Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT No.2 |
Entity Registrant Name | TRAQIQ, INC. |
Entity Central Index Key | 0001514056 |
Entity Tax Identification Number | 30-0580318 |
Entity Incorporation, State or Country Code | CA |
Entity Address, Address Line One | 4205 SE 36th Street |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Bellevue |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98006 |
City Area Code | (425) |
Local Phone Number | 818-0560 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 56,329 | $ 29,658 |
Accounts receivable, net | 774,146 | 521,618 |
Note receivable - related party | 227,877 | |
Prepaid expenses and other current assets | 150,272 | 5,761 |
Total Current Assets | 980,747 | 784,914 |
Fixed assets, net | 34,165 | 36,373 |
Intangible assets, net | 1,206,966 | 444,584 |
Goodwill | 5,863,058 | |
Restricted cash | 114,199 | 28,746 |
Long-term investment | 40,603 | |
Deferred tax assets | 116,111 | |
Right-of-use asset | 112,076 | 126,118 |
Long-term taxes receivable | 122,136 | 316,525 |
Other assets | 3,137 | 3,196 |
Total Non-current Assets | 7,571,848 | 996,145 |
TOTAL ASSETS | 8,552,595 | 1,781,059 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,146,015 | 1,163,505 |
Cash overdraft | 218,747 | 188,721 |
Accrued payroll and related taxes | 412,144 | 327,084 |
Accrued taxes and duties payable | 72,169 | 46,577 |
Deferred revenue | 3,831 | |
Derivative liability | 1,152,620 | |
Contingent consideration - Rohuma | 1,383,954 | |
Contingent consideration - Mimo | 656,179 | |
Current portion - lease liability | 13,071 | 8,779 |
Current portion - long-term debt - related parties | 3,892,463 | 1,843,399 |
Current portion - long-term debt | 218,972 | 133,761 |
Current portion - convertible notes payable, net of discounts | 654,851 | |
Current portion - convertible debt - long-term debt - related and unrelated parties | 241,334 | |
Total Current Liabilities | 10,825,016 | 3,953,160 |
Long-term debt, net of current portion | 36,052 | 59,856 |
Long-term debt - related parties, net of current portion | ||
Lease liability, net of current portion | 109,830 | 125,219 |
Total Non-current Liabilities | 145,882 | 185,075 |
Total Liabilities | 10,970,898 | 4,138,235 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, par value, $0.0001, 10,000,000 shares authorized, Series A Convertible Preferred, 0 and 50,000 shares issued and outstanding, respectively | 5 | |
Common stock, par value, $0.0001, 300,000,000 shares authorized, 4,171,638 and 3,412,281 issued and outstanding, respectively | 417 | 341 |
Additional paid in capital | 6,508,931 | 119,650 |
Accumulated deficit | (8,953,768) | (2,504,893) |
Accumulated other comprehensive income (loss) | 30,605 | 27,721 |
Total Stockholders’ Equity (Deficit) before Non-controlling Interest | (2,413,815) | (2,357,176) |
Non-controlling interest | (4,488) | |
Total Stockholders’ Equity (Deficit) | (2,418,303) | (2,357,176) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 8,552,595 | $ 1,781,059 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par or stated value per share | $ 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 | 4,171,638 | 3,412,281 |
Common stock, shares outstanding | 4,171,638 | 3,412,281 |
Series A convertible preferred stock [Member] | ||
Preferred stock, shares issued | 0 | 50,000 |
Preferred stock, shares outstanding | 0 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 2,712,300 | $ 1,009,949 |
COST OF REVENUE | 2,203,770 | 546,569 |
GROSS PROFIT | 508,530 | 463,380 |
OPERATING EXPENSES | ||
Salaries and salary related costs | 1,731,411 | 284,258 |
Professional fees | 814,832 | 201,430 |
Rent expense | 32,087 | 101,845 |
Depreciation and amortization expense | 78,208 | 47,988 |
General and administrative expenses | 2,804,626 | 182,827 |
Total Operating Expenses | 5,461,164 | 818,348 |
OPERATING LOSS | (4,952,634) | (354,968) |
OTHER INCOME (EXPENSE) | ||
Change in fair value of derivative liability | (952,421) | |
Derivative expense | (124,966) | |
Gain on sale of assets | 146 | |
Gain on extinguishment of derivative liability | 1,089,675 | |
Loss on settlement of debt, net | (108,411) | |
PPP forgiveness and other income | 10,954 | 76,248 |
Interest expense, net of interest income | (1,325,956) | (328,380) |
Total other income (expense) | (1,410,979) | (252,132) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (6,363,613) | (607,100) |
Provision for income taxes | 89,750 | 809 |
NET LOSS | (6,453,363) | (607,909) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 4,488 | |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | (6,448,875) | (607,909) |
Other comprehensive loss | ||
Foreign currency translations adjustment | 2,884 | 6,477 |
Comprehensive loss | $ (6,445,991) | $ (601,432) |
Net loss per share | $ (1.64) | $ (0.18) |
Weighted average common shares outstanding - basic and diluted | 3,930,807 | 3,412,245 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Subscription receivable [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 5 | $ 341 | $ 15,012 | $ (1,896,984) | $ 21,244 | $ (1,860,382) | ||
Balance, shares at Dec. 31, 2019 | 50,000 | 3,412,281 | ||||||
Stock-based compensation on granting of options | 104,638 | 104,638 | ||||||
Net loss for the year | (607,909) | 6,477 | $ (601,432) | |||||
Shares of stock issued for cash, shares | 0 | |||||||
Shares issued for exercise of warrants, shares | ||||||||
Ending balance at Dec. 31, 2020 | $ 5 | $ 341 | 119,650 | (2,504,893) | 27,721 | $ (2,357,176) | ||
Balance, shares at Dec. 31, 2020 | 50,000 | 3,412,281 | ||||||
Stock-based compensation on granting of options | 412,447 | 412,447 | ||||||
Net loss for the year | (6,448,875) | 2,884 | (4,488) | (6,450,479) | ||||
Shares of stock issued for cash | $ 7 | 494,493 | 494,500 | |||||
Shares of stock issued for cash, shares | 75,625 | |||||||
Shares of stock issued for conversion of notes payable and accrued interest | $ 8 | 427,560 | 427,568 | |||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | 83,773 | |||||||
Shares of stock issued for services rendered | $ 18 | 1,344,977 | 1,344,995 | |||||
Shares of stock issued for acquisition of Rohuma (first tranche) | 178,875 | |||||||
Shares of stock issued for acquisition of Rohuma (first tranche) | $ 32 | 2,049,789 | 2,049,821 | |||||
Shares of stock issued for acquisition of rohuma (first tranche) | 320,285 | |||||||
Shares of stock issued for providing note payable | $ 4 | 446,996 | 447,000 | |||||
Shares of stock issued for providing note payable, shares | 37,500 | |||||||
Conversion of Series A Preferred Stock to Common Stock | $ (5) | $ 1 | 4 | |||||
Conversion of series A peferred stock to common stock, shares | (50,000) | 6,899 | ||||||
Shares issued for exercise of warrants | $ 6 | 39 | $ 45 | |||||
Shares issued for exercise of warrants, shares | 56,400 | |||||||
Stock-based compensation - warrants granted for consulting | 122,070 | $ 122,070 | ||||||
Stock-based compensation for restricted stock grants (shares not issued) | 106,638 | 106,638 | ||||||
Warrants earned for acquisition of Mimo | 984,268 | 984,268 | ||||||
Ending balance at Dec. 31, 2021 | $ 417 | $ 6,508,931 | $ (8,953,768) | $ 30,605 | $ (4,488) | $ (2,418,303) | ||
Balance, shares at Dec. 31, 2021 | 4,171,638 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (6,448,875) | $ (607,909) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Change in non-controlling interest | (4,488) | |
Bad debt expense | 238,422 | |
Forgiveness of debt | (10,057) | (64,725) |
Depreciation and amortization | 78,208 | 47,988 |
Lease cost, net of repayment | 3,091 | 6,297 |
Foreign currency (gain) loss | 3,785 | 29,587 |
Stock-based compensation | 641,155 | 104,638 |
Common stock issued for services rendered | 1,791,995 | |
Change in fair value of derivative liability and derivative expense | 1,077,387 | |
Gain on extinguishment of derivative liability | (1,089,675) | |
Loss on settlement of debt | 108,411 | |
Amortization of discounts on debt | 629,759 | |
Gain on sale of assets | (146) | |
Changes in assets and liabilities | ||
Accounts receivable | (528,965) | 65,816 |
Prepaid expenses and other current assets | 294,165 | (144,600) |
Other assets | 28,647 | |
Accounts payable, accrued expenses and deferred taxes | 85,383 | 293,943 |
Accrued payroll and payroll taxes | (24,784) | 55,967 |
Accrued duties and taxes | (7,874) | (2,813) |
Total adjustments | 3,285,772 | 420,745 |
Net cash (used in) operating activities | (3,163,103) | (187,164) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Cash received in acquisition of Mimo | 42,844 | |
Cash received in acquisition of Rohuma | 5,945 | |
Acquisition of Mimo | (21,825) | |
Advances of note receivable - related party | (227,877) | |
Acquisition of fixed assets | (6,023) | (3,709) |
Net cash provided by (used in) investing activities | 20,941 | (231,586) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Increase (decrease) in cash overdraft | 30,539 | (228,745) |
Proceeds from the issuance of common stock | 494,500 | |
Proceeds from the exercise of warrants | 45 | |
Proceeds from convertible notes | 1,715,000 | |
Repayment of convertible notes | (515,615) | |
Proceeds from long-term debt - related parties | 2,986,125 | 554,940 |
Repayment of long-term debt - related parties | (1,292,397) | (42,100) |
Proceeds from long-term debt | 50,331 | 197,540 |
Repayments of long-term debt | (214,242) | (196,202) |
Net cash provided by financing activities | 3,254,286 | 285,433 |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | 112,124 | (133,317) |
CASH AND RESTRICTED CASH - BEGINNING OF YEAR | 58,404 | 191,721 |
CASH AND RESTRICTED CASH - END OF YEAR | 170,528 | 58,404 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest expense | 132,166 | 84,830 |
Income taxes | 89,750 | 1,609 |
SUMMARY OF NON-CASH ACTIVITIES: | ||
Common stock issued for conversion of long-term debt, related and unrelated parties | 427,568 | |
Rohuma, LLC [Member] | ||
SUMMARY OF NON-CASH ACTIVITIES: | ||
Accounts receivable | 4,179 | |
Prepaid and other current assets | 8,943 | |
Fixed assets | 4,512 | |
Investment | 1,440 | |
Accounts payable and accrued expenses | (58,153) | |
Accrued duties and taxes | (2,688) | |
Long-term debt - related parties | (37,776) | |
Long-term debt | (10,000) | |
Cash overdraft | (2,980) | |
Cash | 6,027 | |
Total net assets acquired | (86,496) | |
Consideration per Share Exchange Agreement | 3,433,776 | |
Goodwill/(Bargain Purchase Gain) | 3,520,272 | |
MIMO Technologies PVT Ltd [Member] | ||
SUMMARY OF NON-CASH ACTIVITIES: | ||
Accounts receivable | 58,692 | |
Prepaid and other current assets | 272,872 | |
Fixed assets | 153,186 | |
Intellectual property | 508,669 | |
Tradenames | 169,556 | |
Accrued payroll and related taxes | (104,750) | |
Accounts payable and accrued expenses | (708,833) | |
Accrued duties and taxes | (28,213) | |
Long-term debt - related parties | (343,118) | |
Long-term debt | (236,712) | |
Comprehensive income | (42,735) | |
Cash | 43,851 | |
Total net assets acquired | (257,535) | |
Consideration per Share Exchange Agreement | 2,085,653 | |
Goodwill/(Bargain Purchase Gain) | $ 2,343,188 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
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 1,500,000 1,500,000 18,109 The Financial Industry Regulatory Authority on March 18, 2022, approved a reverse 1 for 8 stock split of the Company’s common shares. The reverse split was effective on March 21, 2022. The common shares and common share equivalents as well as the per-share amounts have been retroactively restated in accordance with ASC 855-10-25 and the loss per share figures have been retroactively restated in accordance with ASC 260-10-55-12. Overview of the Company With operations concentrated in India, Southeast Asia and Latin America, the Company helps businesses in emerging markets leverage the “gig” or task economy by providing both technology solutions and a network of workers required to fulfill those tasks. The Company provides software as a service that enables clients to build and manage a network of contract task workers. This platform can also be used by business clients to manage their employees who are performing services, such as PC repair or food delivery. In addition, with the recent acquisition of Mimo Technologies Private Limited (“Mimo”), Mimo operates a network of over 14,000 task workers in India who make deliveries, collect payments, do background verifications, and fulfill tasks across the supply chain, as needed by business clients to deliver their products and services to their respective markets and customers. TraQSuite is a cloud based software platform with a revenue model based on initial and transaction-based licensing fees as well as consulting fees. Licensees pay an initial per-module fee that varies depending on the number of modules that are licensed. This fee is typically $ 10,000 75 5 1 The Company’s TraQSuite software platform powers the last mile distribution network, allowing business users to target customers, facilitate and validate transactions, track and manage task workers, manage funds and run a distribution network. Key features of the TraQSuite software include: ● Last Mile delivery ● Transact ● Target The Mimo delivery and task service in India runs on the TraQSuite platform and performs deliveries and fulfills tasks for some of the largest businesses in India. Mimo provides delivery and pickup services for the banking and insurance industry, performing verifications, field investigations for loan requests, business verification, employment verification, collection of documents and customer data and assistance in filling out forms for banks. Mimo works with microfinance institutions to collect cash, such as loan payments, convert cash to digital forms such as debit cards, and conduct data collection and surveys. For consumer goods companies, Mimo does promotional marketing, last mile (hyper-local) delivery, merchant onboarding or activation, store audits, and route optimization for delivery. The Company’s strategy is to grow the business through a combination of organic growth and strategic investments that bring new functionality and revenue streams to the Company. The plan is to enhance the functionality of our existing products, increase sales in the Indian market and entry into new emerging markets. The Company has a presence in India, Southeast Asia and Latin America, and recently added new customers in Australia, New Zealand and parts of Africa. TraQiQ Solutions, Inc. Ci2i is a services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions. Ci2i’s primary focus has been in the analytics and intelligence segments. The Company is investing significantly in building products in the area of supply chain and last mile delivery. Ci2i’s cloud solutions and analytics services comprise software development, program management, project management, and business analytics services. TraQiQ Solutions Private Limited 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 166,159 shares of common stock of the Company valued at $ 268 . The warrants will be exercisable as follows: (i) 12,596 warrants immediately; (ii) 107,494 warrants exercisable one-year after the date of closing, which was extended to March 31, 2021; and (iii) 46,069 warrants exercisable two-years after the date of closing. This transaction is being recorded as a business combination under ASC 805. There were 56,400 57,368 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 25 52,391 Mann-India Private limited was renamed to TraQiQ Solutions Private Limited shortly after acquisition by TraQiQ Inc. TRAQ Pvt Ltd. was established in May 2000 and is headquartered in New Delhi, India. TRAQ Pvt Ltd. is a leading software development company which, with 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. TraQ Pvt Ltd. has been doing business around the world for over 15 years, with particular emphasis on Latin America and India. The customer list includes large enterprise Finance and Insurance companies across Latin America. The company’s product portfolio has evolved rapidly and now includes enterprise ready solutions for payment processing, mobile wallets, micro lending solutions and digital transformation. Rohuma, LLC On January 22, 2021, the Company entered into a Share Exchange Agreement with Rohuma, LLC, a Delaware limited liability company (“Rohuma”) and its members, whereby the Rohuma members agreed to exchange all of their respective membership interests in Rohuma in exchange for 536,528 shares of common stock, of which the first tranche of shares were issued on March 1, 2021 totaling 320,285 shares, with the remaining value reflected as contingent consideration until the shares vest at which time they will be issued. The transaction was valued at $ 3,433,776 ($ 6.40 per share). The Company is making final determination on the revenue