Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56148 | |
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 | 14205 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,488,538 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 63,343 | $ 56,329 |
Accounts receivable, net | 465,039 | 774,146 |
Prepaid expenses and other current assets | 23,242 | 150,272 |
Total Current Assets | 551,624 | 980,747 |
Fixed assets, net | 38,201 | 34,165 |
Intangible assets, net | 1,124,867 | 1,206,966 |
Goodwill | 5,863,058 | 5,863,058 |
Restricted cash | 104,228 | 114,199 |
Deferred tax asset | 101,072 | 116,111 |
Right-of-use asset | 269,235 | 112,076 |
Long-term taxes receivable | 124,681 | 122,136 |
Other assets | 2,862 | 3,137 |
Total Non-current Assets | 7,628,204 | 7,571,848 |
TOTAL ASSETS | 8,179,828 | 8,552,595 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,330,356 | 2,146,015 |
Cash overdraft | 247,809 | 218,747 |
Accrued payroll and related taxes | 264,363 | 412,144 |
Accrued taxes and duties payable | 129,842 | 72,169 |
Deferred revenue | 3,831 | |
Derivative liability | 1,953,276 | 1,152,620 |
Contingent consideration - Rohuma | 532,600 | 1,383,954 |
Contingent consideration - Mimo | 246,067 | 656,179 |
Current portion - lease liability | 12,989 | 13,071 |
Current portion - long-term debt - related parties | 4,282,696 | 3,892,463 |
Current portion - long-term debt | 655,262 | 218,972 |
Current portion - convertible notes payable, net of discounts | 1,259,194 | 654,851 |
Total Current Liabilities | 11,914,454 | 10,825,016 |
Accrued payroll and related taxes, net of current portion | 168,392 | |
Long-term debt, net of current portion | 118,111 | 36,052 |
Lease liability, net of current portion | 262,543 | 109,830 |
Total Non-current Liabilities | 549,046 | 145,882 |
Total Liabilities | 12,463,500 | 10,970,898 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, par value, $0.0001, 10,000,000 shares authorized, Series A Convertible Preferred, 0 shares issued and outstanding, respectively | ||
Common stock, par value, $0.0001, 300,000,000 shares authorized, 4,488,538 and 4,171,638 issued and outstanding, respectively | 448 | 417 |
Subscription receivable | ||
Additional paid in capital | 7,924,818 | 6,508,931 |
Accumulated deficit | (12,455,033) | (8,953,768) |
Accumulated other comprehensive income (loss) | 255,484 | 30,605 |
Total Stockholders’ Equity (Deficit) before Non-controlling Interest | (4,274,283) | (2,413,815) |
Non-controlling interest | (9,389) | (4,488) |
Total Stockholders’ Equity (Deficit) | (4,283,672) | (2,418,303) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 8,179,828 | $ 8,552,595 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 4,488,538 | 4,171,638 |
Common stock, shares outstanding | 4,488,538 | 4,171,638 |
Series A convertible preferred stock [Member] | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUE | $ 429,731 | $ 789,699 | $ 1,185,726 | $ 2,109,087 |
COST OF REVENUE | 349,551 | 652,542 | 1,095,572 | 1,664,570 |
GROSS PROFIT | 80,180 | 137,157 | 90,154 | 444,517 |
OPERATING EXPENSES | ||||
Salaries and salary related costs | 170,997 | 183,349 | 530,033 | 492,362 |
Professional fees | 94,490 | 298,134 | 303,136 | 585,422 |
Rent expense | 14,977 | 8,010 | 31,475 | 23,521 |
Depreciation and amortization expense | 37,043 | 17,471 | 86,547 | 54,490 |
General and administrative expenses | 124,594 | 1,365,067 | 355,500 | 2,893,036 |
Total Operating Expenses | 442,101 | 1,872,031 | 1,306,691 | 4,048,831 |
OPERATING LOSS | (361,921) | (1,734,874) | (1,216,537) | (3,604,314) |
OTHER INCOME (EXPENSE) | ||||
Change in fair value of derivative liability | (492,784) | 345,911 | (670,656) | (850,221) |
Derivative expense | (124,966) | (124,966) | ||
Gain on sale of assets | 146 | 146 | ||
PPP forgiveness and other expense | (336,504) | (313,015) | 10,073 | |
Interest expense, net of interest income | (316,472) | (264,542) | (1,294,904) | (627,720) |
Total other income (expense) | (1,145,760) | (43,451) | (2,278,575) | (1,592,688) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (1,507,681) | (1,778,325) | (3,495,112) | (5,197,002) |
Provision for income taxes | 4,415 | 11,051 | 86,411 | |
NET LOSS | (1,507,681) | (1,782,740) | (3,506,163) | (5,283,413) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 2,556 | 1,407 | 4,901 | 3,970 |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | (1,505,125) | (1,781,333) | (3,501,262) | (5,279,443) |
Other comprehensive income (loss) | ||||
Foreign currency translations adjustment | 11,592 | 30,406 | 224,879 | 3,458 |
Comprehensive loss | $ (1,493,533) | $ (1,751,807) | $ (3,276,383) | $ (5,276,865) |
Net loss per share | $ (0.33) | $ (0.45) | $ (0.81) | $ (1.37) |
Weighted average common shares outstanding - basic and diluted | 4,585,487 | 3,929,422 | 4,311,104 | 3,850,152 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - 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, 2020 | $ 5 | $ 341 | $ 119,650 | $ (2,504,893) | $ 27,721 | $ (2,357,176) | ||
Beginning balance, shares at Dec. 31, 2020 | 50,000 | 3,412,245 | ||||||
Shares of stock issued for cash | $ 7 | 455,993 | $ 456,000 | |||||
Shares of stock issued for cash, shares | 71,250 | 71,250 | ||||||
Shares of stock issued for conversion of notes payable and accrued interest | $ 3 | 224,684 | $ 224,687 | |||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | 33,042 | |||||||
Shares of stock issued for services rendered | $ 5 | 436,380 | $ 436,385 | |||||
Shares of stock issued for services rendered, shares | 50,000 | 50,000 | ||||||
Shares of stock issued for acquisition of Rohuma | $ 32 | 2,049,789 | $ 2,049,821 | |||||
Shares of stock issued for acquisition of Rohuma (second tranche), shares | 320,285 | |||||||
Warrants earned for acquisition of Mimo | 984,268 | 984,268 | ||||||
Stock-based compensation - warrants granted for consulting | 68,642 | 68,642 | ||||||
Stock-based compensation on granting of options | 108,341 | 108,341 | ||||||
Net loss for the period | (1,691,824) | (6,139) | 1,453 | (1,696,510) | ||||
Ending balance at Mar. 31, 2021 | $ 5 | $ 388 | 4,447,747 | (4,196,717) | 21,582 | 1,453 | 274,458 | |
Ending balance, shares at Mar. 31, 2021 | 50,000 | 3,886,822 | ||||||
Beginning balance at Dec. 31, 2020 | $ 5 | $ 341 | 119,650 | (2,504,893) | 27,721 | $ (2,357,176) | ||
Beginning balance, shares at Dec. 31, 2020 | 50,000 | 3,412,245 | ||||||
Shares issued for exercise of warrants, shares | ||||||||
Ending balance at Dec. 31, 2021 | $ 417 | 6,508,931 | (8,953,768) | 30,605 | (4,488) | $ (2,418,303) | ||
Ending balance, shares at Dec. 31, 2021 | 4,171,638 | |||||||
Beginning balance at Mar. 31, 2021 | $ 5 | $ 388 | 4,447,747 | (4,196,717) | 21,582 | 1,453 | 274,458 | |
Beginning balance, shares at Mar. 31, 2021 | 50,000 | 3,886,822 | ||||||
Shares of stock issued for cash | $ 1 | 38,499 | 38,500 | |||||
Shares of stock issued for cash, shares | 4,375 | |||||||
Shares of stock issued for services rendered | 1,750 | 1,750 | ||||||
Shares of stock issued for services rendered, shares | 125 | |||||||
Stock-based compensation on granting of options | 118,465 | 118,465 | ||||||
Net loss for the period | (1,811,412) | (20,809) | 1,110 | (1,831,111) | ||||
Shares of stock issued for providing note payable | $ 4 | 446,996 | 447,000 | |||||
Shares of stock issued for providing note payable, shares | 37,500 | |||||||
Stock-based compensatuon for restricted stock grants (shares not issued) | 40,222 | 40,222 | ||||||
Ending balance at Jun. 30, 2021 | $ 5 | $ 393 | 5,093,679 | (6,008,129) | 773 | 2,563 | (910,716) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 3,928,822 | ||||||
Shares of stock issued for cash | $ 38,500 | |||||||
Shares of stock issued for cash, shares | 6,899 | 4,375 | ||||||
Shares of stock issued for services rendered | $ 15 | 1,078,545 | $ 1,078,560 | |||||
Shares of stock issued for services rendered, shares | 150,000 | |||||||
Stock-based compensation - warrants granted for consulting | 37,977 | 37,977 | ||||||
Stock-based compensation on granting of options | 161,691 | 161,691 | ||||||
Net loss for the period | (1,723,335) | (30,406) | 1,407 | (1,752,334) | ||||
Stock-based compensatuon for restricted stock grants (shares not issued) | 33,208 | 33,208 | ||||||
Conversion of Series A Preferred Stock to Common Stock | $ (5) | $ 1 | 4 | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | (50,000) | 6,899 | ||||||
Shares of stock issued in warrant exercises | $ 6 | (6) | ||||||
Shares issued for exercise of warrants, shares | 56,401 | |||||||
Ending balance at Sep. 30, 2021 | $ 415 | 6,405,104 | (7,731,464) | (6) | (29,633) | 3,970 | $ (1,351,614) | |
Ending balance, shares at Sep. 30, 2021 | 4,142,122 | |||||||
Shares of stock issued for cash, shares | 50,730 | |||||||
Ending balance at Dec. 31, 2021 | $ 417 | 6,508,931 | (8,953,768) | 30,605 | (4,488) | $ (2,418,303) | ||
Ending balance, shares at Dec. 31, 2021 | 4,171,638 | |||||||
Warrants earned for acquisition of Mimo | 410,112 | 410,112 | ||||||
