage | 82.00% | 91.00% |
Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration risk percentage | 67.00% | 77.00% |
Cost of Sales [Member] | Five Vendors [Member] | ||
Concentration risk percentage | 84.00% |
Contingency (Details Narrative)
Contingency (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency pursuant to agreement with driver | $ 190,000 |
Loss contingency, eligibility of company fees, per day | $ 800 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating loss carry forward | $ 1,807,667 | |
Operating loss carry forward expiration, description | Expiring through 2037 | |
Increased in valuation allowance | $ 37,846 | |
U.S. Corporate federal income tax rate | 21.00% | 21.00% |
Income tax reconciliation description | 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. | |
Deferred tax assets remeasurement | $ 31,000 | |
Penalties or interest expensed | ||
Penalties or interest accrued | ||
Deferred tax assets | 485,098 | $ 447,252 |
India Based Entity [Member] | ||
Deferred tax assets | $ 110,150 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21.00% | 21.00% |
State income taxes at statutory rate | 7.50% | 7.50% |
Temporary differences | (0.82%) | 7.75% |
Permanent differences | (7.41%) | (0.71%) |
Impact of Tax Reform Act | (0.00%) | (0.00%) |
Change in valuation allowance | (20.27%) | (35.54%) |
Totals | 0.00% | 0.00% |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating losses before non-deductible items | $ 486,714 | $ 417,735 |
Depreciation | (1,616) | (2,827) |
Related party accrued interest | 32,344 | |
Total deferred tax assets | 485,098 | 447,252 |
Less: Valuation allowance | (485,098) | (447,252) |
Net deferred tax assets | ||
India Based Entity [Member] | ||
Net operating losses before non-deductible items | 11,404 | |
Difference between book and tax base of fixed assets | 56,696 | |
Provision for gratuity | 22,253 | |
Provision for leave encashment | 8,598 | |
Operating lease | 2,339 | |
MAT credit | 8,860 | |
Total deferred tax assets | 110,150 | |
Less: Valuation allowance | (110,150) | |
Net deferred tax assets |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Employee Gratuity Plans (Details) - USD ($) | 8 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | |
Projected benefit obligation as of May 16, 2019 | $ 65,550 | ||
Service cost | 6,982 | ||
Interest cost | 3,106 | ||
Benefits paid | (1,932) | ||
Actuarial gain (loss) on the Obligation | 13,086 | ||
Effect of exchange rate changes | (1,198) | ||
Projected benefit obligation as of December 31, 2019 | $ 85,594 | 85,594 | |
Unfunded amount - non-current | $ 74,781 | ||
Unfunded amount - current | 10,813 | ||
Total accrued liability | 85,594 | $ 65,550 | 85,594 |
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Discount rate | 6.70% | ||
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Rate of increase in compensation levels | 10.00% | ||
Other Long-term Employee Benefits - Leave Encashment [Member] | |||
Projected benefit obligation as of May 16, 2019 | 24,243 | ||
Service cost | 3,646 | ||
Interest cost | 940 | ||
Benefits paid | (919) | ||
Actuarial gain (loss) on the Obligation | 5,617 | ||
Effect of exchange rate changes | (457) | ||
Projected benefit obligation as of December 31, 2019 | 33,070 | $ 33,070 | |
Unfunded amount - non-current | 5,388 | ||
Unfunded amount - current | 27,682 | ||
Total accrued liability | $ 24,243 | 33,070 | $ 33,070 |
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Discount rate | 6.70% | ||
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Rate of increase in compensation levels | 10.00% | ||
Components of Net Period Benefit Costs [Member] | |||
Service cost | $ 6,982 | ||
Interest cost | 3,106 | ||
Actuarial gain (loss) on the Obligation | 11,888 | ||
Components of net period benefit costs | $ 21,976 | ||
Components of Net Period Benefit Costs [Member] | Other Long-term Employee Benefits - Leave Encashment [Member] | |||
Service cost | 3,646 | ||
Interest cost | 940 | ||
Actuarial gain (loss) on the Obligation | 5,160 | ||
Components of net period benefit costs | $ 9,746 |