targets to ascertain that the second tranche of shares should be issued. Rohuma has an Indian affiliate that is owned 99 % by Rohuma and 1 % by its founding member. Rohuma controls this entity and the 1 % ownership by the member is now less than 1 % upon acquisition by the Company. This amount is reflected as a non-controlling interest. Rohuma dba Kringle.ai is a California based software solutions company that enables digital and mobile commerce by providing enterprise class applications that cover loyalty and rewards products, payments, online ordering, distribution logistics for retail and more. Kringle analyzes customers’ omni-channel behaviors and transactions. Using AI for digital commerce, Kringle is able to deliver real time, automated 1:1 recommendations and personalized content across all customer touch points. Mimo Technologies Private Limited On February 17, 2021, the Company entered into a Share Exchange Agreement with Mimo Technologies Private Ltd., and Indian corporation (“Mimo”) and its shareholders, whereby the Mimo shareholders agreed to exchange all of their respective shares in Mimo in exchange for warrants to purchase 170,942 102,565 68,377 0.008 1,640,447 984,268 656,179 258,736 123,778 40,354 22,338 99 1 TraQiQ operates the Mimo delivery and task service in India. This service runs on the TraQSuite platform. Mimo has 14,000+ independent contractors across India performing deliveries and fulfilling tasks for the largest corporations in the country. Our team at Mimo uses a sophisticated technology platform and a smartphone app to get their tasks completed. This is coupled with a verification and billing system that allows customers of all sizes to leverage this distribution infrastructure. Mimo offers a broad set of services. These offerings can be classified into three broad categories: ● Data collection and client verification (surveys, verification, on-boarding), ● Cash management & handling services, and ● Distribution and demand generation (order fulfilment, demand generation, delivery services for e-commerce companies) Mimo assists the delivery and pickup segment of the banking and insurance industry by performing verifications, field investigations for loan requests, business verifications and employment verification, and also collects documents, assists in filling forms for banks, and completes data collection from customers. Mimo works with microfinance institutions to collect cash, such as loan payments, convert cash to digital means like debit cards, and conduct data collection and surveys. For consumer goods companies, Mimo does promotional marketing, Last mile (hyper-local) delivery, merchant onboarding or activation, store audits, and route optimization for delivery. Mimo provides efficient end-to-end transshipment logistics. The framework manages and optimizes last-mile delivery & e-commerce logistics across the entire distribution chain with transparency and seamless integration. Mimo is currently in the planning stages to provide food, alcohol & medicine deliveries as well. During the COVID-19 pandemic, Mimo leveraged video as a platform for verification and document delivery. Now, the task workers include people who are in the field on bikes and trucks, people on a video screen, as well as people on the phone. There are also data digitization tasks being done by Mimo task workers across the country. In a country like India where there are over 20 languages and multiple dialects, the task workers convert paper documents into electronic form in the same language or translate them into another language. Mimo provides delivery and task worker solutions across India. Mimo works with Banking, Financial, Logistics and Distribution companies, to take their products and services to semi-urban and rural India. Mimo trains the agents in each Product or Service through an online and classroom training platform. The company powers the gig economy task workers throughout the country and provides a very valuable source of employment for young people who may or may not have a high school diploma. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
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. Consolidation The consolidated financial statements include the accounts of TraQiQ, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company applies the guidance of Topic 810 Consolidation Pursuant to ASC paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. Noncontrolling Interests In accordance with ASC 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, 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 of $ 56,329 29,658 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, 2021 and 2020 was $ 114,199 28,746 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 an allowance of $ 193,535 and $ 0 was required for the outstanding accounts receivable as of December 31, 2021 and 2020, respectively. 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 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 assets of TRAQ Pvt Ltd., and Mimo which includes customer relationships and trademarks. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives of up to 15 years. 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 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 acquired $ 152,027 Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Professional Service Revenue TRAQ Pvt Ltd. derives a large part of 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. TRAQ Pvt Ltd. has now started offering an integrated solution for supply chain and last mile. This product called “TraQSuite” is now offered in multiple markets as a cloud-based subscription offering. This is a significant improvement from the earlier professional services business. Software Solution Revenue Revenue from arrangements with customers 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. TraQSuite is a cloud based software platform with a revenue model based on initial and transaction-based licensing fees as well as consulting fees. Licensees pay an initial per-module fee that varies depending on the number of modules that are licensed. This fee is typically $ 10,000 75 5 1 Revenue From Sales of Goods 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. The performance obligations are satisfied upon shipment of the merchandise being sold. The following is a summary of revenue for the years ended December 31, 2021 and 2020, disaggregated by type: SUMMARY OF DISAGGREGATION OF REVENUE 2021 2020 Professional Services Revenue $ 1,111,353 $ 935,214 Sale of goods 973,485 - Software Solution Revenue 627,462 74,735 $ 2,712,300 $ 1,009,949 Costs of Services Provided Costs of services provided consist of purchase of goods, 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. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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.and TraQiQ Solutions, Inc, file a consolidated income tax return and Rohuma US files a separate tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. TRAQ Pvt Ltd. as well as Mimo and Rohuma India file separate individual income tax returns in the India tax jurisdictions. The U.S. 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 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. Valuations derived from various models are subject to ongoing internal and external verification and review. Model used incorporate 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 The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. 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 Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. 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. 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, our Indian entities provide 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 the Indian entities. The Indian entities record annual amounts relating to their 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. The Indian entities 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. The Indian entities 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 The Indian entities 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 the Indian entities 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 There were 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 $ 8,953,768 and a working capital deficit of $ 9,844,269 , as of December 31, 2021, and a working capital deficit of $ 3,168,246 as of December 31, 2020. 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. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. The Company has recently filed a Registration Statement on Form S-1 and engaged an investment banker to undertake an offering of approximately $ 15,000,000 1,200,000 240,000 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3: ACQUISITIONS ROHUMA On January 22, 2021, the Company entered into a Share Exchange Agreement with Rohuma, LLC, a Delaware limited liability company (“Rohuma”) and its members, whereby the Rohuma members agreed to exchange all of their respective membership interests in Rohuma in exchange for 536,528 shares of common stock, of which the first tranche of shares were issued on March 1, 2021 totaling 320,285 shares, with the remaining value reflected as contingent consideration until the shares vest at which time they will be issued. The transaction was valued at $ 3,433,776 ($ 6.40 per share). The Company is making final determination on the revenue targets to ascertain that the second tranche of shares should be issued. 99 % by Rohuma and 1 % by its founding member. Rohuma controls this entity and the 1 % ownership by the member is now less than 1 % upon acquisition by the Company. This amount is reflected as a non-controlling interest. The Company acquired the assets and liabilities noted below in exchange for the shares noted herein and accounted for the acquisition in accordance with ASC 805. SCHEDULE OF BUSINESS ACQUISITION Cash $ 6,027 Accounts receivables, net 4,179 Prepaid expenses and other current assets 8,943 Fixed assets 4,512 Tradenames - Intellectual property - Investment 1,440 Accounts payable and accrued expenses (58,153 ) Accrued payroll and related taxes - Accrued duties and taxes (2,688 ) Cash overdraft (2,980 ) Comprehensive income - Debt- related parties (37,776 ) Debt (10,000 ) Net assets and liabilities acquired $ (86,496 ) The difference between the net liabilities acquired of $ 86,496 1,383,954 3,520,272 no MIMO TECHNOLOGIES On February 17, 2021, the Company entered into a Share Exchange Agreement with Mimo Technologies Private Ltd., and Indian corporation (“Mimo”) and its shareholders, whereby the Mimo shareholders agreed to exchange all of their respective shares in Mimo in exchange for warrants to purchase 170,942 102,565 68,377 0.008 1,640,447 984,268 656,179 258,736 123,778 40,354 22,338 99 1 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. SCHEDULE OF BUSINESS ACQUISITION Cash $ 43,851 Accounts receivables, net 58,692 Prepaid expenses and other current assets 272,872 Fixed assets 153,186 Intellectual property 508,669 Tradenames 169,556 Accounts payable and accrued expenses (708,833 ) Accrued payroll and related taxes (104,750 ) Accrued duties and taxes (28,213 ) Comprehensive income (42,735 ) Debt – related parties (343,118 ) Debt (236,712 ) Net assets and liabilities acquired $ (257,535 ) The difference between the net liabilities acquired of $( 257,535 ), and the consideration paid (in the form of cash and warrants, net of adjustments for the note payable and accounts payable of Mimo with TRAQ Pvt Ltd) of $ 2,085,653 represents goodwill in the amount of $ 2,343,188 . The Company’s had an independent valuation consultant perform an impairment test and it was determined no impairment of the goodwill exists as of December 31, 2021. The following table shows pro-forma results for the years ended December 31, 2021 and 2020 as if the acquisition had occurred on January 1, 2020. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Rohuma, Mimo and the Company. SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION For the year ended December 31, 2021 For the year ended December 31, 2020 Revenues $ 2,748,262 $ 1,397,940 Net income (loss) $ (6,505,299 ) $ (1,284,804 ) Net income (loss) per share $ (1.68 ) $ (0.40 ) |
CASH AND RESTRICTED CASH
CASH AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND RESTRICTED CASH | NOTE 4: CASH AND RESTRICTED CASH Cash and restricted cash are as follows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2021 December 31, 2020 Cash on hand $ 646 $ 141 Bank balances 55,683 29,517 Restricted cash 114,199 28,746 Total $ 170,528 $ 58,404 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, 2021 and 2020 there were no |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 5: FIXED ASSETS The Company’s property and equipment is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Estimated Life Property and equipment – TRAQ Pvt Ltd. $ 627,188 $ 638,587 3 10 Property and equipment – Rohuma US 1,100 - 3 10 Property and equipment – Rohuma India 9,916 - 3 10 Property and Equipment – Mimo Technologies 7,342 - 3 10 Less: accumulated depreciation (611,381 ) (602,214 ) Net $ 34,165 $ 36,373 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 13,366 14,747 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS | NOTE 6: INTANGIBLE ASSETS The Company’s intangible assets are as follows: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Customer relationships $ 448,800 $ 448,800 Intellectual property 508,669 - Tradenames 218,799 49,799 Software 250,095 - Less: accumulated amortization (219,397 ) (54,015 ) Net $ 1,206,966 $ 444,584 Amortization expense for the years ended December 31, 2021 and 2020 was $ 64,842 and $ 33,240 , respectively. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 7: GOODWILL The Company’s goodwill consists of the following: SCHEDULE OF GOODWILL December 31, 2021 December 31, 2020 Rohuma $ 3,519,870 $ Mimo Technologies 2,343,188 - Net $ 5,863,058 $ - For the year ended December 31, 2021, there were no indicators of impairment noted. |
LONG-TERM INVESTMENT
LONG-TERM INVESTMENT | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
LONG-TERM INVESTMENT | NOTE 8: LONG-TERM INVESTMENT The Company’s long-term investment is as follows: SCHEDULE OF LONG-TERM INVESTMENT December 31, 2021 December 31, 2020 Equity Security – Compulsorily Convertible Debenture $ - $ 40,603 The investment the Company had in a 1 seven years |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 9: NOTE RECEIVABLE The Company’s notes receivable is as follows: SCHEDULE OF NOTE RECEIVABLE December 31, December 31, MIMO Technologies PVT Ltd $ - $ 227,877 The Company entered into a note receivable with a related party in the amount of 15,037,263 170,000 13 16,647,264 227,877 258,736 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10: CONVERTIBLE NOTES PAYABLE As of December 31, 2021 and 2020, the Company had the following convertible notes outstanding, all are current liabilities: SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING December 31, 2021 December 31, 2020 GS Capital (a) $ - $ Platinum Point Capital (b) - - Evergreen Capital Management LLC (c) 1,440,000 - Total Convertible Notes Payable $ 1,440,000 $ - Less: Discounts (785,149 ) - $ 654,851 $ - (a) On January 19, 2021, the Company entered into a 12 125,000 one-year 20,000 66 20 10,000 5,000 3,250 21,250 21,250 (b) On February 12, 2021, the Company entered into a 10 one-year 0.08 70 15 25,000 three-years 16.00 7,500 75,000 50,730 325,000 25,644 70,129 420,773 (c) On September 17, 2021, the Company entered into a 20 720,000 120,000 maturity of nine months to June 17, 2022 10 11.60 90 5 62,069 five-years 11.60 As a commission on this note, the Company granted to the investment bankers, 4,966 37,977 On October 8, 2021, the Company entered into a 20 480,000 80,000 nine months to July 8, 2022 11.60 90 5 41,379 five-years 11.60 As a commission on this note, the Company granted to the investment bankers, 3,310 9,695 On October 15, 2021, the Company entered into a 20 240,000 40,000 nine months to July 15, 2022 11.60 90 5 20,690 five-years 11.60 As a commission on this note, the Company granted to the investment bankers, 1,655 5,756 Interest expense on these notes for the years ended December 31, 2021 and 2020 are $ 78,247 0 629,759 0 |
LONG-TERM DEBT RELATED PARTIES