Stock-based compensation on granting of options | 18,223 | 18,223 | ||||||
Net loss for the period | (917,348) | 103,298 | (1,305) | (815,355) | ||||
Stock-based compensatuon for restricted stock grants (shares not issued) | 33,208 | 33,208 | ||||||
Fractional share adjustment | ||||||||
Fractional share adjustment, shares | 1,370 | |||||||
Ending balance at Mar. 31, 2022 | $ 417 | 6,970,474 | (9,871,116) | 133,903 | (5,793) | (2,772,115) | ||
Ending balance, shares at Mar. 31, 2022 | 4,173,008 | |||||||
Beginning balance at Dec. 31, 2021 | $ 417 | 6,508,931 | (8,953,768) | 30,605 | (4,488) | $ (2,418,303) | ||
Beginning balance, shares at Dec. 31, 2021 | 4,171,638 | |||||||
Shares issued for exercise of warrants, shares | ||||||||
Ending balance at Sep. 30, 2022 | 7,924,818 | (12,455,033) | 255,484 | (9,389) | $ (4,283,672) | |||
Ending balance, shares at Sep. 30, 2022 | 4,488,538 | |||||||
Beginning balance at Mar. 31, 2022 | $ 417 | 6,970,474 | (9,871,116) | 133,903 | (5,793) | (2,772,115) | ||
Beginning balance, shares at Mar. 31, 2022 | 4,173,008 | |||||||
Shares of stock issued for acquisition of Rohuma | $ 13 | 851,340 | 851,353 | |||||
Shares of stock issued for acquisition of Rohuma (second tranche), shares | 133,024 | |||||||
Stock-based compensation on granting of options | 18,223 | 18,223 | ||||||
Net loss for the period | (1,078,792) | 109,989 | (1,040) | (969,843) | ||||
Stock-based compensatuon for restricted stock grants (shares not issued) | 33,209 | 33,209 | ||||||
Shares of stock issued in warrant exercises | $ 18 | 125 | (143) | |||||
Shares issued for exercise of warrants, shares | 179,506 | |||||||
Ending balance at Jun. 30, 2022 | $ 448 | 7,873,371 | (10,949,908) | (143) | 243,892 | (6,833) | (2,839,173) | |
Ending balance, shares at Jun. 30, 2022 | 4,485,538 | |||||||
Stock-based compensation on granting of options | 18,223 | 18,223 | ||||||
Net loss for the period | (1,505,125) | 11,592 | (2,556) | (1,496,089) | ||||
Stock-based compensatuon for restricted stock grants (shares not issued) | 20,924 | 20,908 | ||||||
Shares of stock issued in warrant exercises | ||||||||
Shares of stock issued with convertible debt | 12,300 | 12,300 | ||||||
Shares of stock issued with convertible debt, shares | 3,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 7,924,818 | $ (12,455,033) | $ 255,484 | $ (9,389) | $ (4,283,672) | |||
Ending balance, shares at Sep. 30, 2022 | 4,488,538 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (3,501,262) | $ (5,279,443) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Change in non-controlling interest | (11,592) | (3,970) |
Bad debt expense | 201,884 | 261,187 |
Forgiveness of debt | (18,153) | (10,057) |
Depreciation and amortization | 86,547 | 54,490 |
Lease cost, net of repayment | (3,583) | 2,910 |
Foreign currency (gain) loss | 28,802 | 2,658 |
Stock-based compensation and cashless issuance of shares | 154,298 | 495,116 |
Common stock issued for services rendered | 2,037,126 | |
Change in fair value of derivative liability and derivative expense | 670,656 | 975,187 |
Fees paid in debt financing | 3,250 | |
Amortization of discounts on debt | 646,018 | 253,414 |
Gain on sale of assets | (7) | (146) |
Changes in assets and liabilities | ||
Accounts receivable | (136,976) | (618,164) |
Prepaid expenses and other current assets | 245,855 | 31,309 |
Deferred revenue | ||
Accounts payable, accrued expenses and deferred taxes | 462,326 | (393) |
Accrued payroll and payroll taxes | 59,842 | 8,899 |
Accrued duties and taxes | 63,975 | 52,346 |
Total adjustments | 2,453,142 | 3,541,912 |
Net cash (used in) operating activities | (1,048,120) | (1,737,531) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Cash received in acquisition of Mimo | 42,905 | |
Cash received in acquisition of Rohuma | 5,951 | |
Acquisition of Mimo | (21,856) | |
Acquisition of fixed assets | (32,941) | (3,145) |
Net cash (used in) provided by investing activities | (32,941) | 23,855 |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Increase in cash overdraft | 48,162 | 76,064 |
Proceeds from the issuance of common stock | 494,500 | |
Proceeds from convertible notes | 130,000 | 1,115,000 |
Repayment of convertible notes | (80,000) | |
Proceeds from long-term debt - related parties | 609,997 | 1,449,394 |
Repayment of long-term debt - related parties | (193,672) | (781,326) |
Proceeds from long-term debt | 753,750 | 50,331 |
Repayments of long-term debt | (270,133) | (153,706) |
Net cash provided by financing activities | 1,078,104 | 2,170,257 |
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | (2,957) | 456,581 |
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD | 170,528 | 58,404 |
CASH AND RESTRICTED CASH -END OF PERIOD | 167,571 | 514,985 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest expense | 37,451 | 51,304 |
Income taxes | 5,679 | 86,411 |
SUMMARY OF NON-CASH ACTIVITIES: | ||
Common stock issued for conversion of long-term debt, related and unrelated parties | 224,688 | |
Right of use asset for lease liability | 331,154 | |
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 | |
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) | |
Cash | 43,851 | |
Total net assets acquired | (257,535) | |
Consideration per Share Exchange Agreement | 2,085,653 | |
Goodwill/(Bargain Purchase Gain) | 2,343,188 | |
Intellectual property | 508,669 | |
Tradenames | 169,556 | |
Accrued payroll and related taxes | (104,750) | |
Comprehensive income | $ (42,735) |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
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 five 166,159 12,596 107,494 one 46,069 two 56,400 44,554 12,813 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 536,528 320,285 3,433,776 6.40 133,024 851,353 99 1 1 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 1,640,447 984,268 656,179 410,112 258,736 123,778 40,354 22,338 99 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 condensed 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. The condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information includes all adjustments considered necessary for a fair presentation at such date and the operating results and cash flows for such periods. These condensed consolidated financial statements should be read in conjunction with a reading of the Company’s consolidated financial statements and notes thereto included in Form 10-K filed with the SEC on March 31, 2022. Interim results of operations for the nine months ended September 30, 2022 are not necessarily indicative of future results for the full year. 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 $ 63,343 56,329 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 September 30, 2022 and December 31, 2021 was $ 104,228 114,199 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 $ 262,962 193,535 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 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. 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 nine months ended September 30, 2022 and 2021, disaggregated by type: SUMMARY OF DISAGGREGATION OF REVENUE 2022 2021 Professional Services Revenue $ 1,027,046 $ 921,343 Sale of goods 28,805 787,150 Software Solution Revenue 129,875 400,594 $ 1,185,726 $ 2,109,087 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 $ 12,455,033 11,362,830 9,844,269 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 . The investment banker has assisted the Company in raising a bridge round of debt financing in the amount of $ 1,200,000 , which is net of original issue discount of $ 240,000 . Management intends to use the fu |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
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 536,528 320,285 3,433,776 6.40 133,024 851,353 99 1 1 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 Investment 1,440 Accounts payable and accrued expenses (58,153 ) Accrued duties and taxes (2,688 ) Intellectual property 508,669 Tradenames 169,556 Accrued payroll and related taxes (104,750 ) Comprehensive income (42,735 ) Cash overdraft (2,980 ) 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 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 1,640,447 984,268 656,179 410,112 258,736 123,778 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 2,085,653 2,343,188 The following table shows pro-forma results for the nine months ended September 30, 2021 as if the acquisition had occurred on January 1, 2021. 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 nine months ended September 30, 2021 Revenues $ 2,145,049 Net income (loss) $ (5,335,349 ) Net income (loss) per share $ (0.17 ) |
CASH AND RESTRICTED CASH