LONG-TERM DEBT RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT RELATED PARTIES | NOTE 11: LONG-TERM DEBT RELATED PARTIES The following is a summary of the current portion - long-term debt - related parties as of December 31, 2021 and 2020: SCHEDULE OF LONG-TERM DEBT RELATED PARTIES December 31, December 31, $ 2,908,562 $ 1,718,277 Unsecured advances - CEO (a) $ 2,908,562 $ 1,718,277 Notes payable - Satinder Thiara (b) 32,000 57,000 Promissory notes – Kunaal Sikka (c) 265,000 15,000 Notes payable – Swarn Singh (d) 195,000 45,000 Note payable - Chaudhary (e) 8,828 8,122 Note payable - Director (g) 400,000 - Advances –officers (f) 83,073 - 3,892,463 1,843,399 Current portion of long-term debt related parties (3,892,463 ) (1,843,399 ) Long-term debt – related parties $ - $ - (a) This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15 1.25 (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($ 22,000 December 31, 2021 10,000 December 31, 2021 25,000 December 31, 2019 15 1.25 21 1.75 12,392 5,499 (c) Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $ 15,000 12 December 31, 2019 18 1.50 6 250,000 December 31, 2022 15 (d) Note payable to Swarn Singh, father-in-law of the CEO, entered into January 3, 2017 ($ 25,000 20,000 15 1.25 December 31, 2019 21 1.75 150,000 December 31, 2022 15 (e) Note payable to Sushil Chaudhary dated April 27, 2020 in the amount of 1,100,000 14,500 13 8,828 (f) Note payable to officer dated June 18, 2020 in the amount of 7,650,000 100,000 82,100 973 (g) Note payable to a director dated June 15, 2021 that matured December 12, 2021 in the amount of $ 400,000 The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. If the note is repaid by the maturity date, one of the two tranches of 18,750 shares will be returned. The Company and the director extended the maturity date of this note to June 14, 2022 Interest expense on these notes for the years ended December 31, 2021 and 2020 are $ 455,824 228,748 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 12: LONG-TERM DEBT The following is a summary of the long-term debt as of December 31, 2021 and 2020: SCHEDULE OF LONG-TERM DEBT December 31, 2021 December 31, 2020 Other debt – in default (a) $ 6,000 $ 6,000 Yukti Securities Private Limited (b) - 4,547 Auto loan – ICICI Bank (d) 11,062 18,539 Baxter Credit Union (e) 99,975 99,911 UGECL (f) 49,776 54,563 USA Bank PPP (g) - 10,057 Loan Builder (h) 22,321 - Satin (c) 55,890 - SBA - Rohuma 10,000 - Total $ 255,024 $ 193,617 Current portion (218,972 ) (133,761 ) Long-term debt, net of current portion $ 36,052 $ 59,856 (a) Note payable to an individual for $ 7,500 1,500 (b) Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. Was repaid in 2021. (c) Unsecured amount due from a customer. (d) Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $ 752 4,877 6,186 (e) Revolving loan in the amount of $ 100,000 4 December 30, 2020 99,975 4 (f) COVID line of credit from UGECL up to 4,000,000 interest only at 7.5 19,910 19,910 9,956 (g) PPP loan from USA Bank, with interest accruing at 1 34,697 24,640 10,057 (h) $ 50,000 1,057 10 Interest expense on these notes for the years ended December 31, 2021 and 2020 are $ 8,058 6,932 |
CURRENT PORTION - CONVERTIBLE D
CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Current Portion - Convertible Debt Related And Unrelated Parties | |
CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES | NOTE 13: 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, 2021 and 2020: SUMMARY OF CARRYING VALUE OF CONVERTIBLE DEBT December 31, December 31, Face value of notes – related party (a) $ - $ 95,000 Face value of notes – unrelated parties (a) - 98,077 Excess of the fair value of shares issuable over the face value of the convertible notes (a) - 48,257 $ - $ 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 January 15, 2018 68,077 100,000 70,000 The Notes bear simple interest at 6 10 5 December 31, 2019 156,250 31,046 23,412 During the year ended December 31, 2018, the Company received additional proceeds from a related party of $ 25,000 initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019 The remaining notes and all accrued interest were paid in October 2021. As the notes were settled in cash, no additional conversion premium is due. (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% January 15, 2018 68,077 100,000 70,000 6 10 5 December 31, 2019 156,250 31,046 23,412 25,000 initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019 Interest expense on these notes for the years ended December 31, 2021 and 2020 are $ 7,495 19,361 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 14: STOCKHOLDERS’ EQUITY (DEFICIT) Series A Convertible Preferred Stock On July 19, 2017, the Company approved the issuance of 50,000 50,000 0.20 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 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”). On September 22, 2021, the CEO converted all 50,000 7.2472 6,899 no Common Stock As of December 31, 2021, the Company has 4,171,638 During the three months ended December 31, 2021, the Company (a) issued 50,730 21,250 During the three months ended September 30, 2021, the Company (a) issued 6,899 50,000 56,400 45 150,000 1,078,560 During the three months ended June 30, 2021, the Company (a) issued 125 shares of common stock for services valued at $ 1,750 . In addition, the Company recognized $ 40,222 in stock-based compensation for restricted stock grants to an advisor that vest over a three -year term. None of the 43,750 shares to this advisor have been issued as of December 31, 2021.; (b) issued 37,500 shares of common stock to a director for agreeing to lend the Company $400,000 in a promissory note . 18,750 of these shares may be returned to the Company should the note be repaid by the maturity date of December 12, 2021. These 37,500 shares have a value of $ 447,000 ; and (c) issued 4,375 shares for $ 38,500 . During the three months ended March 31, 2021, the Company (a) issued 71,250 456,000 33,042 181,250 43,438 50,000 436,385 320,285 536,528 There were no 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. Common Stock Warrants The following schedule summarizes the changes in the Company’s common stock warrants: SCHEDULE OF COMMON STOCK WARRANTS Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2019 166,159 $ 0.008 4.87 $ - $ 0.008 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at December 31, 2020 166,159 $ 0.008 3.87 $ 2,125,506 $ 0.008 Warrants granted 380,323 $ 0.008 16.00 - $ Warrants exercised/exchanged (56,400 ) $ - - $ Warrants expired/cancelled (52,391 ) $ - - $ Balance at December 31, 2021 437,691 $ 0.008 16.00 2.69 $ 1,185,798 $ 5.36 Exercisable at December 31, 2021 369,189 $ 0.008 16.00 2.79 $ 830,785 $ 6.40 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the years ended December 31, 2021 and 2020: SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL Year Ended Year Ended December 31, Expected term 3 years - Expected volatility 164 269 % - Expected dividend yield - - Risk-free interest rate 2.00 % - 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 five 166,159 268 12,596 107,494 46,069 268 52,391 On February 16, 2021, the Company entered into several stock purchase agreements for the issuance of 71,250 456,000 6.40 35,625 three years 16.00 On February 17, 2021, the Company entered into a Share Exchange Agreement with Mimo Technologies Private Ltd., and Indian corporation (“Mimo”) and its shareholders, whereby the Mimo shareholders agreed to exchange all of their respective shares in Mimo in exchange for warrants to purchase 170,942 102,565 68,377 0.008 1,640,447 984,268 656,179 258,736 123,778 40,354 22,338 99 1 On March 8, 2021, the Company entered into a consulting agreement to provide advisory services regarding strategic planning. The agreement is for a term of one-year. The agreement calls for payments to be paid monthly in the amount of $ 3,000 3,125 three-year 12,500 16.00 On February 12, 2021, in connection with the Platinum Point Capital note, the Company granted 25,000 three years 16.00 11.60 On September 17, 2021, the Company granted 62,069 five years 11.60 720,000 4,966 37,977 11.60 On October 8, 2021, the Company granted 41,379 five years 11.60 480,000 3,310 9,695 11.60 On October 15, 2021, the Company granted 20,690 five years 11.60 240,000 1,655 5,756 11.60 Options On November 23, 2020, the Board of Directors of the Company approved the 2020 Equity Incentive Plan. On October 19, 2020, the Company granted 491,250 stock options to board members, advisory board members, employees and consultants. The options have a 10 -year term, and are both service based grants, as well as performance-based grants. Stock-based compensation for the year ended December 31, 2020 was $ 104,638 , and the unrecognized stock-based compensation for these grants as of December 31, 2020 is $ 660,372 . Of the 491,250 options granted, only 39,063 had been vested through December 31, 2020. In the year ended December 31, 2021, an additional 292,040 331,103 In the years ended December 31, 2021 and 2020, the Company recognized $ 412,447 104,639 The following represents a summary of options: SUMMARY OF STOCK OPTION Year Ended December 31, 2021 Year Ended December 31, 2020 Number Weighted Number Weighted Beginning balance 491,250 $ 0.0416 - $ - Granted - - 491,250 0.0416 Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 491,250 $ 0.0416 491,250 $ 0.0416 Intrinsic value of options $ 2,533,975 $ 6,267,475 Weighted Average Remaining Contractual Life (Years) 8.81 9.81 |
OPERATING LEASE
OPERATING LEASE | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease | |
OPERATING LEASE | NOTE 15: OPERATING LEASE The Company has adopted ASU No. 2016-02, Leases (Topic 842) 576,566 585,207 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 in the original amount of $ 592,909 During the year ended December 31, 2020, the Company renegotiated their leases with the landlord for TRAQ Pvt Ltd. As a result of this renegotiation, the Company vacated one of their two leases, and as a result, impaired $ 333,571 349,428 As of December 31, 2021, the value of the unamortized lease right of use asset is $ 112,076 122,901 SCHEDULE OF REMAINING LEASE OBLIGATION Remaining Lease Obligation by calendar year (undiscounted cash flows) 2022 $ 26,550 2023 28,593 2024 29,445 2025 32,835 2026 32,835 Thereafter 25,995 Total lease payments 176,253 Less: Imputed interest 53,352 Present value of lease liabilities $ 122,901 For the years ended December 31, 2021 and 2020 the Company recorded rent expense of $ 32,087 101,845 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 16: DERIVATIVE LIABILITIES On January 19, 2021, the Company entered into a 12% Convertible Promissory Note with GS Capital Partners, LLC (the “GS Note”) in the amount of $ 125,000 one 20,000 The conversion price of the GS Note is 66% of the lowest closing stock price over the previous 20 trading days 10,000 5,000 3,250 21,250 On February 12, 2021, the Company entered into a 10% Convertible Promissory Note with Platinum Point Capital, LLC (the “Platinum Note”). The Platinum Note has a maturity of one -year. The conversion price of the Platinum Note is the greater of (a) $0.08 or (b) 70% of the lowest closing stock price over the previous 15 trading days . There are certain price protections for Platinum Point Capital, LLC under the terms of the Platinum Note, which make the conversion option a derivative liability. The Company granted 25,000 warrants that have a term of three -years and an exercise price of $ 16.00 per share with the Platinum Note. The warrants granted with the Platinum Note also contain certain price protections, that make the value of the warrants a derivative liability. The Company and Platinum Point Capital, LLC entered into an amendment to exclude the Mimo warrants granted on February 17, 2021 from the price protections. In accordance with the terms of the Platinum Note, the Company issued 7,500 shares as a commitment fee. The note was repaid/converted in 2021. On September 17, 2021, the Company entered into a 20 720,000 120,000 The Evergreen 1 accrues interest at a rate of 10% per year. The conversion price of Evergreen 1 is the lower of (a) $11.60 (“Fixed Conversion Price”) or (b) upon the occurrence and during the continuation of any Event of Default, if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Day that is immediately prior to the applicable Conversion Date (the “Default Conversion Price”). 62,069 five 11.60 On October 8, 2021, the Company entered into a 20 480,000 80,000 The Evergreen 2 accrues interest at a rate of 10% per year. The conversion price of Evergreen 2 is the lower of (a) $11.60 (“Fixed Conversion Price”) or (b) upon the occurrence and during the continuation of any Event of Default, if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Day that is immediately prior to the applicable Conversion Date (the “Default Conversion Price”). 41,379 five- 11.60 On October 15, 2021, the Company entered into a 20 240,000 40,000 The Evergreen 3 accrues interest at a rate of 10% per year. The conversion price of Evergreen 3 is the lower of (a) $11.60 (“Fixed Conversion Price”) or (b) upon the occurrence and during the continuation of any Event of Default, if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Day that is immediately prior to the applicable Conversion Date (the “Default Conversion Price”) 20,690 five 11.60 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used in December 31, 2021 and 2020: SCHEDULE OF VALUATION ASSUMPTIONS Year Ended Year Ended Expected term 1 - Expected volatility 164 269 % - Expected dividend yield - - Risk-free interest rate 0.15 % - The Company’s derivative liabilities are as follows: SCHEDULE OF DERIVATIVE LIABILITIES December 31, December 31, $ 90,000 - Fair value of the Platinum Point warrants ( 25,000 $ 90,000 - Fair value of the Evergreen 1 conversion option 223,448 - Fair value of the Evergreen 1 warrants ( 62,069 307,862 - Fair value of the Evergreen 2 conversion option 148,965 - Fair value of the Evergreen 2 warrants ( 41,379 205,241 - Fair value of the Evergreen 3 conversion option 74,483 - Fair value of the Evergreen 3 warrants ( 20,690 102,621 - $ 1,152,620 $ - Activity related to the derivative liabilities for the year ended December 31, 2021 is as follows: SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES Beginning balance as of December 31, 2020 $ - Issuances of warrants/conversion option – derivative liabilities 1,289,874 Extinguishment of derivative liability upon conversion/repayment of convertible notes (1,089,675 ) Change in fair value of warrants/conversion option - derivative liabilities 952,421 Ending balance as of December 31, 2021 $ 1,152,620 There were no derivative liabilities prior to January 2021. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | nOTE 17: CONCENTRATIONS During the years ended December 31, 2021 and 2020, the Company had two major customers comprising 50 85 93 85 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, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | nOTE 18: CONTINGENCY During the year ended December 31, 2018, the Company charged an independent truck driver approximately $ 190,000 800 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | nOTE 19: COMMITMENTS AND CONTINGENCIES Commitments and contingencies in respect of TRAQ Pvt Ltd; (i) TRAQ Pvt Ltd had applied for compounding of the TDS liability for the assessment year 2014-2015 and 2015-2016 in accordance with Indian Income Tax Laws. However, no (ii) TRAQ Pvt Ltd has outstanding Gratuity for $ 9,462 (iii) TRAQ Pvt Ltd has delayed in complying with provisions related to Foreign Direct Investment and Transfer of Shares to Non-resident as per the Master Circulars and notification issued by Reserve Bank of India, therefore, is liable for imposition of penalty. Since the amount of the penalty for the same is not ascertainable, no effect was given in the Consolidated Financial Statements. (iv) Prior to its acquisition in May 2019, TRAQ Pvt Ltd, had provided a guarantee in favor of State Bank of India for $ 165,813 (v) TRAQ Pvt Ltd has contingent liability of $ 246,398 Commitments and contingencies in respect of Mimo Technologies Pvt Ltd; (i) During the year, Mimo Technologies Pvt. Ltd. has received funds from TraQiQ Inc, a US company amounting to approximately $ 40,000 which is outstanding as at Dec 31, 2021, RBI regulates the foreign funds and based on the purpose of the transactions, compliances as per the RBI regulation needs to be complied with, The has delayed in reporting with provisions as per the Master Circulars and notification issued by Reserve Bank of India, therefore, is liable for imposition of penalty. Since the amount of the penalty for the same is not ascertainable, no effect was given in the Consolidated Financial Statements. (ii) Mimo Technologies Pvt Ltd has delayed in complying with provisions related to Foreign Direct Investment and Transfer of Shares to Non-resident as per the Master Circulars and notification issued by Reserve Bank of India, therefore, is liable for imposition of penalty. Since the amount of the penalty for the same is not ascertainable, no effect was given in the Consolidated Financial Statements. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 20: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2021 and 2020 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, 2021 and 2020: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 7.50 % 7.50 % Temporary differences 8.92 % 0.38 % Permanent differences (5.24 )% (0.98 )% Change in valuation allowance (32.18 )% (27.90 )% 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. SCHEDULE OF DEFERRED TAX ASSETS As of As of December 31, December 31, Deferred tax assets: Net operating losses before non-deductible items $ 1,949,739 $ 747,748 Stock-based compensation 683,299 28,174 Depreciation (1,616 ) Total deferred tax assets 2,633,038 774,306 Less: Valuation allowance (2,633,038 ) (774,306 ) Net deferred tax assets $ - $ - As of December 31, 2021, the Company has a net operating loss carry forward of $ 7,241,371 1,858,732 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, 2021 or 2020 and did not accrue any penalties or interest as of December 31, 2021 or 2020. India based entity Significant components of deferred tax liabilities as at December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS As of December 31, As of December 31, 2020 Deferred Tax Assets: Difference between book and tax base of fixed assets $ 32,370 $ 43,868 Provision for gratuity 26,286 27,189 Provision for leave encashment 10,429 11,030 Operating lease 47,026 5,170 NOL carryforward (based on last tax return filed per Indian Income Tax laws) - 43,140 Timing difference on TDS under 40a(ia) - 9,002 MAT credit - 8,644 Deferred Tax Assets 116,111 148,043 Net Deferred Tax Assets 116,111 148,043 Less: Valuation allowance ( - ) (148,043 ) Net Deferred Tax Asset $ 116,111 $ - 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, 2021, 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 determined that a valuation allowance of the Deferred Tax Assets of $ 116,111 is not necessary. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | nOTE 21: EMPLOYEE BENEFIT PLANS The Company’s Gratuity Plan for all of their Indian based entities 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, 2021. 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 year ended December 31, 2021: SCHEDULE OF EMPLOYEE GRATUITY PLANS Year Ended December 31, 2021 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2021 $ 104,573 Obligation related to acquired companies upon acquisition 15,906 Service cost 25,227 Interest cost 6,518 Benefits paid (14,326 ) Actuarial gain (loss) on the Obligation (3,517 ) Effect of exchange rate changes (2,136 ) $ 132,245 Projected benefit obligation as of December 31, 2021 Unfunded amount – non-current $ 117,012 Unfunded amount - current 15,233 Total accrued liability $ 132,245 Components of net period benefit costs: Service cost $ 25,227 Interest cost 6,518 Actuarial gain (loss) on the Obligation (3,517 ) $ 28,228 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.30 Rate of increase in compensation levels 10.00 The benefit obligation has been measured as of December 31, 2020. 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 year ended December 31, 2020: Year Ended December 31, 2020 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2020 $ 85,594 Service cost 10,746 Interest cost 5,595 Benefits paid (19,033 ) Actuarial gain (loss) on the Obligation 23,761 Effect of exchange rate changes (2,090 ) $ 104,573 Projected benefit obligation as of December 31, 2020 Unfunded amount – non-current $ 94,023 Unfunded amount - current 10,550 Total accrued liability $ 104,573 Components of net period benefit costs: Service cost $ 10,746 Interest cost 5,595 Actuarial gain (loss) on the Obligation 23,761 $ 40,102 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 5.55 Rate of increase in compensation levels 10.00 Leave Encashment The other long-term employee benefits has been measured as of December 31, 2021. The following table sets forth the activity of the leave encashment and the amounts recognized in the Company’s financial statements at December 31, 2021: Year Ended December 31, 2021 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2021 $ 42,424 Obligation related to acquired companies upon acquisition 13,133 Service cost 14,517 Interest cost 2,295 Benefits paid (3,258 ) Actuarial gain (loss) on the Obligation (6,688 ) Effect of exchange rate changes (982 ) $ 61,441 Projected benefit obligation as of December 31, 2021 Unfunded amount – non-current $ 51,686 Unfunded amount - current 9,755 Total accrued liability $ 61,441 Components of net period benefit costs: Service cost $ 14,517 Interest cost 2,295 Actuarial gain (loss) on the Obligation (6,688 ) $ 10,124 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.30 Rate of increase in compensation levels 10.00 The other long-term employee benefits has been measured as of December 31, 2020. The following table sets forth the activity of the leave encashment and the amounts recognized in TRAQ Pvt Ltd.’s financial statements at December 31, 2020: Year Ended December 31, 2020 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2020 $ 33,070 Service cost 10,746 Interest cost 5,595 Benefits paid (2,212 ) Actuarial gain (loss) on the Obligation (3,969 ) Effect of exchange rate changes (806 ) $ 42,424 Projected benefit obligation as of December 31, 2020 Unfunded amount – non-current $ 37,306 Unfunded amount - current 5,118 Total accrued liability $ 42,424 Components of net period benefit costs: Service cost $ 10,746 Interest cost 5,595 Actuarial gain (loss) on the Obligation (3,969 ) $ 12,372 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 5.55 Rate of increase in compensation levels 10.00 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | nOTE 22: SUBSEQUENT EVENTS In January 2022 the Company borrowed an additional $ 75,000 125,000 75,000 52 On February 11, 2022, the Company entered into a $ 115,640 12,390 11 February 11, 2023 The interest rate increases to 22% if an event of default occurs 12,836 the holder of the promissory note will have the right to convert any portion of the outstanding principal and interest at the lowest price on the preceding trading day 180,688 On March 18, 2022, FINRA approved a 1 for 8 reverse stock split |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. |
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. The Company applies the guidance of Topic 810 Consolidation Pursuant to ASC paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, |
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 of $ 56,329 29,658 |
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, 2021 and 2020 was $ 114,199 28,746 |
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 an allowance of $ 193,535 and $ 0 was required for the outstanding accounts receivable as of December 31, 2021 and 2020, respectively. |
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 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 assets of TRAQ Pvt Ltd., and Mimo which includes customer relationships and trademarks. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives of up to 15 years. 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 |
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 acquired $ 152,027 |
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. Professional Service Revenue TRAQ Pvt Ltd. derives a large part of 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. TRAQ Pvt Ltd. has now started offering an integrated solution for supply chain and last mile. This product called “TraQSuite” is now offered in multiple markets as a cloud-based subscription offering. This is a significant improvement from the earlier professional services business. Software Solution Revenue Revenue from arrangements with customers 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. TraQSuite is a cloud based software platform with a revenue model based on initial and transaction-based licensing fees as well as consulting fees. Licensees pay an initial per-module fee that varies depending on the number of modules that are licensed. This fee is typically $ 10,000 75 5 1 Revenue From Sales of Goods 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. The performance obligations are satisfied upon shipment of the merchandise being sold. The following is a summary of revenue for the years ended December 31, 2021 and 2020, disaggregated by type: SUMMARY OF DISAGGREGATION OF REVENUE 2021 2020 Professional Services Revenue $ 1,111,353 $ 935,214 Sale of goods 973,485 - Software Solution Revenue 627,462 74,735 $ 2,712,300 $ 1,009,949 |
Costs of Services Provided | Costs of Services Provided Costs of services provided consist of purchase of goods, 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. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
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.and TraQiQ Solutions, Inc, file a consolidated income tax return and Rohuma US files a separate tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. TRAQ Pvt Ltd. as well as Mimo and Rohuma India file separate individual income tax returns in the India tax jurisdictions. The U.S. 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 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. Valuations derived from various models are subject to ongoing internal and external verification and review. Model used incorporate 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 The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. 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 Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. 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. |
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, our Indian entities provide 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 the Indian entities. The Indian entities record annual amounts relating to their 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. The Indian entities 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. The Indian entities 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 The Indian entities 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 the Indian entities 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 There were 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 $ 8,953,768 and a working capital deficit of $ 9,844,269 , as of December 31, 2021, and a working capital deficit of $ 3,168,246 as of December 31, 2020. 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. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. The Company has recently filed a Registration Statement on Form S-1 and engaged an investment banker to undertake an offering of approximately $ 15,000,000 1,200,000 240,000 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF DISAGGREGATION OF REVENUE | The following is a summary of revenue for the years ended December 31, 2021 and 2020, disaggregated by type: SUMMARY OF DISAGGREGATION OF REVENUE 2021 2020 Professional Services Revenue $ 1,111,353 $ 935,214 Sale of goods 973,485 - Software Solution Revenue 627,462 74,735 $ 2,712,300 $ 1,009,949 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION | SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION For the year ended December 31, 2021 For the year ended December 31, 2020 Revenues $ 2,748,262 $ 1,397,940 Net income (loss) $ (6,505,299 ) $ (1,284,804 ) Net income (loss) per share $ (1.68 ) $ (0.40 ) |
Rohuma, LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION | The Company acquired the assets and liabilities noted below in exchange for the shares noted herein and accounted for the acquisition in accordance with ASC 805. SCHEDULE OF BUSINESS ACQUISITION Cash $ 6,027 Accounts receivables, net 4,179 Prepaid expenses and other current assets 8,943 Fixed assets 4,512 Tradenames - Intellectual property - Investment 1,440 Accounts payable and accrued expenses (58,153 ) Accrued payroll and related taxes - Accrued duties and taxes (2,688 ) Cash overdraft (2,980 ) Comprehensive income - Debt- related parties (37,776 ) Debt (10,000 ) Net assets and liabilities acquired $ (86,496 ) |
MIMO Technologies PVT Ltd [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION | 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. SCHEDULE OF BUSINESS ACQUISITION Cash $ 43,851 Accounts receivables, net 58,692 Prepaid expenses and other current assets 272,872 Fixed assets 153,186 Intellectual property 508,669 Tradenames 169,556 Accounts payable and accrued expenses (708,833 ) Accrued payroll and related taxes (104,750 ) Accrued duties and taxes (28,213 ) Comprehensive income (42,735 ) Debt – related parties (343,118 ) Debt (236,712 ) Net assets and liabilities acquired $ (257,535 ) |
CASH AND RESTRICTED CASH (Table
CASH AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF CASH AND RESTRICTED CASH | Cash and restricted cash are as follows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2021 December 31, 2020 Cash on hand $ 646 $ 141 Bank balances 55,683 29,517 Restricted cash 114,199 28,746 Total $ 170,528 $ 58,404 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The Company’s property and equipment is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Estimated Life Property and equipment – TRAQ Pvt Ltd. $ 627,188 $ 638,587 3 10 Property and equipment – Rohuma US 1,100 - 3 10 Property and equipment – Rohuma India 9,916 - 3 10 Property and Equipment – Mimo Technologies 7,342 - 3 10 Less: accumulated depreciation (611,381 ) (602,214 ) Net $ 34,165 $ 36,373 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets are as follows: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Customer relationships $ 448,800 $ 448,800 Intellectual property 508,669 - Tradenames 218,799 49,799 Software 250,095 - Less: accumulated amortization (219,397 ) (54,015 ) Net $ 1,206,966 $ 444,584 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | The Company’s goodwill consists of the following: SCHEDULE OF GOODWILL December 31, 2021 December 31, 2020 Rohuma $ 3,519,870 $ Mimo Technologies 2,343,188 - Net $ 5,863,058 $ - |
LONG-TERM INVESTMENT (Tables)
LONG-TERM INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF LONG-TERM INVESTMENT | The Company’s long-term investment is as follows: SCHEDULE OF LONG-TERM INVESTMENT December 31, 2021 December 31, 2020 Equity Security – Compulsorily Convertible Debenture $ - $ 40,603 |
NOTE RECEIVABLE (Tables)
NOTE RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF NOTE RECEIVABLE | The Company’s notes receivable is as follows: SCHEDULE OF NOTE RECEIVABLE December 31, December 31, MIMO Technologies PVT Ltd $ - $ 227,877 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING | As of December 31, 2021 and 2020, the Company had the following convertible notes outstanding, all are current liabilities: SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING December 31, 2021 December 31, 2020 GS Capital (a) $ - $ Platinum Point Capital (b) - - Evergreen Capital Management LLC (c) 1,440,000 - Total Convertible Notes Payable $ 1,440,000 $ - Less: Discounts (785,149 ) - $ 654,851 $ - (a) On January 19, 2021, the Company entered into a 12 125,000 one-year 20,000 66 20 10,000 5,000 3,250 21,250 21,250 (b) On February 12, 2021, the Company entered into a 10 one-year 0.08 70 15 25,000 three-years 16.00 7,500 75,000 50,730 325,000 25,644 70,129 420,773 (c) On September 17, 2021, the Company entered into a 20 720,000 120,000 maturity of nine months to June 17, 2022 10 11.60 90 5 62,069 five-years 11.60 |
LONG-TERM DEBT RELATED PARTIES
LONG-TERM DEBT RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: SCHEDULE OF LONG-TERM DEBT RELATED PARTIES December 31, December 31, $ 2,908,562 $ 1,718,277 Unsecured advances - CEO (a) $ 2,908,562 $ 1,718,277 Notes payable - Satinder Thiara (b) 32,000 57,000 Promissory notes – Kunaal Sikka (c) 265,000 15,000 Notes payable – Swarn Singh (d) 195,000 45,000 Note payable - Chaudhary (e) 8,828 8,122 Note payable - Director (g) 400,000 - Advances –officers (f) 83,073 - 3,892,463 1,843,399 Current portion of long-term debt related parties (3,892,463 ) (1,843,399 ) Long-term debt – related parties $ - $ - (a) This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15 1.25 (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($ 22,000 December 31, 2021 10,000 December 31, 2021 25,000 December 31, 2019 15 1.25 21 1.75 12,392 5,499 (c) Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $ 15,000 12 December 31, 2019 18 1.50 6 250,000 December 31, 2022 15 (d) Note payable to Swarn Singh, father-in-law of the CEO, entered into January 3, 2017 ($ 25,000 20,000 15 1.25 December 31, 2019 21 1.75 150,000 December 31, 2022 15 (e) Note payable to Sushil Chaudhary dated April 27, 2020 in the amount of 1,100,000 14,500 13 8,828 (f) Note payable to officer dated June 18, 2020 in the amount of 7,650,000 100,000 82,100 973 (g) Note payable to a director dated June 15, 2021 that matured December 12, 2021 in the amount of $ 400,000 The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. If the note is repaid by the maturity date, one of the two tranches of 18,750 shares will be returned. The Company and the director extended the maturity date of this note to June 14, 2022 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | The following is a summary of the long-term debt as of December 31, 2021 and 2020: SCHEDULE OF LONG-TERM DEBT December 31, 2021 December 31, 2020 Other debt – in default (a) $ 6,000 $ 6,000 Yukti Securities Private Limited (b) - 4,547 Auto loan – ICICI Bank (d) 11,062 18,539 Baxter Credit Union (e) 99,975 99,911 UGECL (f) 49,776 54,563 USA Bank PPP (g) - 10,057 Loan Builder (h) 22,321 - Satin (c) 55,890 - SBA - Rohuma 10,000 - Total $ 255,024 $ 193,617 Current portion (218,972 ) (133,761 ) Long-term debt, net of current portion $ 36,052 $ 59,856 (a) Note payable to an individual for $ 7,500 1,500 (b) Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. Was repaid in 2021. (c) Unsecured amount due from a customer. (d) Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $ 752 4,877 6,186 (e) Revolving loan in the amount of $ 100,000 4 December 30, 2020 99,975 4 (f) COVID line of credit from UGECL up to 4,000,000 interest only at 7.5 19,910 19,910 9,956 (g) PPP loan from USA Bank, with interest accruing at 1 34,697 24,640 10,057 (h) $ 50,000 1,057 10 |