CASH AND RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 December 31, Cash on hand $ 11,909 $ 646 Bank balances 51,434 55,683 Restricted cash 104,228 114,199 Total $ 167,571 $ 170,528 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 nine months ended September 30, 2022 and 2021 there were no |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 December 31, 2021 Estimated Life Property and equipment – TRAQ Pvt Ltd. $ 266,203 $ 627,188 3 10 Property and equipment – Rohuma US 1,100 1,100 3 10 Property and equipment – Rohuma India 10,266 9,916 3 10 Property and Equipment – Mimo Technologies 7,352 7,342 3 10 Less: accumulated depreciation (246,720 ) (611,381 ) Net $ 38,201 $ 34,165 Depreciation expense for the nine months ended September 30, 2022 and 2021 was $ 30,310 13,787 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6: INTANGIBLE ASSETS The Company’s intangible assets are as follows: SCHEDULE OF INTANGIBLE ASSETS September 30, 2022 December 31, 2021 Customer relationships $ 448,800 $ 448,800 Intellectual property 508,669 508,669 Tradenames 204,043 218,799 Software 228,257 250,095 Less: accumulated amortization (264,902 ) (219,397 ) Net $ 1,124,867 $ 1,206,966 Amortization expense for the nine months ended September 30, 2022 and 2021 was $ 56,237 40,703 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 7: GOODWILL The Company’s goodwill consists of the following: SCHEDULE OF GOODWILL September 30, 2022 December 31, 2021 Rohuma $ 3,519,870 $ 3,519,870 Mimo Technologies 2,343,188 2,343,188 Net $ 5,863,058 $ 5,863,058 For the nine months ended September 30, 2022 and 2021, the Company determined that there was no goodwill impairment. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8: CONVERTIBLE NOTES PAYABLE As of September 30, 2022 and December 31, 2021, the Company had the following convertible notes outstanding, all are current liabilities. Any convertible notes payable that were repaid or converted in 2021, are not listed, and details of which can be found in our Form 10-K filed March 31, 2022: SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING September 30, 2022 December 31, 2021 Evergreen Capital Management LLC (a) $ 1,440,000 $ 1,440,000 GS Capital Partners, LLC (b) 144,000 - Total Convertible Notes Payable $ 1,584,000 $ 1,440,000 Less: Discounts (324,806 ) (785,149 ) Convertible Notes Payable Current $ 1,259,194 $ 654,851 (a) On September 17, 2021, the Company entered into a 20 720,000 120,000 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 maturity of nine months to July 8, 2022 10 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 maturity of nine months to July 15, 2022 10 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 As of June 17, 2021, the Evergreen 1 note is in default as the Company has not repaid the note. Both Evergreen 2 and Evergreen 3 through July 15, 2022 are also in default as the Company has not repaid these notes by the maturity date. As these notes are in default, these notes are subject to the default interest rate of 24 Interest expense on these notes for the nine months ended September 30, 2022 is $ 157,572 572,294 (b) On July 5, 2022, the Company entered into a 11 144,000 14,000 maturity of twelve months to July 5, 2023 12 86 12 |
LONG-TERM DEBT RELATED PARTIES
LONG-TERM DEBT RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT RELATED PARTIES | NOTE 9: LONG-TERM DEBT RELATED PARTIES The following is a summary of the current portion - long-term debt - related parties as of September 30, 2022 and December 31, 2021: SCHEDULE OF LONG-TERM DEBT RELATED PARTIES September 30, 2022 December 31, 2021 Unsecured advances - CEO (a) $ 3,287,359 $ 2,908,562 Notes payable - Satinder Thiara (b) 32,000 32,000 Promissory notes – Kunaal Sikka (c) 265,000 265,000 Notes payable – Swarn Singh (d) 195,000 195,000 Note payable - Chaudhary (e) 32,202 8,828 Note payable - Director (g) 400,000 400,000 Note payable - other (h) 17,785 - Advances –officers (f) 53,350 83,073 Long term debt current - related parties 4,282,696 3,892,463 Current portion of long-term debt related parties (4,282,696 ) (3,892,463 ) 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 December 31, 2019 12 18 1.50 6 Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated December 15, 2021, in the amount of $ 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 Unsecured promissory note to Swarn Singh, father-in-law of the CEO, dated December 15, 2021, in the amount of $ 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 8,860 (f) Note payable to officer dated June 18, 2020 in the amount of 7,650,000 100,000 53,350 (g) Note payable to a director dated June 15, 2021 that matured December 12, 2021 400,000 The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. The Company and the director extended the maturity date of this note to June 14, 2022. As of September 30, 2022, the note has not been repaid. The director and the Company are negotiating revised terms. As a result of the failure to repay the note by the maturity date, the note is in default. (h) Note payable with a company owned by the CEO dated April 2, 2022 in the amount of $ 17,786 8 Interest expense on these notes for the nine months ended September 30, 2022 and 2021 are $ 417,536 264,906 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 10: LONG-TERM DEBT The following is a summary of the long-term debt as of September 30, 2022 and December 31, 2021. Any long-term debt that were repaid or converted in 2021, are not listed, and details of which can be found in our Form 10-K filed March 31, 2022: SCHEDULE OF LONG-TERM DEBT September 30, 2022 December 31, 2021 Other debt – in default (a) $ - $ 6,000 Auto loan – ICICI Bank (d) 4,889 11,062 Baxter Credit Union (e) 100,303 99,975 UGECL (f) 34,100 49,776 Sixth Street Lending (b) 31,569 - Loan Builder (g) 131,641 22,321 Loan Builder #2 (g) 47,430 - Loan Builder #3 (k) 78,846 - Satin (c) 51,010 55,890 Union Bank (h) 49,351 - Individual (i) 25,000 - Kabbage Loan (j) 121,404 - Forward Finance (l) 19,293 - Celtic (m) 69,679 - SBA - Rohuma 10,000 10,000 Total $ 774,515 $ 255,024 Discount (1,142 ) - Current portion (655,262 ) (218,972 ) Long-term debt, net of current portion $ 118,111 $ 36,052 (a) Note payable to an individual for $ 7,500 1,500 (b) On February 11, 2022, the Company entered into a $ 115,640 12,390 11 February 11, 2023 22 12,836 180,688 (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, through maturity in May 2023 (e) Revolving loan in the amount of $ 100,000 4 December 30, 2020 99,975 (f) COVID line of credit from UGECL up to 4,000,000 INR in India, term of 48 months interest only at 7.5% annual rate for first 12 months, then 36 equal instalments through maturity 16,890 22,587 (g) In January 2022, the Company borrowed $ 125,000 52 weekly payments 2,805 10 In February 2022 the Company’s subsidiary Rohuma, borrowed $ 75,000 52 1,683 In July 2022 the Company’s subsidiary Rohuma borrowed $ 109,500 52 2,458 (h) Borrowed $ 50,000 (i) In May 2022, the Company borrowed $ 25,000 12 December 31, 2023 In February 2022 the Company’s subsidiary Rohuma, borrowed $ 75,000 52 1,683 (j) In August 2022, the Company borrowed $ 121,404 18 7,164 8.49 (k) In July 2022 the Company borrowed $ 100,000 52 2,244 (l) In August 2022, the Company borrowed $ 25,000 1,427 10 (m) In July 2022 the Company entered into a financing and security agreement with Celtic Bank Corporation where Celtic is offering the Company a revolving line of credit for the Company to draw funds. As of September 30, 2022, the Company has drawn $ 75,000 5,321 Interest expense on these notes for the nine months ended September 30, 2022 and 2021 are $ 40,344 5,550 |
CURRENT PORTION - CONVERTIBLE D
CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Current Portion - Convertible Debt Related And Unrelated Parties | |
CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES | NOTE 11: CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES All convertible debt was repaid or converted in 2021. These are not listed, and details can be found in our Form 10-K filed March 31, 2022. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 12: 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 September 30, 2022, the Company has 4,488,538 During the three months ended September 30, 2022, there was 3,000 During the three months ended June 30, 2022, there was a fractional adjustment of 1,370 179,506 143 133,024 851,353 During the three months ended March 31, 2022, the Company did not issue any shares however 1,370 shares were added as a fractional adjustment when the reverse stock split occurred. 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 56,400 45 150,000 1,078,560 During the three months ended September 30, 2021, the Company (a) issued 125 1,750 40,222 three 43,750 37,500 director for agreeing to lend the Company $400,000 18,750 37,500 447,000 4,375 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 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, 2021 437,691 $ 0.008 16.00 2.69 $ 1,185,798 $ 5.36 Warrants granted - $ - - $ Warrants exercised (179,506 ) $ - - $ Warrants expired/cancelled (12,500 ) $ - - $ Balance at September 30, 2022 245,685 $ 0.008 16.00 2.82 $ 73,395 $ 9.97 Exercisable at September 30, 2022 220,044 $ 0.008 16.00 2.99 $ 34,882 $ 11.14 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 nine months ended September 30, 2022 and year ended December 31, 2021: SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Expected term - 3 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 two 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 three years 0.008 1,640,447 984,268 656,179 410,112 258,736 123,778 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 12,500 16.00 On February 12, 2021, in connection with the Platinum Point Capital note, the Company granted 25,000 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 In June 2022, there were 44,554 143 12,500 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 10 342,879 54,669 388,498 194,180 The following represents a summary of options: SUMMARY OF STOCK OPTION Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Number Weighted Price Number Weighted Beginning balance 491,250 $ 0.0416 491,250 $ 0.0416 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 491,250 $ 0.0416 491,250 $ 0.0416 Intrinsic value of options $ 739,222 $ 2,533,975 Weighted Average Remaining Contractual Life (Years) 8.06 8.81 |