CURRENT PORTION - CONVERTIBLE_2
CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Current Portion - Convertible Debt Related And Unrelated Parties | |
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, 2021 and 2020: SUMMARY OF CARRYING VALUE OF CONVERTIBLE DEBT December 31, December 31, Face value of notes – related party (a) $ - $ 95,000 Face value of notes – unrelated parties (a) - 98,077 Excess of the fair value of shares issuable over the face value of the convertible notes (a) - 48,257 $ - $ 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 January 15, 2018 68,077 100,000 70,000 The Notes bear simple interest at 6 10 5 December 31, 2019 156,250 31,046 23,412 During the year ended December 31, 2018, the Company received additional proceeds from a related party of $ 25,000 initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019 The remaining notes and all accrued interest were paid in October 2021. As the notes were settled in cash, no additional conversion premium is due. (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% January 15, 2018 68,077 100,000 70,000 6 10 5 December 31, 2019 156,250 31,046 23,412 25,000 initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK WARRANTS | The following schedule summarizes the changes in the Company’s common stock warrants: SCHEDULE OF COMMON STOCK WARRANTS Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2019 166,159 $ 0.008 4.87 $ - $ 0.008 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at December 31, 2020 166,159 $ 0.008 3.87 $ 2,125,506 $ 0.008 Warrants granted 380,323 $ 0.008 16.00 - $ Warrants exercised/exchanged (56,400 ) $ - - $ Warrants expired/cancelled (52,391 ) $ - - $ Balance at December 31, 2021 437,691 $ 0.008 16.00 2.69 $ 1,185,798 $ 5.36 Exercisable at December 31, 2021 369,189 $ 0.008 16.00 2.79 $ 830,785 $ 6.40 |
SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL | Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the years ended December 31, 2021 and 2020: SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL Year Ended Year Ended December 31, Expected term 3 years - Expected volatility 164 269 % - Expected dividend yield - - Risk-free interest rate 2.00 % - |
SUMMARY OF STOCK OPTION | The following represents a summary of options: SUMMARY OF STOCK OPTION Year Ended December 31, 2021 Year Ended December 31, 2020 Number Weighted Number Weighted Beginning balance 491,250 $ 0.0416 - $ - Granted - - 491,250 0.0416 Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 491,250 $ 0.0416 491,250 $ 0.0416 Intrinsic value of options $ 2,533,975 $ 6,267,475 Weighted Average Remaining Contractual Life (Years) 8.81 9.81 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease | |
SCHEDULE OF REMAINING LEASE OBLIGATION | SCHEDULE OF REMAINING LEASE OBLIGATION Remaining Lease Obligation by calendar year (undiscounted cash flows) 2022 $ 26,550 2023 28,593 2024 29,445 2025 32,835 2026 32,835 Thereafter 25,995 Total lease payments 176,253 Less: Imputed interest 53,352 Present value of lease liabilities $ 122,901 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF VALUATION ASSUMPTIONS | SCHEDULE OF VALUATION ASSUMPTIONS Year Ended Year Ended Expected term 1 - Expected volatility 164 269 % - Expected dividend yield - - Risk-free interest rate 0.15 % - |
SCHEDULE OF DERIVATIVE LIABILITIES | The Company’s derivative liabilities are as follows: SCHEDULE OF DERIVATIVE LIABILITIES December 31, December 31, $ 90,000 - Fair value of the Platinum Point warrants ( 25,000 $ 90,000 - Fair value of the Evergreen 1 conversion option 223,448 - Fair value of the Evergreen 1 warrants ( 62,069 307,862 - Fair value of the Evergreen 2 conversion option 148,965 - Fair value of the Evergreen 2 warrants ( 41,379 205,241 - Fair value of the Evergreen 3 conversion option 74,483 - Fair value of the Evergreen 3 warrants ( 20,690 102,621 - $ 1,152,620 $ - |
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES | Activity related to the derivative liabilities for the year ended December 31, 2021 is as follows: SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES Beginning balance as of December 31, 2020 $ - Issuances of warrants/conversion option – derivative liabilities 1,289,874 Extinguishment of derivative liability upon conversion/repayment of convertible notes (1,089,675 ) Change in fair value of warrants/conversion option - derivative liabilities 952,421 Ending balance as of December 31, 2021 $ 1,152,620 |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |
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, 2021 and 2020: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 7.50 % 7.50 % Temporary differences 8.92 % 0.38 % Permanent differences (5.24 )% (0.98 )% Change in valuation allowance (32.18 )% (27.90 )% 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. SCHEDULE OF DEFERRED TAX ASSETS As of As of December 31, December 31, Deferred tax assets: Net operating losses before non-deductible items $ 1,949,739 $ 747,748 Stock-based compensation 683,299 28,174 Depreciation (1,616 ) Total deferred tax assets 2,633,038 774,306 Less: Valuation allowance (2,633,038 ) (774,306 ) Net deferred tax assets $ - $ - |
India Based Entity [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF DEFERRED TAX ASSETS | Significant components of deferred tax liabilities as at December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS As of December 31, As of December 31, 2020 Deferred Tax Assets: Difference between book and tax base of fixed assets $ 32,370 $ 43,868 Provision for gratuity 26,286 27,189 Provision for leave encashment 10,429 11,030 Operating lease 47,026 5,170 NOL carryforward (based on last tax return filed per Indian Income Tax laws) - 43,140 Timing difference on TDS under 40a(ia) - 9,002 MAT credit - 8,644 Deferred Tax Assets 116,111 148,043 Net Deferred Tax Assets 116,111 148,043 Less: Valuation allowance ( - ) (148,043 ) Net Deferred Tax Asset $ 116,111 $ - |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF EMPLOYEE GRATUITY PLANS | SCHEDULE OF EMPLOYEE GRATUITY PLANS Year Ended December 31, 2021 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2021 $ 104,573 Obligation related to acquired companies upon acquisition 15,906 Service cost 25,227 Interest cost 6,518 Benefits paid (14,326 ) Actuarial gain (loss) on the Obligation (3,517 ) Effect of exchange rate changes (2,136 ) $ 132,245 Projected benefit obligation as of December 31, 2021 Unfunded amount – non-current $ 117,012 Unfunded amount - current 15,233 Total accrued liability $ 132,245 Components of net period benefit costs: Service cost $ 25,227 Interest cost 6,518 Actuarial gain (loss) on the Obligation (3,517 ) $ 28,228 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.30 Rate of increase in compensation levels 10.00 The benefit obligation has been measured as of December 31, 2020. 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 year ended December 31, 2020: Year Ended December 31, 2020 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2020 $ 85,594 Service cost 10,746 Interest cost 5,595 Benefits paid (19,033 ) Actuarial gain (loss) on the Obligation 23,761 Effect of exchange rate changes (2,090 ) $ 104,573 Projected benefit obligation as of December 31, 2020 Unfunded amount – non-current $ 94,023 Unfunded amount - current 10,550 Total accrued liability $ 104,573 Components of net period benefit costs: Service cost $ 10,746 Interest cost 5,595 Actuarial gain (loss) on the Obligation 23,761 $ 40,102 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 5.55 Rate of increase in compensation levels 10.00 Leave Encashment The other long-term employee benefits has been measured as of December 31, 2021. The following table sets forth the activity of the leave encashment and the amounts recognized in the Company’s financial statements at December 31, 2021: Year Ended December 31, 2021 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2021 $ 42,424 Obligation related to acquired companies upon acquisition 13,133 Service cost 14,517 Interest cost 2,295 Benefits paid (3,258 ) Actuarial gain (loss) on the Obligation (6,688 ) Effect of exchange rate changes (982 ) $ 61,441 Projected benefit obligation as of December 31, 2021 Unfunded amount – non-current $ 51,686 Unfunded amount - current 9,755 Total accrued liability $ 61,441 Components of net period benefit costs: Service cost $ 14,517 Interest cost 2,295 Actuarial gain (loss) on the Obligation (6,688 ) $ 10,124 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 6.30 Rate of increase in compensation levels 10.00 The other long-term employee benefits has been measured as of December 31, 2020. The following table sets forth the activity of the leave encashment and the amounts recognized in TRAQ Pvt Ltd.’s financial statements at December 31, 2020: Year Ended December 31, 2020 Change in projected benefit obligation: Projected benefit obligation as of January 1, 2020 $ 33,070 Service cost 10,746 Interest cost 5,595 Benefits paid (2,212 ) Actuarial gain (loss) on the Obligation (3,969 ) Effect of exchange rate changes (806 ) $ 42,424 Projected benefit obligation as of December 31, 2020 Unfunded amount – non-current $ 37,306 Unfunded amount - current 5,118 Total accrued liability $ 42,424 Components of net period benefit costs: Service cost $ 10,746 Interest cost 5,595 Actuarial gain (loss) on the Obligation (3,969 ) $ 12,372 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Discount rate 5.55 Rate of increase in compensation levels 10.00 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | May 16, 2021 | Mar. 05, 2021 | Mar. 02, 2021 | Feb. 17, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | May 16, 2019 | Dec. 01, 2017 | Jul. 19, 2017 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number shares issued during period | 50,730 | 0 | |||||||||||
Target revenue | $ 2,712,300 | $ 1,009,949 | |||||||||||
Administartor customer user fees | 75 | ||||||||||||
Customer user fees | 5 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,392 | ||||||||||||
Amount written-off in agreement | $ 258,736 | ||||||||||||
MIMO Technologies PVT Ltd [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Accounts receivable written off | 123,778 | ||||||||||||
Debenture written off | 40,354 | ||||||||||||
Cash payment to minority shareholders | $ 22,338 | ||||||||||||
License and Service [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Target revenue | $ 10,000 | ||||||||||||
Share Exchange Agreement [Member] | Rohuma, LLC [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Ownership interest percentage | 99.00% | 99.00% | |||||||||||
Remaining percentage | 1.00% | 1.00% | |||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Ownership interest percentage | 99.00% | ||||||||||||
Warrants to purchase common stock | 170,942 | ||||||||||||
Remaining percentage | 1.00% | 1.00% | 1.00% | ||||||||||
Number of warrants earned | 102,565 | ||||||||||||
Remaining warrants expected to be earned | 68,377 | ||||||||||||
Warrants exercise price | $ 0.008 | ||||||||||||
Amount of warrants outstanding | $ 1,640,447 | ||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Remaining percentage | 1.00% | 1.00% | 1.00% | ||||||||||
Share Exchange Agreement [Member] | Contingent Consideration [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Amount of warrants outstanding | $ 656,179 | ||||||||||||
Share Exchange Agreement [Member] | TRAQIQ Solutions Private Limited [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Target revenue | $ 1,100,000 | ||||||||||||
Transaction fees average per shares | $ 1 | $ 1 | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||||
Warrants term | 5 years | ||||||||||||
Warrants to purchase common stock | 166,159 | 56,400 | 56,400 | ||||||||||
Warrants to purchase common stock, value | $ 268 | ||||||||||||
Warrants outstanding | 57,368 | 57,368 | |||||||||||
Pre-tax profit percentage | 25.00% | ||||||||||||
Share Exchange Agreement [Member] | TRAQIQ Solutions Private Limited [Member] | Immediately Upon Closing [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrants to purchase common stock | 12,596 | ||||||||||||
Share Exchange Agreement [Member] | TRAQIQ Solutions Private Limited [Member] | One Year After the Date of Closing [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrants to purchase common stock | 107,494 | 107,494 | |||||||||||
Share Exchange Agreement [Member] | TRAQIQ Solutions Private Limited [Member] | Two Years After the Date of Closing [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrants to purchase common stock | 46,069 | ||||||||||||
Share Exchange Agreement [Member] | Rohuma, LLC [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
[custom:NumberOfWarrantsCancelled] | 52,391 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 536,528 | 536,528 | |||||||||||
Share Exchange Agreement [Member] | Rohuma, LLC [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 320,285 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,433,776 | ||||||||||||
Shares Issued, Price Per Share | $ 6.40 | ||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Contingent Consideration [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Amount of warrants outstanding | 656,179 | ||||||||||||
Share Exchange Agreement [Member] | Additional Paid-in Capital [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Amount of warrants outstanding | 984,268 | ||||||||||||
Share Exchange Agreement [Member] | Additional Paid-in Capital [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Amount of warrants outstanding | $ 984,268 | ||||||||||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Ownership interest percentage | 100.00% | ||||||||||||
Exchange shares of common stock | 1,500,000 | ||||||||||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | Pro-rata Basis [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number shares issued during period | 1,500,000 | ||||||||||||
Share Exchange Agreement [Member] | TransportIQ, Inc. [Member] | Ajay Sikka [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Exchange of cancellation debt | $ 18,109 |
SUMMARY OF DISAGGREGATION OF RE
SUMMARY OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 2,712,300 | $ 1,009,949 |
Professional Services Revenue [Member] | ||
Revenue | 1,111,353 | 935,214 |
Sale of Goods [Member] | ||
Revenue | 973,485 | |
Software Solution Revenue [Member] | ||
Revenue | $ 627,462 | $ 74,735 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Cash | $ 56,329 | $ 29,658 | |
Restricted cash | 114,199 | 28,746 | |
Accounts Receivable, Allowance for Credit Loss | $ 193,535 | 0 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Impairment of long lived assets | $ 0 | 0 | |
Payments to acquire software | 152,027 | ||
Target revenue | 2,712,300 | 1,009,949 | |
Administartor customer user fees | 75 | ||
Customer user fees | 5 | ||
Retained Earnings (Accumulated Deficit) | 8,953,768 | 2,504,893 | |
Working capital deficit | 9,844,269 | $ 3,168,246 | |
Offering engaged to investment banker to undertake | 15,000,000 | ||
Investment banker original issue discount | 1,200,000 | ||
Unamortized Discounts on Acceptances Executed | $ 240,000 | ||
Share Exchange Agreement [Member] | TRAQIQ Solutions Private Limited [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Target revenue | $ 1,100,000 | ||
Transaction fees average per shares | $ 1 | ||
License and Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Target revenue | $ 10,000 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) - USD ($) | Dec. 31, 2021 | Feb. 17, 2021 | Jan. 22, 2021 |
Business Acquisition [Line Items] | |||
Net assets and liabilities acquired | $ 257,535 | ||
Rohuma, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 6,027 | ||