OPERATING LEASE
OPERATING LEASE | 9 Months Ended |
Sep. 30, 2022 | |
Operating Lease | |
OPERATING LEASE | NOTE 13: 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. In February 2022, the Company entered into a new lease with a right of use asset and lease liability value of $ 331,154 As of September 30, 2022, the value of the unamortized lease right of use asset is $ 269,235 275,532 SCHEDULE OF REMAINING LEASE OBLIGATION Remaining Lease Obligation at September 30 (undiscounted cash flows) 2023 $ 65,988 2024 52,790 2025 58,333 2026 59,125 2027 59,125 Thereafter 192,256 Total lease payments 487,617 Less: Imputed interest 212,085 Present value of lease liabilities $ 275,532 For the nine months ended September 30, 2022 and 2021 the Company recorded rent expense of $ 31,475 23,521 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 14: 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 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 25,000 16.00 7,500 On September 17, 2021, the Company entered into a 20% OID Senior Secured Promissory Note with Evergreen Capital Management LLC (the “Evergreen 1”) in the amount of $ 720,000 120,000 The Evergreen 1 accrues interest at a rate of 10 11.60 90 5 62,069 11.60 On October 8, 2021, the Company entered into a 20% OID Senior Secured Promissory Note in the amount of $ 480,000 80,000 The Evergreen 2 accrues interest at a rate of 10 11.60 90 5 41,379 11.60 On October 15, 2021, the Company entered into a 20% OID Senior Secured Promissory Note in the amount of $ 240,000 40,000 The Evergreen 3 accrues interest at a rate of 10 11.60 90 5 20,690 11.60 On July 5, 2022, the Company entered into a 11% OID Senior Secured Promissory Note with GS Capital Partners LLC (the “GS Capital”) in the amount of $ 144,000 14,000 12 86 12 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 September 30, 2022 and December 31, 2021: SCHEDULE OF VALUATION ASSUMPTIONS Nine Months Ended September 30, Year Ended Expected term 1 1 Expected volatility 187 260 % 164 269 % Expected dividend yield - - Risk-free interest rate 1.65 4.25 % 0.15 % The Company’s derivative liabilities are as follows: SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2022 December 31, 2021 Fair value of the Platinum Point warrants ( 25,000 $ 12,250 $ 90,000 Fair value of the Evergreen 1 conversion option 805,261 223,448 Fair value of the Evergreen 1 warrants ( 62,069 70,759 307,862 Fair value of the Evergreen 2 conversion option 530,360 148,965 Fair value of the Evergreen 2 warrants ( 41,379 47,173 205,241 Fair value of the Evergreen 3 conversion option 264,100 74,483 Fair value of the Evergreen 3 warrants ( 20,690 23,586 102,621 Fair value of the GS Capital conversion option 199,787 - Derivative liability $ 1,953,276 $ 1,152,620 Activity related to the derivative liabilities for the nine months ended September 30, 2022 is as follows: SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES Beginning balance as of December 31, 2021 $ 1,152,620 Issuances of warrants/conversion option – derivative liabilities 165,924 Extinguishment of derivative liability upon conversion/repayment of convertible notes ( - ) Change in fair value of warrants/conversion option - derivative liabilities 634,732 Ending balance as of September 30, 2022 $ 1,953,276 There were no derivative liabilities prior to January 2021. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | nOTE 15: CONCENTRATIONS During the nine months ended September 30, 2022 and 2021, the Company had two major customers comprising 6 7% of revenues and two major customers comprising 57 % of revenues, respectively. A major customer is defined as a customer that represents 10% or greater of total revenues. There was 66 % and 93 % of accounts receivable representing three and five customers as of September 30, 2022 and December 31, 2021, respectively. The Company does not believe that the risk associated with these customers or vendors will have an adverse effect on the business. |
CONTINGENCY
CONTINGENCY | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | nOTE 16: 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 | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | nOTE 17: 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 amount payable for tax and penalty was confirmed by the Income Tax Department. (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 on March 22, 2014, for Mira Green Tech Private Limited. The State Bank of India is in process of satisfying whether there is any obligation due by TRAQ Pvt Ltd at this time. (v) TRAQ Pvt Ltd has contingent liability of $ 246,398 The Traq Pvt Ltd has defaulted in making the payment towards statutory liability is respect Provident fund and TDS, The total outstanding amount as on September 30, 2022 is Approximately $ 36,268 12,653 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 $ 611,128 (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. (iii) The Mimo Technologies Pvt Ltd has defaulted in making the payment towards statutory liability is respect Provident fund and TDS , The total outstanding amount as on September 30, 2022 is Approximately $ 13,636 40,675 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | nOTE 17: SUBSEQUENT EVENTS On October 3, 2022, we implemented certain leadership changes to further our efforts to move forward with the change in our business plan and accepted the resignation of Michael Pollack, our Interim Chief Financial officer. Effective October 3, 2022, upon the resignation of Mr. Pollack, the Board appointed Ajay Sikka, our Chairman and CEO, as CFO. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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. The condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information includes all adjustments considered necessary for a fair presentation at such date and the operating results and cash flows for such periods. These condensed consolidated financial statements should be read in conjunction with a reading of the Company’s consolidated financial statements and notes thereto included in Form 10-K filed with the SEC on March 31, 2022. Interim results of operations for the nine months ended September 30, 2022 are not necessarily indicative of future results for the full year. |
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 $ 63,343 56,329 |
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 September 30, 2022 and December 31, 2021 was $ 104,228 114,199 |
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 $ 262,962 193,535 |
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 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. |
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 nine months ended September 30, 2022 and 2021, disaggregated by type: SUMMARY OF DISAGGREGATION OF REVENUE 2022 2021 Professional Services Revenue $ 1,027,046 $ 921,343 Sale of goods 28,805 787,150 Software Solution Revenue 129,875 400,594 $ 1,185,726 $ 2,109,087 |
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 $ 12,455,033 11,362,830 9,844,269 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 . The investment banker has assisted the Company in raising a bridge round of debt financing in the amount of $ 1,200,000 , which is net of original issue discount of $ 240,000 . Management intends to use the funds received from the capital raise to grow both organically and inorganically by pursuing potential synergistic companies as well as invest in technology and human capital for their existing operations. The Company’s ability to close on this potential offering to raise additional capital is unknown. Obtaining additional financing, including approximately $ 1,594,000 in the nine months ended September 30, 2022, and the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations, are necessary for the Company to continue operations. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF DISAGGREGATION OF REVENUE | The following is a summary of revenue for the nine months ended September 30, 2022 and 2021, disaggregated by type: SUMMARY OF DISAGGREGATION OF REVENUE 2022 2021 Professional Services Revenue $ 1,027,046 $ 921,343 Sale of goods 28,805 787,150 Software Solution Revenue 129,875 400,594 $ 1,185,726 $ 2,109,087 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION | SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION For the nine months ended September 30, 2021 Revenues $ 2,145,049 Net income (loss) $ (5,335,349 ) Net income (loss) per share $ (0.17 ) |
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 Investment 1,440 Accounts payable and accrued expenses (58,153 ) Accrued duties and taxes (2,688 ) Intellectual property 508,669 Tradenames 169,556 Accrued payroll and related taxes (104,750 ) Comprehensive income (42,735 ) Cash overdraft (2,980 ) 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) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF CASH AND RESTRICTED CASH | Cash and restricted cash are as follows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2022 December 31, Cash on hand $ 11,909 $ 646 Bank balances 51,434 55,683 Restricted cash 104,228 114,199 Total $ 167,571 $ 170,528 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The Company’s property and equipment is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Estimated Life Property and equipment – TRAQ Pvt Ltd. $ 266,203 $ 627,188 3 10 Property and equipment – Rohuma US 1,100 1,100 3 10 Property and equipment – Rohuma India 10,266 9,916 3 10 Property and Equipment – Mimo Technologies 7,352 7,342 3 10 Less: accumulated depreciation (246,720 ) (611,381 ) Net $ 38,201 $ 34,165 Depreciation expense for the nine months ended September 30, 2022 and 2021 was $ 30,310 13,787 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets are as follows: SCHEDULE OF INTANGIBLE ASSETS September 30, 2022 December 31, 2021 Customer relationships $ 448,800 $ 448,800 Intellectual property 508,669 508,669 Tradenames 204,043 218,799 Software 228,257 250,095 Less: accumulated amortization (264,902 ) (219,397 ) Net $ 1,124,867 $ 1,206,966 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | The Company’s goodwill consists of the following: SCHEDULE OF GOODWILL September 30, 2022 December 31, 2021 Rohuma $ 3,519,870 $ 3,519,870 Mimo Technologies 2,343,188 2,343,188 Net $ 5,863,058 $ 5,863,058 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING | SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING September 30, 2022 December 31, 2021 Evergreen Capital Management LLC (a) $ 1,440,000 $ 1,440,000 GS Capital Partners, LLC (b) 144,000 - Total Convertible Notes Payable $ 1,584,000 $ 1,440,000 Less: Discounts (324,806 ) (785,149 ) Convertible Notes Payable Current $ 1,259,194 $ 654,851 (a) On September 17, 2021, the Company entered into a 20 720,000 120,000 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 maturity of nine months to July 8, 2022 10 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 maturity of nine months to July 15, 2022 10 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 As of June 17, 2021, the Evergreen 1 note is in default as the Company has not repaid the note. Both Evergreen 2 and Evergreen 3 through July 15, 2022 are also in default as the Company has not repaid these notes by the maturity date. As these notes are in default, these notes are subject to the default interest rate of 24 Interest expense on these notes for the nine months ended September 30, 2022 is $ 157,572 572,294 (b) On July 5, 2022, the Company entered into a 11 144,000 14,000 maturity of twelve months to July 5, 2023 12 86 12 |
LONG-TERM DEBT RELATED PARTIES
LONG-TERM DEBT RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021: SCHEDULE OF LONG-TERM DEBT RELATED PARTIES September 30, 2022 December 31, 2021 Unsecured advances - CEO (a) $ 3,287,359 $ 2,908,562 Notes payable - Satinder Thiara (b) 32,000 32,000 Promissory notes – Kunaal Sikka (c) 265,000 265,000 Notes payable – Swarn Singh (d) 195,000 195,000 Note payable - Chaudhary (e) 32,202 8,828 Note payable - Director (g) 400,000 400,000 Note payable - other (h) 17,785 - Advances –officers (f) 53,350 83,073 Long term debt current - related parties 4,282,696 3,892,463 Current portion of long-term debt related parties (4,282,696 ) (3,892,463 ) 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 December 31, 2019 12 18 1.50 6 Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated December 15, 2021, in the amount of $ 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 Unsecured promissory note to Swarn Singh, father-in-law of the CEO, dated December 15, 2021, in the amount of $ 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 8,860 (f) Note payable to officer dated June 18, 2020 in the amount of 7,650,000 100,000 53,350 (g) Note payable to a director dated June 15, 2021 that matured December 12, 2021 400,000 The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. The Company and the director extended the maturity date of this note to June 14, 2022. As of September 30, 2022, the note has not been repaid. The director and the Company are negotiating revised terms. As a result of the failure to repay the note by the maturity date, the note is in default. (h) Note payable with a company owned by the CEO dated April 2, 2022 in the amount of $ 17,786 8 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | The following is a summary of the long-term debt as of September 30, 2022 and December 31, 2021. Any long-term debt that were repaid or converted in 2021, are not listed, and details of which can be found in our Form 10-K filed March 31, 2022: SCHEDULE OF LONG-TERM DEBT September 30, 2022 December 31, 2021 Other debt – in default (a) $ - $ 6,000 Auto loan – ICICI Bank (d) 4,889 11,062 Baxter Credit Union (e) 100,303 99,975 UGECL (f) 34,100 49,776 Sixth Street Lending (b) 31,569 - Loan Builder (g) 131,641 22,321 Loan Builder #2 (g) 47,430 - Loan Builder #3 (k) 78,846 - Satin (c) 51,010 55,890 Union Bank (h) 49,351 - Individual (i) 25,000 - Kabbage Loan (j) 121,404 - Forward Finance (l) 19,293 - Celtic (m) 69,679 - SBA - Rohuma 10,000 10,000 Total $ 774,515 $ 255,024 Discount (1,142 ) - Current portion (655,262 ) (218,972 ) Long-term debt, net of current portion $ 118,111 $ 36,052 (a) Note payable to an individual for $ 7,500 1,500 (b) On February 11, 2022, the Company entered into a $ 115,640 12,390 11 February 11, 2023 22 12,836 180,688 (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, through maturity in May 2023 (e) Revolving loan in the amount of $ 100,000 4 December 30, 2020 99,975 (f) COVID line of credit from UGECL up to 4,000,000 INR in India, term of 48 months interest only at 7.5% annual rate for first 12 months, then 36 equal instalments through maturity 16,890 22,587 (g) In January 2022, the Company borrowed $ 125,000 52 weekly payments 2,805 10 In February 2022 the Company’s subsidiary Rohuma, borrowed $ 75,000 52 1,683 In July 2022 the Company’s subsidiary Rohuma borrowed $ 109,500 52 2,458 (h) Borrowed $ 50,000 (i) In May 2022, the Company borrowed $ 25,000 12 December 31, 2023 In February 2022 the Company’s subsidiary Rohuma, borrowed $ 75,000 52 1,683 (j) In August 2022, the Company borrowed $ 121,404 18 7,164 8.49 (k) In July 2022 the Company borrowed $ 100,000 52 2,244 (l) In August 2022, the Company borrowed $ 25,000 1,427 10 (m) In July 2022 the Company entered into a financing and security agreement with Celtic Bank Corporation where Celtic is offering the Company a revolving line of credit for the Company to draw funds. As of September 30, 2022, the Company has drawn $ 75,000 5,321 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 437,691 $ 0.008 16.00 2.69 $ 1,185,798 $ 5.36 Warrants granted - $ - - $ Warrants exercised (179,506 ) $ - - $ Warrants expired/cancelled (12,500 ) $ - - $ Balance at September 30, 2022 245,685 $ 0.008 16.00 2.82 $ 73,395 $ 9.97 Exercisable at September 30, 2022 220,044 $ 0.008 16.00 2.99 $ 34,882 $ 11.14 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 | SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Expected term - 3 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 Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Number Weighted Price Number Weighted Beginning balance 491,250 $ 0.0416 491,250 $ 0.0416 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 491,250 $ 0.0416 491,250 $ 0.0416 Intrinsic value of options $ 739,222 $ 2,533,975 Weighted Average Remaining Contractual Life (Years) 8.06 8.81 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Operating Lease | |
SCHEDULE OF REMAINING LEASE OBLIGATION | SCHEDULE OF REMAINING LEASE OBLIGATION Remaining Lease Obligation at September 30 (undiscounted cash flows) 2023 $ 65,988 2024 52,790 2025 58,333 2026 59,125 2027 59,125 Thereafter 192,256 Total lease payments 487,617 Less: Imputed interest 212,085 Present value of lease liabilities $ 275,532 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF VALUATION ASSUMPTIONS | 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 September 30, 2022 and December 31, 2021: SCHEDULE OF VALUATION ASSUMPTIONS Nine Months Ended September 30, Year Ended Expected term 1 1 Expected volatility 187 260 % 164 269 % Expected dividend yield - - Risk-free interest rate 1.65 4.25 % 0.15 % |