Accounts receivables, net | 4,179 | ||
Prepaid expenses and other current assets | 8,943 | ||
Fixed assets | 4,512 | ||
Tradenames | |||
Intellectual property | |||
Investment | 1,440 | ||
Accounts payable and accrued expenses | (58,153) | ||
Accrued payroll and related taxes | |||
Accrued duties and taxes | (2,688) | ||
Cash overdraft | (2,980) | ||
Comprehensive income | |||
Debt – related parties | (37,776) | ||
Debt | (10,000) | ||
Net assets and liabilities acquired | $ (86,496) | ||
MIMO Technologies PVT Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 43,851 | ||
Accounts receivables, net | 58,692 | ||
Prepaid expenses and other current assets | 272,872 | ||
Fixed assets | 153,186 | ||
Tradenames | 169,556 | ||
Intellectual property | 508,669 | ||
Accounts payable and accrued expenses | (708,833) | ||
Accrued payroll and related taxes | (104,750) | ||
Accrued duties and taxes | (28,213) | ||
Comprehensive income | (42,735) | ||
Debt – related parties | (343,118) | ||
Debt | (236,712) | ||
Net assets and liabilities acquired | $ (257,535) |
SCHEDULE OF PROFORMA FOR BUSINE
SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 2,748,262 | $ 1,397,940 |
Net income (loss) | $ (6,505,299) | $ (1,284,804) |
Net income (loss) per share | $ (1.68) | $ (0.40) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Mar. 05, 2021 | Mar. 02, 2021 | Feb. 17, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | $ 12,392 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ (257,535) | ||||||
Goodwill | 5,863,058 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 257,535 | ||||||
[custom:GoodwillForNotesPayable-0] | 2,085,653 | ||||||
Rohuma, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 86,496 | $ 86,496 | |||||
Business Combination, Consideration Transferred | 1,383,954 | ||||||
Goodwill | 3,520,272 | 3,520,272 | |||||
Goodwill impairment | 0 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ (86,496) | $ (86,496) | |||||
MIMO Technologies PVT Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 257,535 | ||||||
Note receivable written off | 258,736 | ||||||
Accounts receivable written off | 123,778 | ||||||
Debenture written off | 40,354 | ||||||
Cash payment to minority shareholders | 22,338 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ (257,535) | ||||||
[custom:GoodwillForNotesPayable-0] | $ 2,343,188 | ||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest percentage | 99.00% | ||||||
Number of warrants issued | 170,942 | ||||||
Number of warrants earned | 102,565 | ||||||
Remaining warrants expected to be earned | 68,377 | ||||||
Warrants exercise price | $ 0.008 | ||||||
Amount of warrants outstanding | $ 1,640,447 | ||||||
Share Exchange Agreement [Member] | Rohuma, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest percentage | 99.00% | 99.00% | |||||
Equity interest owned by member | 1.00% | 1.00% | |||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest percentage | 99.00% | ||||||
Equity interest owned by member | 1.00% | 1.00% | 1.00% | ||||
Number of warrants issued | 170,942 | ||||||
Number of warrants earned | 102,565 | ||||||
Remaining warrants expected to be earned | 68,377 | ||||||
Warrants exercise price | $ 0.008 | ||||||
Amount of warrants outstanding | $ 1,640,447 | ||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Contingent Consideration [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amount of warrants outstanding | 656,179 | ||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Additional Paid-in Capital [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amount of warrants outstanding | $ 984,268 | ||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest owned by member | 1.00% | 1.00% | 1.00% | ||||
Share Exchange Agreement [Member] | Rohuma, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 536,528 | 536,528 | |||||
Share Exchange Agreement [Member] | Rohuma, LLC [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 320,285 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 3,433,776 | ||||||
Shares Issued, Price Per Share | $ 6.40 | ||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Contingent Consideration [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amount of warrants outstanding | $ 656,179 | ||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | Additional Paid-in Capital [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amount of warrants outstanding | $ 984,268 |
SCHEDULE OF CASH AND RESTRICTED
SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash on hand | $ 646 | $ 141 |
Bank balances | 55,683 | 29,517 |
Restricted cash | 114,199 | 28,746 |
Total | $ 170,528 | $ 58,404 |
CASH AND RESTRICTED CASH (Detai
CASH AND RESTRICTED CASH (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (611,381) | $ (602,214) |
Property and equipment net | $ 34,165 | 36,373 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years | |
TRAQ Pvt Ltd. [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - TRAQ Pvt Ltd. | $ 627,188 | 638,587 |
TRAQ Pvt Ltd. [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
TRAQ Pvt Ltd. [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years | |
Rohuma US [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - TRAQ Pvt Ltd. | $ 1,100 | |
Rohuma US [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Rohuma US [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years | |
Rohuma India [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - TRAQ Pvt Ltd. | $ 9,916 | |
Rohuma India [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Rohuma India [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years | |
MIMO Technologies PVT Ltd [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - TRAQ Pvt Ltd. | $ 7,342 | |
MIMO Technologies PVT Ltd [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
MIMO Technologies PVT Ltd [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 13,366 | $ 14,747 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Customer relationships | $ 448,800 | $ 448,800 |
Intellectual property | 508,669 | |
Tradenames | 218,799 | 49,799 |
Software | 250,095 | |
Less: accumulated amortization | (219,397) | (54,015) |
Net | $ 1,206,966 | $ 444,584 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 64,842 | $ 33,240 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net | $ 5,863,058 | |
Rohuma US [Member] | ||
Net | 3,519,870 | |
MIMO Technologies PVT Ltd [Member] | ||
Net | $ 2,343,188 |
SCHEDULE OF LONG-TERM INVESTMEN
SCHEDULE OF LONG-TERM INVESTMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net Investment Income [Line Items] | ||
Long term investment | $ 40,603 | |
Equity Security - Compulsorily Convertible Debenture [Member] | ||
Net Investment Income [Line Items] | ||
Long term investment | $ 40,603 |
LONG-TERM INVESTMENT (Details N
LONG-TERM INVESTMENT (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment interest rate | 1.00% |
Debt term | 7 years |
SCHEDULE OF NOTE RECEIVABLE (De
SCHEDULE OF NOTE RECEIVABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
MIMO Technologies PVT Ltd [Member] | ||
Total notes receivable | $ 227,877 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020INR (₨) | Apr. 01, 2020USD ($) | Apr. 01, 2020INR (₨) |
Notes receivable related party | $ 227,877 | ₨ 16,647,264 | $ 170,000 | ₨ 15,037,263 | |
Notes receivable interest rate percentage | 13.00% | 13.00% | |||
MIMO Technologies PVT Ltd [Member] | |||||
Notes receivable related party | $ 258,736 |
SCHEDULE OF CONVERTIBLE NOTES O
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Total Convertible Notes Payable | $ 1,440,000 | ||
Discounts | (785,149) | ||
Convertible Notes Payable Current | 654,851 | ||
GS Capital Partners, LLC [Member] | |||
Total Convertible Notes Payable | [1] | ||
Platinum Point Capital, LLC [Member] | |||
Total Convertible Notes Payable | [2] | ||
Evergreen Capital Management LLC [Member] | |||
Total Convertible Notes Payable | [3] | $ 1,440,000 | |
[1] | On January 19, 2021, the Company entered into a 12 125,000 one-year 20,000 66 20 10,000 5,000 3,250 21,250 21,250 | ||
[2] | On February 12, 2021, the Company entered into a 10 one-year 0.08 70 15 25,000 three-years 16.00 7,500 75,000 50,730 325,000 25,644 70,129 420,773 | ||
[3] | On September 17, 2021, the Company entered into a 20 720,000 120,000 maturity of nine months to June 17, 2022 10 11.60 90 5 62,069 five-years 11.60 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) (Parenthetical) | Oct. 15, 2021USD ($)d$ / sharesshares | Oct. 08, 2021USD ($)$ / sharesshares | Oct. 08, 2021USD ($)d$ / sharesshares | Oct. 06, 2021USD ($)shares | Sep. 17, 2021USD ($)d$ / sharesshares | Mar. 05, 2021USD ($)shares | Feb. 12, 2021d$ / sharesshares | Jan. 19, 2021USD ($)dshares | Oct. 31, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 7 years | |||||||||||
Debt instrument unamortized discount | $ 785,149 | $ 785,149 | ||||||||||
Converted instrument, amount | $ 12,392 | |||||||||||
Converted instrument, shares | shares | 5,499 | 21,250 | ||||||||||
Accrued interest payable | $ 8,058 | $ 6,932 | ||||||||||
Platinum Point Capital, LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Number of warrants issued | shares | 25,000 | 25,000 | ||||||||||
Warrants term | 3 years | |||||||||||
Exercise price per share | $ / shares | $ 16 | |||||||||||
Evergreen Capital Management LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | ||||||||
Convertible Promissory Notes [Member] | GS Capital Partners, LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||||||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 480,000 | $ 720,000 | $ 125,000 | |||||||
Debt instrument term | 1 year | |||||||||||
Debt instrument periodic payment | $ 20,000 | |||||||||||
Debt instrument convertible stock price | 66.00% | |||||||||||
Debt instrument convertible trading days | d | 20 | |||||||||||
Debt instrument unamortized discount | $ 40,000 | 80,000 | $ 80,000 | $ 120,000 | $ 10,000 | |||||||
Payments for legal fees | $ 5,000 | |||||||||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | shares | 3,250 | |||||||||||
Stock issued during period returnable, shares | shares | 21,250 | |||||||||||
Stock returned during period refundable, shares | shares | 21,250 | |||||||||||
Convertible Promissory Notes [Member] | Platinum Point Capital, LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||
Debt instrument term | 1 year | |||||||||||
Debt instrument periodic payment | 420,773 | |||||||||||
Debt instrument convertible stock price | 70.00% | |||||||||||
Debt instrument convertible trading days | d | 15 | |||||||||||
Stock issued during period returnable, shares | shares | 7,500 | |||||||||||
Debt instrument, conversion price | $ / shares | $ 0.08 | |||||||||||
Number of warrants issued | shares | 25,000 | |||||||||||
Warrants term | 3 years | |||||||||||
Exercise price per share | $ / shares | $ 16 | |||||||||||
Converted instrument, amount | $ 75,000 | |||||||||||
Converted instrument, shares | shares | 50,730 | |||||||||||
Debt instrument, principal balance | 325,000 | |||||||||||
Accrued interest payable | 25,644 | |||||||||||
Prepayment penalty, amount | $ 70,129 | |||||||||||
Senior Secured Promissory Notes [Member] | Evergreen Capital Management LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 480,000 | $ 720,000 | ||||||||
Debt instrument convertible stock price | 90.00% | 90.00% | 90.00% | |||||||||
Debt instrument convertible trading days | d | 5 | 5 | 5 | |||||||||
Debt instrument unamortized discount | $ 40,000 | $ 80,000 | $ 80,000 | $ 120,000 | ||||||||
Debt instrument, conversion price | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | $ 11.60 | ||||||||
Exercise price per share | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | $ 11.60 | ||||||||
Debt Instrument, Description | maturity of nine months to June 17, 2022 | |||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||
Warrant granted | shares | 20,690 | 41,379 | 41,379 | 62,069 | ||||||||
Class of warrant or right expense | five-years | five-years | five-years |
SCHEDULE OF LONG-TERM DEBT RELA
SCHEDULE OF LONG-TERM DEBT RELATED PARTIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Long term debt current - related parties | $ 3,892,463 | $ 1,843,399 | |
Current portion of long-term debt related parties | (3,892,463) | (1,843,399) | |
Long-term debt - related parties | |||
Long-term debt - related parties | |||
Unsecured advances - CEO [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [1] | 2,908,562 | 1,718,277 |
Note Payable - Satinder Thiara [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [2] | 32,000 | 57,000 |
Promissory Note - Kunaal Sikka [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [3] | 265,000 | 15,000 |
Notes Payable - Swarn Singh [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [4] | 195,000 | 45,000 |
Notes Payable-Chaudhary [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [5] | 8,828 | 8,122 |
Note Payable Director [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [6] | 400,000 | |
Advances Officers [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt current - related parties | [7] | $ 83,073 | |
[1] | This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15 1.25 | ||
[2] | Notes payable to Satinder Thiara entered into May 25, 2016 ($ 22,000 December 31, 2021 10,000 December 31, 2021 25,000 December 31, 2019 15 1.25 21 1.75 12,392 5,499 | ||
[3] | Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $ 15,000 12 December 31, 2019 18 1.50 6 | ||
[4] | Note payable to Swarn Singh, father-in-law of the CEO, entered into January 3, 2017 ($ 25,000 20,000 15 1.25 December 31, 2019 21 1.75 | ||
[5] | Note payable to Sushil Chaudhary dated April 27, 2020 in the amount of 1,100,000 14,500 13 8,828 | ||
[6] | Note payable to a director dated June 15, 2021 that matured December 12, 2021 in the amount of $ 400,000 The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. If the note is repaid by the maturity date, one of the two tranches of 18,750 shares will be returned. The Company and the director extended the maturity date of this note to June 14, 2022 | ||
[7] | Note payable to officer dated June 18, 2020 in the amount of 7,650,000 100,000 82,100 973 |
SCHEDULE OF LONG-TERM DEBT RE_2
SCHEDULE OF LONG-TERM DEBT RELATED PARTIES (Details) (Parenthetical) | Dec. 15, 2021USD ($) | Jun. 25, 2021 | Jun. 15, 2021USD ($) | Mar. 05, 2021USD ($)shares | May 01, 2018USD ($) | Feb. 01, 2017USD ($) | Jan. 03, 2017USD ($) | Dec. 13, 2016USD ($) | May 25, 2016USD ($) | Jan. 01, 2015 | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | Jun. 18, 2020USD ($) | Jun. 18, 2020INR (₨) | Apr. 27, 2020USD ($) | Apr. 27, 2020INR (₨) | Sep. 13, 2018USD ($) |
Short-term Debt [Line Items] | |||||||||||||||||
Accrued Interest | $ 12,392 | ||||||||||||||||
Conversion of common stock | shares | 5,499 | 21,250 | |||||||||||||||
Kunaal Sikka [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 15.00% | 18.00% | 12.00% | ||||||||||||||
Loan bears monthly interest rate | 1.50% | 6.00% | |||||||||||||||
Note payable to related parties | $ 250,000 | $ 15,000 | |||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | ||||||||||||||||
Swarn Singh [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 15.00% | 15.00% | 15.00% | 21.00% | 21.00% | ||||||||||||
Loan bears monthly interest rate | 1.25% | 1.25% | 1.75% | ||||||||||||||
Note payable to related parties | $ 150,000 | $ 20,000 | $ 25,000 | ||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2019 | ||||||||||||||
Sushi lChaudhary [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 13.00% | 13.00% | |||||||||||||||
Note payable to related parties | $ 14,500 | ||||||||||||||||
Notes Payable | $ 8,828 | $ 8,828 | |||||||||||||||
Sushi lChaudhary [Member] | INR [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Note payable to related parties | ₨ | ₨ 1,100,000 | ||||||||||||||||
Officer [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Note payable to related parties | $ 100,000 | ₨ 7,650,000 | |||||||||||||||
Notes Payable | 82,100 | 82,100 | |||||||||||||||
Due to related party | $ 973 | $ 973 | |||||||||||||||
Director [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Note payable to related parties | $ 400,000 | ||||||||||||||||
Settlement description | The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. If the note is repaid by the maturity date, one of the two tranches of 18,750 shares will be returned. The Company and the director extended the maturity date of this note to June 14, 2022 | ||||||||||||||||
Notes Payable to Satinder Thiara [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 15.00% | 15.00% | 15.00% | 21.00% | 21.00% | ||||||||||||
Loan bears monthly interest rate | 1.25% | 1.25% | 1.25% | 1.75% | |||||||||||||
Note payable to related parties | $ 25,000 | $ 10,000 | $ 22,000 | ||||||||||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 15.00% | ||||||||||||||||