SCHEDULE OF DERIVATIVE LIABILITIES | The Company’s derivative liabilities are as follows: SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2022 December 31, 2021 Fair value of the Platinum Point warrants ( 25,000 $ 12,250 $ 90,000 Fair value of the Evergreen 1 conversion option 805,261 223,448 Fair value of the Evergreen 1 warrants ( 62,069 70,759 307,862 Fair value of the Evergreen 2 conversion option 530,360 148,965 Fair value of the Evergreen 2 warrants ( 41,379 47,173 205,241 Fair value of the Evergreen 3 conversion option 264,100 74,483 Fair value of the Evergreen 3 warrants ( 20,690 23,586 102,621 Fair value of the GS Capital conversion option 199,787 - Derivative liability $ 1,953,276 $ 1,152,620 |
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES | Activity related to the derivative liabilities for the nine months ended September 30, 2022 is as follows: SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES Beginning balance as of December 31, 2021 $ 1,152,620 Issuances of warrants/conversion option – derivative liabilities 165,924 Extinguishment of derivative liability upon conversion/repayment of convertible notes ( - ) Change in fair value of warrants/conversion option - derivative liabilities 634,732 Ending balance as of September 30, 2022 $ 1,953,276 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||
May 16, 2021 | Mar. 01, 2021 | Feb. 17, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | May 16, 2019 | Dec. 01, 2017 | Jul. 19, 2017 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number shares issued during period | 50,730 | 4,375 | 71,250 | |||||||||||||
Target revenue | $ 429,731 | $ 789,699 | $ 1,185,726 | $ 2,109,087 | ||||||||||||
Administartor customer user fees | 75 | |||||||||||||||
Customer user fees | 5 | |||||||||||||||
Warrants to purchase common stock | 44,554 | |||||||||||||||
Warrants outstanding | 12,500 | |||||||||||||||
Amount of warrants outstanding | $ 1,594,000 | 1,594,000 | $ 143 | |||||||||||||
Number of shares to be issued value | $ 410,112 | $ 984,268 | ||||||||||||||
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 | |||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of shares to be issued value | $ 410,112 | $ 984,268 | ||||||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Remaining percentage | 1% | 1% | ||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 170,942 | |||||||||||||||
Remaining percentage | 1% | 1% | 1% | |||||||||||||
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 | 100% | 1% | 1% | |||||||||||||
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% | |||||||||||||||
Warrants and rights outstanding term | 5 years | |||||||||||||||
Warrants to purchase common stock | 166,159 | 44,554 | 56,400 | 44,554 | 56,400 | |||||||||||
Warrants outstanding | 12,813 | 12,813 | ||||||||||||||
Pre-tax profit percentage | 25% | |||||||||||||||
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 and rights outstanding term | 2 years | |||||||||||||||
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 and rights outstanding term | 2 years | |||||||||||||||
Warrants to purchase common stock | 46,069 | |||||||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of warrants cancelled | 52,391 | |||||||||||||||
Number of exchange shares of common stock | 536,528 | 536,528 | ||||||||||||||
Number of shares to be issued, shares | 133,024 | |||||||||||||||
Number of shares to be issued, value | $ 851,353 | |||||||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of exchange shares of common stock | 320,285 | |||||||||||||||
Number of exchange shares of common stock, amount | $ 3,433,776 | |||||||||||||||
Shares issued, price per share | $ 6.40 | |||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of shares to be issued value | 410,112 | |||||||||||||||
Amount written-off in agreement | 258,736 | |||||||||||||||
Accounts receivable written off | 123,778 | |||||||||||||||
Debenture written off | 40,354 | |||||||||||||||
Cash payment to minority shareholders | 22,338 | |||||||||||||||
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] | ||||||||||||||||
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 | |||||||||||||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Ownership interest percentage | 100% | |||||||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Ownership interest percentage | 99% | 99% | ||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Ownership interest percentage | 99% |
SUMMARY OF DISAGGREGATION OF RE
SUMMARY OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenue | $ 429,731 | $ 789,699 | $ 1,185,726 | $ 2,109,087 |
Professional Services Revenue [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 1,027,046 | 921,343 | ||
Sale of Goods [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 28,805 | 787,150 | ||
Software Solution Revenue [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 129,875 | $ 400,594 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 16, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||
Cash | $ 63,343 | $ 63,343 | $ 56,329 | ||||
Restricted cash | 104,228 | 104,228 | 114,199 | ||||
Allowance for doubtful accounts receivable | 262,962 | $ 262,962 | 193,535 | ||||
Finite lived intangible asset useful life | 15 years | ||||||
Impairment of long lived assets | $ 0 | 0 | |||||
REVENUE | 429,731 | $ 789,699 | 1,185,726 | $ 2,109,087 | |||
Administartor customer user fees | 75 | ||||||
Customer user fees | 5 | ||||||
Accumulated deficit | 12,455,033 | 12,455,033 | 8,953,768 | ||||
Working capital deficit | 11,362,830 | 11,362,830 | $ 9,844,269 | ||||
Offering engaged to investment banker to undertake | 15,000,000 | ||||||
Bank Acceptances Executed | 1,200,000 | 1,200,000 | |||||
Unamortized Discounts on Acceptances Executed | 240,000 | 240,000 | |||||
Warrants and Rights Outstanding | $ 1,594,000 | $ 1,594,000 | $ 143 | ||||
Share Exchange Agreement [Member] | TRAQIQ Solutions Private Limited [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
REVENUE | $ 1,100,000 | ||||||
Transaction fees average per shares | $ 1 | $ 1 | |||||
License and Service [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
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 ($) | Feb. 17, 2022 | Jan. 22, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Cash | $ 43,851 | $ 6,027 |
Accounts receivables, net | 58,692 | 4,179 |
Prepaid expenses and other current assets | 272,872 | 8,943 |
Fixed assets | 153,186 | 4,512 |
Investment | 1,440 | |
Accounts payable and accrued expenses | (708,833) | (58,153) |
Accrued duties and taxes | (28,213) | (2,688) |
Intellectual property | 508,669 | 508,669 |
Tradenames | 169,556 | 169,556 |
Accrued payroll and related taxes | (104,750) | (104,750) |
Comprehensive income | (42,735) | (42,735) |
Cash overdraft | (2,980) | |
Debt – related parties | (343,118) | (37,776) |
Debt | (236,712) | (10,000) |
Net assets and liabilities acquired | $ (257,535) | $ (86,496) |
SCHEDULE OF PROFORMA FOR BUSINE
SCHEDULE OF PROFORMA FOR BUSINESS ACQUISITION (Details) | 9 Months Ended |
Sep. 30, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 2,145,049 |
Net income (loss) | $ (5,335,349) |
Net income (loss) per share | $ / shares | $ (0.17) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Mar. 01, 2021 | Feb. 17, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Feb. 17, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Net assets and liabilities acquired | $ 86,496 | $ 86,496 | $ 257,535 | ||||||||
Goodwill | $ 5,863,058 | $ 5,863,058 | |||||||||
Number of warrants issued | 179,506 | ||||||||||
Amount of warrants outstanding | 1,594,000 | $ 143 | |||||||||
Adjustments to additional paid in capital other | $ 410,112 | $ 984,268 | |||||||||
Additional Paid-in Capital [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Adjustments to additional paid in capital other | 410,112 | $ 984,268 | |||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of warrants issued | 133,024 | ||||||||||
Rohuma LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Noncash or part noncash acquisition consideration per share exchange agreement | $ 3,433,776 | ||||||||||
MIMO Technologies PVT Ltd [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | 2,343,188 | ||||||||||
Note receivable written off | $ 258,736 | ||||||||||
Accounts receivable written off | 123,778 | ||||||||||
Debenture written off | 40,354 | ||||||||||
Cash payment to minority shareholders | $ 22,338 | ||||||||||
Noncash or part noncash acquisition consideration per share exchange agreement | $ 2,085,653 | ||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interest owned by member | 1% | 1% | |||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interest owned by member | 1% | 1% | 1% | ||||||||