Loan bears monthly interest rate | 1.25% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Oct. 15, 2021USD ($)d$ / sharesshares | Oct. 08, 2021USD ($)d$ / sharesshares | Sep. 17, 2021USD ($)d$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | |||||
Debt instrument unamortized discount | $ 785,149 | ||||
Interest expense | 455,824 | 228,748 | |||
Amortization of discounts on debt | 629,759 | ||||
Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expense | $ 78,247 | $ 0 | |||
Evergreen Capital Management LLC [Member] | Senior Secured Promissory Notes [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 20.00% | 20.00% | 20.00% | ||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 720,000 | ||
Debt instrument unamortized discount | $ 40,000 | $ 80,000 | $ 120,000 | ||
Debt Instrument, Maturity Date, Description | nine months to July 15, 2022 | nine months to July 8, 2022 | |||
Debt instrument, conversion price | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | ||
Debt instrument convertible stock price | 90.00% | 90.00% | 90.00% | ||
Debt instrument convertible trading days | d | 5 | 5 | 5 | ||
Warrant granted | shares | 20,690 | 41,379 | 62,069 | ||
Class of warrant or right expense | five-years | five-years | five-years | ||
Exercise price per share | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | ||
Warrant [Member] | Evergreen Capital Management LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Class of warrant of securities | shares | 1,655 | 3,310 | 4,966 | ||
Commission expenses | $ 5,756 | $ 9,695 | $ 37,977 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Long term debt, total | $ 255,024 | $ 193,617 | |
Current portion | (218,972) | (133,761) | |
Long-term debt, net of current portion | 36,052 | 59,856 | |
Satin [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [1] | 55,890 | |
SBA - Rohuma [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | 10,000 | ||
Other debt [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [2] | 6,000 | 6,000 |
Yukti Securities Private Limited [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [3] | 4,547 | |
Auto Loan ICICI Bank [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [4] | 11,062 | 18,539 |
Baxter Credit Union [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [5] | 99,975 | 99,911 |
UGECL [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [6] | 49,776 | 54,563 |
USA Bank PPP [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [7] | 10,057 | |
Loan Builder [Member] | |||
Short-term Debt [Line Items] | |||
Long term debt, total | [8] | $ 22,321 | |
[1] | Unsecured amount due from a customer. | ||
[2] | Note payable to an individual for $ 7,500 1,500 | ||
[3] | Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. Was repaid in 2021. | ||
[4] | Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $ 752 4,877 6,186 | ||
[5] | Revolving loan in the amount of $ 100,000 4 December 30, 2020 99,975 4 | ||
[6] | COVID line of credit from UGECL up to 4,000,000 interest only at 7.5 19,910 19,910 9,956 | ||
[7] | PPP loan from USA Bank, with interest accruing at 1 34,697 24,640 10,057 | ||
[8] | $ 50,000 1,057 10 |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2021INR (₨) | May 31, 2018USD ($) | |
Short-term Debt [Line Items] | ||||||
Payment of notes payable | $ 515,615 | |||||
Interest expense | $ 8,058 | $ 6,932 | ||||
Other debt [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Note payable to related parties | $ 7,500 | |||||
Payment of notes payable | $ 1,500 | |||||
Auto Loan ICICI Bank [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt periodic payment description | Payments are monthly at $752, through maturity in May 2023. | |||||
Periodic payment of debt | $ 752 | |||||
Long-term debt, maturity (2022) | 4,877 | |||||
Long-term debt, maturity (2023) | 6,186 | |||||
Revolving Loan [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, face value | $ 100,000 | |||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | ||||
Debt instrument maturity date | Dec. 30, 2020 | |||||
Revolving Loan [Member] | Renegotiated Balance [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, face value | $ 99,975 | |||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | ||||
COVID UGECL [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Long-term debt, maturity (2022) | $ 19,910 | |||||
Long-term debt, maturity (2023) | $ 19,910 | |||||
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% | ||||
Line of credit term | COVID line of credit from UGECL up to 4,000,000 INR in India, term of 48 months, | |||||
Line of credit interest | interest only at 7.5% annual rate for first 12 months, then 36 equal instalments through maturity | |||||
Long-term debt, maturity (2024) | $ 9,956 | |||||
COVID UGECL [Member] | INR [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Line of credit | ₨ | ₨ 4,000,000 | |||||
Paycheck Protection Program Loan [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, face value | $ 34,697 | |||||
Debt instrument, interest rate, stated percentage | 1.00% | 1.00% | ||||
Debt, forgiveness | $ 10,057 | $ 24,640 | ||||
Unsecured Loan [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, face value | $ 50,000 | |||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||
Debt instrument description | $50,000 unsecured loan due in 52 weekly payments | |||||
Interest expense | $ 1,057 |
LONG-TERM DEBT RELATED PARTIE_2
LONG-TERM DEBT RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 455,824 | $ 228,748 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Long-term debt interest expense | $ 8,058 | $ 6,932 |
SUMMARY OF CARRYING VALUE OF CO
SUMMARY OF CARRYING VALUE OF CONVERTIBLE DEBT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Convertible debt current - related and unrelated parties | $ 241,334 | ||
Excess of the fair value of shares issuable over the face value of the convertible notes | [1] | 48,257 | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Convertible debt current - related and unrelated parties | [1] | 95,000 | |
Unrelated Parties [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Convertible debt current - related and unrelated parties | [1] | $ 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% January 15, 2018 68,077 100,000 70,000 6 10 5 December 31, 2019 156,250 31,046 23,412 25,000 initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019 |
SUMMARY OF CARRYING VALUE OF _2
SUMMARY OF CARRYING VALUE OF CONVERTIBLE DEBT (Details) (Parenthetical) | Mar. 05, 2021USD ($)shares | Jan. 31, 2018 | Jul. 31, 2017 | Mar. 31, 2021shares | Nov. 30, 2017USD ($) | Dec. 31, 2020d | Dec. 31, 2018USD ($) | Dec. 31, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Conversion of common stock | shares | 181,250 | |||||||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | ||||||
Debt instrument maturity date | Jan. 15, 2018 | Dec. 31, 2019 | ||||||
Debt maturity description | 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 had not been extended and were in default until June 30, 2021, when the note holders agreed to extend the debt until October 31, 2021, with no other changes to the notes. The Company has classified these notes as current liabilities. The Company had accrued the default interest on the two notes from July 1, 2019 through March 4, 2021. On March 5, 2021, the Company converted $156,250 in convertible notes which includes the excess of the fair value of shares issuable over the face value of the convertible notes along with $31,046 in accrued interest into 23,412 shares of common stock. | |||||||
Debt interest rate increases during the period | 10.00% | |||||||
Debt trading days | d | 5 | |||||||
Unrelated Parties [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt instrument, face value | $ 68,077 | |||||||
Four Related Parties [Member] | Convertible Promissory Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Proceeds from convertible debt - related parties | $ 100,000 | |||||||
Related Parties [Member] | Convertible Promissory Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Proceeds from convertible debt - related parties | $ 70,000 | |||||||
Related Parties [Member] | Convertible Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Issuance of conversion in excess of fair value | $ 156,250 | |||||||
Accrued Interest | $ 31,046 | |||||||
Conversion of common stock | shares | 23,412 | |||||||
Satinder Thiara and Dharam V Sikka [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
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 |
CURRENT PORTION - CONVERTIBLE_3
CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Interest expense | $ 455,824 | $ 228,748 |
Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Interest expense | $ 7,495 | $ 19,361 |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average remaining contractual life, outstanding ending balance | 8 years 9 months 21 days | 9 years 9 months 21 days | |
Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 166,159 | 166,159 | |
Exercise price, beginning balance | $ 0.008 | $ 0.008 | |
Weighted-average remaining contractual life, outstanding ending balance | 2 years 8 months 8 days | 3 years 10 months 13 days | 4 years 10 months 13 days |
Aggregate intrinsic value of vested warrants outstanding beginning balance | $ 2,125,506 | ||
Weighted-average exercise price, outstanding beginning balance | $ 0.008 | $ 0.008 | |
Warrants granted | 380,323 | ||
Warrants exercised | (56,400) | ||
Warrants expired/cancelled | (52,391) | ||
Ending balance | 437,691 | 166,159 | 166,159 |
Exercise price, ending balance | $ 0.008 | $ 0.008 | |
Aggregate intrinsic value of vested warrants outstanding ending balance | $ 1,185,798 | $ 2,125,506 | |
Weighted-average exercise price, outstanding ending balance | $ 5.36 | $ 0.008 | $ 0.008 |
Exercisable at ending | 369,189 | ||
Weighted-average remaining contractual life, outstanding ending balance | 2 years 9 months 14 days | ||
Exercisable Aggregate Intrinsic Value | $ 830,785 | ||
Exercisable weighted price per share | $ 6.40 | ||
Warrants [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Exercise price, Warrants granted | 0.008 | ||
Exercise price, ending balance | 0.008 | ||
Exercisable price per share | 0.008 | ||
Warrants [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Exercise price, Warrants granted | 16 | ||
Exercise price, ending balance | 16 | ||
Exercisable price per share | $ 16 |
SCHEDULE OF EACH OPTION WARRANT
SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected term | 3 years | |
Expected volatility | ||
Expected dividend yield | ||
Risk-free interest rate | 2.00% | |
Minimum [Member] | ||
Expected volatility | 164.00% | |
Maximum [Member] | ||
Expected volatility | 269.00% |
SUMMARY OF STOCK OPTION (Detail
SUMMARY OF STOCK OPTION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of Shares, Beginning balance | 491,250 | ||
Weighted Average Exercise Price, Beginning balance | $ 0.0416 | $ 0.0416 | |
Number of Shares, Granted | 491,250 | ||
Weighted Average Exercise Price, Granted | $ 0.0416 | ||
Number of Shares, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Shares, Forfeited | |||
Weighted Average Exercise Price, Forfeited | |||
Number of Shares, Expired | |||
Weighted Average Exercise Price, Expired | |||
Number of Shares, Ending balance | 491,250 | 491,250 | |
Weighted Average Exercise Price, Ending balance | $ 0.0416 | $ 0.0416 | |
Intrinsic value of options | $ 2,533,975 | $ 6,267,475 | |
Weighted Average Remaining Contractual Life | 8 years 9 months 21 days | 9 years 9 months 21 days |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Oct. 15, 2021 | Oct. 08, 2021 | Sep. 22, 2021 | Sep. 17, 2021 | Sep. 17, 2021 | May 16, 2021 | Mar. 08, 2021 | Mar. 05, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Aug. 02, 2017 | Jul. 19, 2017 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 22, 2021 | May 16, 2019 |
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 50,730 | 0 | ||||||||||||||||||||
Number of common stock value issued during period | $ 38,500 | $ 456,000 | $ 494,500 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Common stock, shares outstanding | 4,171,638 | 4,171,638 | 3,412,281 | |||||||||||||||||||
Common stock, shares issued | 4,171,638 | 4,171,638 | 3,412,281 | |||||||||||||||||||
Debt conversion instrument | 5,499 | 21,250 | ||||||||||||||||||||
Conversion of notes payable | 181,250 | |||||||||||||||||||||
Value of shares issued for service | $ 1,750 | $ 436,385 | $ 1,344,995 | |||||||||||||||||||
Stock based compensation | $ 412,447 | $ 104,639 | ||||||||||||||||||||
Accrued interest | $ 43,438 | |||||||||||||||||||||
Stock based compensation unregognised | $ 660,372 | |||||||||||||||||||||
Share based compensation | 491,250 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 39,063 | |||||||||||||||||||||
Additional number of shares vested | 292,040 | |||||||||||||||||||||
Value of shares vested | $ 331,103 | |||||||||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants exercise price | $ 0.008 | |||||||||||||||||||||
Number of warrant issued | 170,942 | |||||||||||||||||||||
Warrants to purchase common stock | 170,942 | |||||||||||||||||||||
Number of warrants earned | 102,565 | |||||||||||||||||||||
Remaining warrants expected to be earned | 68,377 | |||||||||||||||||||||
Amount of warrants outstanding | $ 1,640,447 | |||||||||||||||||||||
Ownership interest percentage | 99.00% | |||||||||||||||||||||
Minority interest ownership percentage | 1.00% | 1.00% | ||||||||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants exercise price | $ 0.008 | |||||||||||||||||||||
Number of warrant issued | 170,942 | |||||||||||||||||||||
Number of warrants earned | 102,565 | |||||||||||||||||||||
Remaining warrants expected to be earned | 68,377 | |||||||||||||||||||||
Amount of warrants outstanding | $ 1,640,447 | |||||||||||||||||||||
Ownership interest percentage | 99.00% | |||||||||||||||||||||
Share Exchange Agreement [Member] | Contingent Consideration [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Amount of warrants outstanding | $ 656,179 | |||||||||||||||||||||
Stock Purchase Agreements [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 71,250 | |||||||||||||||||||||
Shares issued price per share | $ 6.40 | |||||||||||||||||||||
Number of common stock value issued during period | $ 456,000 | |||||||||||||||||||||
Warrants exercise price | $ 16 | |||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Number of warrant issued | 35,625 | |||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 3,125 | |||||||||||||||||||||
Warrants exercise price | $ 16 | |||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Stock based compensation unregognised | $ 3,000 | |||||||||||||||||||||
Rohuma, LLC [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares of stock issued for acquisition, shares | 536,528 | |||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Percentage of voting interest acquired | 100.00% | |||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||
Number of warrant issued | 166,159 | |||||||||||||||||||||
Class of warrant | $ 268 | |||||||||||||||||||||
Warrants to purchase common stock | 56,400 | 56,400 | 166,159 | |||||||||||||||||||
Cancelled warrants | 52,391 | |||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | Immediately Upon Closing [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrant issued | 12,596 | |||||||||||||||||||||
Warrants to purchase common stock | 12,596 | |||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | One Year After the Date of Closing [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 107,494 | 107,494 | ||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | Two Years After the Date of Closing [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrant issued | 46,069 | |||||||||||||||||||||
Warrants to purchase common stock | 46,069 | |||||||||||||||||||||
MIMO Technologies PVT Ltd [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Note receivable written off | 258,736 | |||||||||||||||||||||
Accounts receivable written off | 123,778 | |||||||||||||||||||||
Debenture written off | 40,354 | |||||||||||||||||||||
Cash payment to minority shareholders | 22,338 | |||||||||||||||||||||
MIMO Technologies PVT Ltd [Member] | Share Exchange Agreement [Member] | Contingent Consideration [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Amount of warrants outstanding | 656,179 | |||||||||||||||||||||
Warrant [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 12,500 | |||||||||||||||||||||
Platinum Point Capital [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants exercise price | $ 16 | |||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Share based compensation | 25,000 | |||||||||||||||||||||
Decrease in exercise price | $ 11.60 | $ 11.60 | $ 11.60 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 6,899 | 4,375 | 71,250 | 75,625 | ||||||||||||||||||
Number of common stock value issued during period | $ 7 | |||||||||||||||||||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | 33,042 | 83,773 | ||||||||||||||||||||
Shares of stock issued for services rendered, shares | 125 | 50,000 | 178,875 | |||||||||||||||||||
Value of shares issued for service | $ 18 | |||||||||||||||||||||
Shares of stock issued for acquisition, shares | 320,285 | 320,285 | ||||||||||||||||||||
Common Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 43,750 | |||||||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock value issued during period | $ 494,493 | |||||||||||||||||||||
Value of shares issued for service | $ 1,344,977 | |||||||||||||||||||||
Additional Paid-in Capital [Member] | Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Amount of warrants outstanding | 984,268 | |||||||||||||||||||||
Additional Paid-in Capital [Member] | MIMO Technologies PVT Ltd [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Amount of warrants outstanding | $ 984,268 | |||||||||||||||||||||
Maximum [Member] | Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Minority interest ownership percentage | 1.00% | 1.00% | ||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 6,899 | 150,000 | ||||||||||||||||||||
Compensation bonus for CEO | $ 1,078,560 | |||||||||||||||||||||
Advisor [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock based compensation | $ 40,222 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||
Advisor [Member] | Common Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 0 | |||||||||||||||||||||
Director [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Short-term Debt, Lender | director for agreeing to lend the Company $400,000 in a promissory note | |||||||||||||||||||||
Director [Member] | Common Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 37,500 | |||||||||||||||||||||
Shares may be return in period | 18,750 | |||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 447,000 | |||||||||||||||||||||
Evergreen Capital Management LLC [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants exercise price | $ 11.60 | $ 11.60 | $ 11.60 | $ 11.60 | ||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||
Share based compensation | 20,690 | 41,379 | 62,069 | |||||||||||||||||||
Decrease in exercise price | $ 11.60 | |||||||||||||||||||||
Convertible promissory note payable | $ 240,000 | $ 480,000 | $ 720,000 | $ 720,000 | ||||||||||||||||||
Warrants issued to investment bankers | 1,655 | 3,310 | 4,966 | |||||||||||||||||||
Commission expenses | $ 5,756 | $ 9,695 | $ 37,977 | |||||||||||||||||||
Board Members, Advisory Board Members, Employees and Consultants [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock based compensation | $ 104,638 | |||||||||||||||||||||
Share based compensation | 491,250 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||
Series A convertible preferred stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
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”). | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 50,000 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 50,000 | |||||||||||||||||||
Series A convertible preferred stock [Member] | Minimum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par value | $ 500 | |||||||||||||||||||||
Series A convertible preferred stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 50,000 | 50,000 | ||||||||||||||||||||
Shares issued price per share | $ 7.2472 | $ 0.20 | ||||||||||||||||||||
Number of common stock value issued during period | $ 10,000 | |||||||||||||||||||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | 50,000 | 50,000 | ||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||||||
Conversion of notes payable | 56,400 | |||||||||||||||||||||
Warrants exercise price | $ 45 |
SCHEDULE OF REMAINING LEASE OBL
SCHEDULE OF REMAINING LEASE OBLIGATION (Details) | Dec. 31, 2021USD ($) |
Operating Lease | |
2022 | $ 26,550 |
2023 | 28,593 |
2024 | 29,445 |
2025 | 32,835 |
2026 | 32,835 |
Thereafter | 25,995 |
Total lease payments | 176,253 |
Less: Imputed interest | 53,352 |
Present value of lease liabilities | $ 122,901 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 17, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Lease right of use asset | $ 112,076 | $ 126,118 | |
Lease liability | 122,901 | ||
Operating lease, right-of-use asset, amortization expense | 592,909 | ||
Impaired right-of-use asset | 333,571 | ||
Impaired lease liability | 349,428 | ||
Unamortized lease right of use asset | 112,076 | ||
Rent expense | $ 32,087 | $ 101,845 | |
TRAQIQ Solutions Private Limited [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Lease right of use asset | $ 576,566 | ||
Lease liability | $ 585,207 |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Measurement Input, Expected Term [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value measurement input, term | 1 year | |
Expected Volatility [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | ||
Expected Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 1.64 | |
Expected Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 2.69 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | ||
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 0.0015 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative liability | $ 1,152,620 | |
Platinum Point Capital, LLC [Member] | ||
Derivative liability | 90,000 | |
Evergreen Capital Management LLC One [Member] | ||
Derivative liability | 223,448 | |
Evergreen Capital Management LLC One [Member] | Warrant [Member] | ||
Derivative liability | 307,862 | |
Evergreen Capital Management LLC Two [Member] | ||
Derivative liability | 148,965 | |
Evergreen Capital Management LLC Two [Member] | Warrant [Member] | ||
Derivative liability | 205,241 | |
Evergreen Capital Management LLC Three [Member] | ||
Derivative liability | 74,483 | |
Evergreen Capital Management LLC Three [Member] | Warrant [Member] | ||
Derivative liability | $ 102,621 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) (Parenthetical) | Dec. 31, 2021shares |
Platinum Point Capital, LLC [Member] | |
Number of warrants issued | 25,000 |
Evergreen Capital Management LLC One [Member] | |
Number of warrants issued | 62,069 |
Evergreen Capital Management LLC Two [Member] | |
Number of warrants issued | 41,379 |
Evergreen Capital Management LLC Three [Member] | |
Number of warrants issued | 20,690 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Beginning balance | |
Issuances of warrants/conversion option - derivative liabilities | 1,289,874 |
Extinguishment of derivative liability upon conversion/repayment of convertible notes | (1,089,675) |
Change in fair value of warrants/conversion option - derivative liabilities | 952,421 |
Ending balance | $ 1,152,620 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | Oct. 15, 2021 | Oct. 08, 2021 | Sep. 17, 2021 | Sep. 17, 2021 | Feb. 12, 2021 | Jan. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible promissory note | $ 654,851 | $ 654,851 | |||||||
Debt instrument term | 7 years | ||||||||
Number of shares issued | 50,730 | 0 | |||||||
Debt instrument unamortized discount | $ 785,149 | $ 785,149 | |||||||
Stock option | 491,250 | ||||||||
GS Capital Partners, LLC [Member] | |||||||||
Original issue discount | $ 10,000 | ||||||||
Legal fees | $ 5,000 | ||||||||
Number of shares issued as commitment fee | 3,250 | ||||||||
GS Capital Partners, LLC [Member] | Returnable Upon Achievement [Member] | |||||||||
Number of shares issued | 21,250 | ||||||||
Platinum Point Capital, LLC [Member] | |||||||||
Number of shares issued as commitment fee | 7,500 | ||||||||
Number of warrants granted | 25,000 | ||||||||
Warrant term | 3 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 16 | ||||||||
Evergreen Capital Management LLC [Member] | |||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | |||||
Stock option | 20,690 | 41,379 | 62,069 | ||||||
Warrant excercise | $ 11.60 | $ 11.60 | $ 11.60 | ||||||
12% Convertible Promissory Note [Member] | GS Capital Partners, LLC [Member] | |||||||||
Convertible promissory note | $ 125,000 | ||||||||
Debt instrument term | 1 year | ||||||||
12% Convertible Promissory Note [Member] | GS Capital Partners, LLC [Member] | Every Month Thereafter [Member] | |||||||||
Monthly repayment | $ 20,000 | ||||||||
Debt conversion description | The conversion price of the GS Note is 66% of the lowest closing stock price over the previous 20 trading days | ||||||||
10% Convertible Promissory Note [Member] | Platinum Point Capital, LLC [Member] | |||||||||
Debt instrument term | 1 year | ||||||||
Debt conversion description | The conversion price of the Platinum Note is the greater of (a) $0.08 or (b) 70% of the lowest closing stock price over the previous 15 trading days | ||||||||
10% Convertible Promissory Note [Member] | Evergreen Capital Management LLC [Member] | |||||||||
Debt conversion description | The Evergreen 3 accrues interest at a rate of 10% per year. The conversion price of Evergreen 3 is the lower of (a) $11.60 (“Fixed Conversion Price”) or (b) upon the occurrence and during the continuation of any Event of Default, if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Day that is immediately prior to the applicable Conversion Date (the “Default Conversion Price”) | The Evergreen 2 accrues interest at a rate of 10% per year. The conversion price of Evergreen 2 is the lower of (a) $11.60 (“Fixed Conversion Price”) or (b) upon the occurrence and during the continuation of any Event of Default, if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Day that is immediately prior to the applicable Conversion Date (the “Default Conversion Price”). | The Evergreen 1 accrues interest at a rate of 10% per year. The conversion price of Evergreen 1 is the lower of (a) $11.60 (“Fixed Conversion Price”) or (b) upon the occurrence and during the continuation of any Event of Default, if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Day that is immediately prior to the applicable Conversion Date (the “Default Conversion Price”). | ||||||
Senior Secured Promissory Notes [Member] | Evergreen Capital Management LLC [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.60 | $ 11.60 | $ 11.60 | $ 11.60 | |||||
Debt instrument, interest rate, stated percentage | 20.00% | 20.00% | 20.00% | 20.00% | |||||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 720,000 | $ 720,000 | |||||
Debt instrument unamortized discount | 40,000 | 80,000 | 120,000 | 120,000 | |||||
Convertible Promissory Notes [Member] | GS Capital Partners, LLC [Member] | |||||||||
Debt instrument term | 1 year | ||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||
Debt instrument face amount | 240,000 | 480,000 | 720,000 | 720,000 | $ 125,000 | ||||
Debt instrument unamortized discount | $ 40,000 | $ 80,000 | $ 120,000 | $ 120,000 | $ 10,000 | ||||
Convertible Promissory Notes [Member] | Platinum Point Capital, LLC [Member] | |||||||||
Debt instrument term | 1 year | ||||||||
Warrant term | 3 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 16 | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Two Major Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 50.00% | 85.00% |
Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 93.00% | 85.00% |
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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 22, 2014 | Dec. 31, 2021 |
Mimo technologies private ltd [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Proceeds from Related Party Debt | $ 40,000 | |
Ministry of Finance, India [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax and penalty amount payable | 0 | |
Gratuity outstanding | 9,462 | |
Liabilities Subject to Compromise, Income Tax Contingencies | $ 246,398 | |
Ministry of Finance, India [Member] | Mira green tech private ltd [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Guarantee provided prior to acquisition | $ 165,813 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 8.92% | 0.38% |
Permanent differences | (5.24%) | (0.98%) |
Change in valuation allowance | (32.18%) | (27.90%) |
Totals | 0.00% | 0.00% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Net Deferred Tax Assets | $ 116,111 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforward (based on last tax return filed per Indian Income Tax laws) | 1,949,739 | 747,748 |
Stock-based compensation | 683,299 | 28,174 |
Depreciation | (1,616) | |
Net Deferred Tax Assets | 2,633,038 | 774,306 |
Less: Valuation allowance | (2,633,038) | (774,306) |
Net Deferred Tax Asset | ||
India Based Entity [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforward (based on last tax return filed per Indian Income Tax laws) | 43,140 | |
Net Deferred Tax Assets | 116,111 | 148,043 |
Less: Valuation allowance | 0 | (148,043) |
Net Deferred Tax Asset | 116,111 | |
Difference between book and tax base of fixed assets | 32,370 | 43,868 |
Provision for gratuity | 26,286 | 27,189 |
Provision for leave encashment | 10,429 | 11,030 |
Operating lease | 47,026 | 5,170 |
Timing difference on TDS under 40a(ia) | 9,002 | |
MAT credit | $ 8,644 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Operating Loss Carryforward | $ 7,241,371 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,858,732 | |
Deferred Tax Assets, Gross | 116,111 | |
India Based Entity [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Deferred Tax Assets, Gross | $ 116,111 |
SCHEDULE OF EMPLOYEE GRATUITY P
SCHEDULE OF EMPLOYEE GRATUITY PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Projected benefit obligation, beginning balance | $ 104,573 | $ 85,594 |
Obligation related to acquired companies upon acquisition | 15,906 | |
Service cost | 25,227 | 10,746 |
Interest cost | 6,518 | 5,595 |
Benefits paid | (14,326) | (19,033) |
Actuarial gain (loss) on the Obligation | (3,517) | 23,761 |
Effect of exchange rate changes | (2,136) | (2,090) |
Projected benefit obligation, ending balance | 132,245 | 104,573 |
Unfunded amount - non-current | 117,012 | 94,023 |
Unfunded amount - current | 15,233 | 10,550 |
Total accrued liability | $ 132,245 | $ 104,573 |
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Discount rate | 6.30% | 5.55% |
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Rate of increase in compensation levels | 10.00% | 10.00% |
Other Long-term Employee Benefits - Leave Encashment [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Projected benefit obligation, beginning balance | $ 42,424 | $ 33,070 |
Obligation related to acquired companies upon acquisition | 13,133 | |
Service cost | 14,517 | 10,746 |
Interest cost | 2,295 | 5,595 |
Benefits paid | (3,258) | (2,212) |
Actuarial gain (loss) on the Obligation | (6,688) | (3,969) |
Effect of exchange rate changes | (982) | (806) |
Projected benefit obligation, ending balance | 61,441 | 42,424 |
Unfunded amount - non-current | 51,686 | 37,306 |
Unfunded amount - current | 9,755 | 5,118 |
Total accrued liability | $ 61,441 | $ 42,424 |
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Discount rate | 6.30% | 5.55% |
The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost : Rate of increase in compensation levels | 10.00% | 10.00% |
Components of Net Period Benefit Costs [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Service cost | $ 25,227 | $ 10,746 |
Interest cost | 6,518 | 5,595 |
Actuarial gain (loss) on the Obligation | (3,517) | 23,761 |
Components of net period benefit costs | 28,228 | 40,102 |
Components of Net Period Benefit Costs [Member] | Other Long-term Employee Benefits - Leave Encashment [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Service cost | 14,517 | 10,746 |
Interest cost | 2,295 | 5,595 |
Actuarial gain (loss) on the Obligation | (6,688) | (3,969) |
Components of net period benefit costs | $ 10,124 | $ 12,372 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 18, 2022 | Feb. 11, 2022 | Jan. 31, 2022 |
Subsequent Event [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 75,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000 | ||
Reverse stock split, description | 1 for 8 reverse stock split | ||
Sixth Street Lending L L C [Member] | Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face amount | $ 115,640 | ||
Promissory note issued at discount | $ 12,390 | ||
Interest rate | 11.00% | ||
Maturity date | Feb. 11, 2023 | ||
Debt instrument terms | The interest rate increases to 22% if an event of default occurs | ||
Periodic payment of debt | $ 12,836 | ||
Debt instrument terms | the holder of the promissory note will have the right to convert any portion of the outstanding principal and interest at the lowest price on the preceding trading day | ||
Shares reserved for conversion | 180,688 | ||
Loan Builder [Member] | Rohuma, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 75,000 | ||
Installment paid by weekly | 364 days |