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] | Rohuma LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest percentage | 99% | 99% | |||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest percentage | 99% | ||||||||||
Share Exchange Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | MIMO Technologies PVT Ltd [Member] | Contingent Consideration [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amount of warrants outstanding | $ 410,112 | ||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of exchange shares of common stock | 536,528 | 536,528 | |||||||||
Number of shares to be issued, shares | 133,024 | ||||||||||
Number of shares to be issued, value | $ 851,353 | ||||||||||
Business combination, consideration transferred | $ 1,383,954 | ||||||||||
Goodwill | $ 3,520,272 | $ 3,520,272 | |||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of exchange shares of common stock | 320,285 | ||||||||||
Number of exchange shares of common stock, amount | $ 3,433,776 | ||||||||||
Shares issued, price per share | $ 6.40 | ||||||||||
Share Exchange Agreement [Member] | Rohuma LLC [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares to be issued, shares | 133,024 | ||||||||||
Number of shares to be issued, value | $ 851,353 | ||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Adjustments to additional paid in capital other | $ 410,112 | ||||||||||
Accounts receivable written off | 123,778 | ||||||||||
Debenture written off | 40,354 | ||||||||||
Cash payment to minority shareholders | 22,338 | ||||||||||
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash on hand | $ 11,909 | $ 646 |
Bank balances | 51,434 | 55,683 |
Restricted cash | 104,228 | 114,199 |
Total | $ 167,571 | $ 170,528 |
CASH AND RESTRICTED CASH (Detai
CASH AND RESTRICTED CASH (Details Narrative) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (246,720) | $ (611,381) |
Property and equipment net | $ 38,201 | 34,165 |
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 | $ 266,203 | 627,188 |
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 | $ 1,100 | 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 | $ 10,266 | 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 | $ 7,352 | $ 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 ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 30,310 | $ 13,787 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationships | $ 448,800 | $ 448,800 |
Intellectual property | 508,669 | 508,669 |
Tradenames | 204,043 | 218,799 |
Software | 228,257 | 250,095 |
Less: accumulated amortization | (264,902) | (219,397) |
Net | $ 1,124,867 | $ 1,206,966 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Net | $ 5,863,058 | $ 5,863,058 |
Rohuma US [Member] | ||
Net | 3,519,870 | 3,519,870 |
MIMO Technologies PVT Ltd [Member] | ||
Net | $ 2,343,188 | $ 2,343,188 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 56,237 | $ 40,703 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Impairment Loss | $ 0 |
SCHEDULE OF CONVERTIBLE NOTES O
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($) | Oct. 15, 2021 | Oct. 08, 2021 | Sep. 17, 2021 | Sep. 30, 2022 | Jul. 05, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||
Less: Discounts | $ (1,142) | |||||||
Debt instrument face amount | 75,000 | |||||||
Warrant granted | 44,554 | |||||||
Evergreen Capital Management LLC [Member] | Senior Secured Promissory Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Less: Discounts | $ (40,000) | $ (80,000) | $ (120,000) | |||||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 720,000 | |||||
Warrant granted | 20,690 | 41,379 | 62,069 | |||||
Evergreen Capital Management LLC [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Commission expenses | $ 5,756 | $ 9,695 | $ 37,977 | |||||
GS Capital Partners LLC [Member] | Senior Secured Promissory Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Less: Discounts | $ (14,000) | |||||||
Debt instrument face amount | $ 144,000 | |||||||
Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total Convertible Notes Payable | 1,584,000 | 1,440,000 | ||||||
Less: Discounts | (324,806) | (785,149) | ||||||
Convertible Notes Payable Current | 1,259,194 | 654,851 | ||||||
Convertible Notes Payable [Member] | Evergreen Capital Management LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total Convertible Notes Payable | [1] | 1,440,000 | 1,440,000 | |||||
Convertible Notes Payable [Member] | GS Capital Partners LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total Convertible Notes Payable | [2] | $ 144,000 | ||||||
[1]On September 17, 2021, the Company entered into a 20 720,000 120,000 June 17, 2022 10 11.60 90 5 62,069 five-years 11.60 11 144,000 14,000 maturity of twelve months to July 5, 2023 12 86 12 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) (Parenthetical) | 9 Months Ended | |||||||
Jul. 05, 2022 USD ($) h | Oct. 15, 2021 USD ($) h $ / shares shares | Oct. 08, 2021 USD ($) h $ / shares shares | Sep. 17, 2021 USD ($) h $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 shares | Dec. 31, 2021 USD ($) | Jul. 17, 2021 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 75,000 | |||||||
Debt instrument unamortized discount | 1,142 | |||||||
Warrant granted | shares | 44,554 | |||||||
Class of warrant of securities | shares | 179,506 | |||||||
Amortization of financing costs and discounts | 572,294 | |||||||
Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument unamortized discount | 324,806 | $ 785,149 | ||||||
Interest Expense | $ 157,572 | |||||||
Evergreen Capital Management LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 24% | |||||||
Evergreen Capital Management LLC [Member] | Warrant [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 | |||||
Senior Secured Promissory Notes [Member] | Evergreen Capital Management LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 20% | 20% | 20% | |||||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 720,000 | |||||
Debt instrument unamortized discount | $ 40,000 | $ 80,000 | $ 120,000 | |||||
Debt Instrument, maturity date | Jun. 17, 2022 | |||||||
Debt instrument, interest rate | 10% | 10% | 10% | |||||
Debt instrument, conversion price | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | |||||
Debt instrument convertible stock price | 90% | 90% | 90% | |||||
Debt instrument face amount | h | 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 | |||||
Debt instrument, maturity date, description | maturity of nine months to July 15, 2022 | maturity of nine months to July 8, 2022 | ||||||
Senior Secured Promissory Notes [Member] | GS Capital Partners LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 11% | |||||||
Debt instrument face amount | $ 144,000 | |||||||
Debt instrument unamortized discount | $ 14,000 | |||||||
Debt instrument, interest rate | 12% | |||||||
Debt instrument convertible stock price | 86% | |||||||
Debt instrument face amount | h | 12 | |||||||
Debt instrument, maturity date, description | maturity of twelve months to July 5, 2023 |
SCHEDULE OF LONG-TERM DEBT RELA
SCHEDULE OF LONG-TERM DEBT RELATED PARTIES (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 18 Months Ended | |||||||||||
Dec. 15, 2021 | Sep. 13, 2018 | May 01, 2018 | Jan. 03, 2017 | Dec. 13, 2016 | May 25, 2016 | Jan. 01, 2015 | Jun. 30, 2022 | Sep. 30, 2022 | Jun. 25, 2021 | Apr. 02, 2022 | Dec. 31, 2021 | Feb. 01, 2017 | ||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | $ 4,282,696 | $ 3,892,463 | ||||||||||||
Current portion of long-term debt related parties | (4,282,696) | (3,892,463) | ||||||||||||
Long-term debt – related parties | ||||||||||||||
Face amount | $ 75,000 | |||||||||||||
Kunaal Sikka [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 12% | 18% | |||||||||||
Loan bears monthly interest rate | 6% | 1.50% | ||||||||||||
Face amount | $ 250,000 | $ 15,000 | ||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | Dec. 31, 2019 | ||||||||||||
Swarn Singh [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 15% | 21% | |||||||||||
Loan bears monthly interest rate | 1.25% | 1.75% | ||||||||||||
Face amount | $ 150,000 | $ 25,000 | $ 20,000 | |||||||||||
Debt instrument maturity date | Dec. 31, 2022 | Dec. 31, 2019 | ||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 8% | ||||||||||||
Loan bears monthly interest rate | 1.25% | |||||||||||||
Face amount | $ 17,786 | |||||||||||||
Unsecured Advances CEO [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [1] | $ 3,287,359 | 2,908,562 | |||||||||||
Note Payable Satinder Thiara [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [2] | 32,000 | 32,000 | |||||||||||
Promissory Note Kunaal Sikka [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [3] | 265,000 | 265,000 | |||||||||||
Notes Payable Swarn Singh [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [4] | 195,000 | 195,000 | |||||||||||
Notes Payable Chaudhary [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [5] | 32,202 | 8,828 | |||||||||||
Note Payable Director [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [6] | 400,000 | 400,000 | |||||||||||
Note Payable Other [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [7] | 17,785 | ||||||||||||
Advances Officers [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long term debt current - related parties | [8] | $ 53,350 | $ 83,073 | |||||||||||
Notes Payable to Satinder Thiara [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 21% | ||||||||||||
Loan bears monthly interest rate | 1.25% | 1.75% | ||||||||||||
Face amount | $ 25,000 | $ 10,000 | $ 22,000 | |||||||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | |||||||||||
[1]This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15 1.25 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 15,000 December 31, 2019 12 18 1.50 6 25,000 20,000 15 1.25 December 31, 2019 21 1.75 1,100,000 14,500 13 8,860 December 12, 2021 400,000 The note does not bear interest however the director received two tranches of 18,750 shares each for lending this amount. The Company and the director extended the maturity date of this note to June 14, 2022. As of September 30, 2022, the note has not been repaid. The director and the Company are negotiating revised terms. As a result of the failure to repay the note by the maturity date, the note is in default. 17,786 8 7,650,000 100,000 53,350 |
SCHEDULE OF LONG-TERM DEBT RE_2
SCHEDULE OF LONG-TERM DEBT RELATED PARTIES (Details) (Parenthetical) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 18 Months Ended | |||||||||||||||
Dec. 15, 2021 USD ($) | Jun. 15, 2021 USD ($) | Mar. 05, 2021 USD ($) shares | Sep. 13, 2018 USD ($) | May 01, 2018 USD ($) | Jan. 03, 2017 USD ($) | Dec. 13, 2016 USD ($) | May 25, 2016 USD ($) | Jan. 01, 2015 | Dec. 31, 2021 shares | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 25, 2021 | Apr. 02, 2022 USD ($) | Jun. 18, 2020 USD ($) | Jun. 18, 2020 INR (₨) | Apr. 27, 2020 USD ($) | Apr. 27, 2020 INR (₨) | Feb. 01, 2017 USD ($) | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Accrued Interest | $ 12,392 | ||||||||||||||||||
Conversion of common stock | shares | 5,499 | 21,250 | |||||||||||||||||
Face amount | $ 75,000 | ||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 8% | |||||||||||||||||
Loan bears monthly interest rate | 1.25% | ||||||||||||||||||
Face amount | $ 17,786 | ||||||||||||||||||
Kunaal Sikka [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | Dec. 31, 2019 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 12% | 18% | ||||||||||||||||
Loan bears monthly interest rate | 6% | 1.50% | |||||||||||||||||
Face amount | $ 250,000 | $ 15,000 | |||||||||||||||||
Swarn Singh [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | Dec. 31, 2019 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 15% | 21% | ||||||||||||||||
Loan bears monthly interest rate | 1.25% | 1.75% | |||||||||||||||||
Face amount | $ 150,000 | $ 25,000 | $ 20,000 | ||||||||||||||||
Sushil Chaudhary [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 13% | 13% | |||||||||||||||||
Face amount | $ 14,500 | ₨ 1,100,000 | |||||||||||||||||
Notes payable | $ 8,860 | ||||||||||||||||||
Officer [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Face amount | $ 100,000 | ₨ 7,650,000 | |||||||||||||||||
Notes payable | $ 53,350 | ||||||||||||||||||
Director [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument maturity date | Dec. 12, 2021 | ||||||||||||||||||
Face amount | $ 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. The Company and the director extended the maturity date of this note to June 14, 2022. As of September 30, 2022, the note has not been repaid. The director and the Company are negotiating revised terms. As a result of the failure to repay the note by the maturity date, the note is in default. | ||||||||||||||||||
Notes Payable to Satinder Thiara [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 21% | |||||||||||||||||
Loan bears monthly interest rate | 1.25% | 1.75% | |||||||||||||||||
Face amount | $ 25,000 | $ 10,000 | $ 22,000 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Sep. 30, 2022 | Feb. 11, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Total | $ 774,515 | $ 255,024 | ||
Discount | (1,142) | |||
Current portion | (655,262) | (218,972) | ||
Long-term debt, net of current portion | 118,111 | 36,052 | ||
Other Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [1] | 6,000 | ||
Auto Loan ICICI Bank [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [2] | 4,889 | 11,062 | |
Baxter Credit Union [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | 100,303 | 99,975 | ||
UGECL [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [3] | 34,100 | 49,776 | |
Sixth Street Lending [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [4] | 31,569 | ||
Discount | $ (12,390) | |||
Loan Builder [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [5] | 131,641 | 22,321 | |
Loan Builder Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [5] | 47,430 | ||
Loan Builder Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [6] | 78,846 | ||
Satin [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [7] | 51,010 | 55,890 | |
Union Bank [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [8] | 49,351 | ||
Individuals [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [9] | 25,000 | ||
Kabbage Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | 121,404 | |||
Forward Finance [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | 19,293 | |||
Celtic [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | [10] | 69,679 | ||
SBA Rohuma [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total | $ 10,000 | $ 10,000 | ||
[1]Note payable to an individual for $ 7,500 1,500 Payments are monthly at $752, through maturity in May 2023 COVID line of credit from UGECL up to 4,000,000 INR in India, term of 48 months interest only at 7.5% annual rate for first 12 months, then 36 equal instalments through maturity 16,890 22,587 115,640 12,390 11 February 11, 2023 22 12,836 180,688 125,000 52 weekly payments 2,805 10 100,000 52 2,244 50,000 25,000 12 December 31, 2023 75,000 5,321 |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Aug. 30, 2022 | Feb. 11, 2022 | Mar. 05, 2021 | Aug. 31, 2022 | Jul. 31, 2022 | May 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Apr. 02, 2022 | May 31, 2018 | Jan. 01, 2015 | |
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 75,000 | ||||||||||||||
Debt instrument unamortized discount | 1,142 | ||||||||||||||
Conversion of common stock | 5,499 | 21,250 | |||||||||||||
Repayment of money | $ 5,321 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 17,786 | ||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 15% | |||||||||||||
Other Debt [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Note payable to related parties | $ 7,500 | ||||||||||||||
Payment of notes payable | $ 1,500 | ||||||||||||||
Sixth Street Lending [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 115,640 | ||||||||||||||
Debt instrument unamortized discount | $ 12,390 | ||||||||||||||
Debt instrument, interest rate, stated percentage | 11% | ||||||||||||||
Line of credit, revolving loan description | Feb. 11, 2023 | ||||||||||||||
Debt conversion original debt interest rate of debt | 22% | ||||||||||||||
Debt instrument periodic payment principal | $ 12,836 | ||||||||||||||
Conversion of common stock | 180,688 | ||||||||||||||
Auto Loan ICICI Bank [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt periodic payment description | Payments are monthly at $752, through maturity in May 2023 | ||||||||||||||
Baxter Credit Union [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Line of credit, revolving loan description | Dec. 30, 2020 | ||||||||||||||
Line of credit | $ 100,000 | ||||||||||||||
Line of credit interest | 4 | ||||||||||||||
Baxter Credit Union [Member] | Chief Executive Officer [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Line of credit | $ 99,975 | ||||||||||||||
COVID UGECL [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Line of credit interest | interest only at 7.5% annual rate for first 12 months, then 36 equal instalments through maturity | ||||||||||||||
Line of credit term | COVID line of credit from UGECL up to 4,000,000 INR in India, term of 48 months | ||||||||||||||
Long-term debt, maturity (2022) | $ 16,890 | ||||||||||||||
Long-term debt, maturity (2023) | $ 22,587 | ||||||||||||||
Unsecured Loan [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 25,000 | $ 121,404 | $ 125,000 | ||||||||||||
Debt instrument, interest rate, stated percentage | 10% | 8.49% | 10% | ||||||||||||
Debt periodic payment description | 18 | 52 weekly payments | |||||||||||||
Periodic payment of debt | $ 1,427 | $ 7,164 | $ 2,805 | ||||||||||||
SBA Rohuma [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 109,500 | $ 75,000 | |||||||||||||
Debt periodic payment description | 52 | 52 | |||||||||||||
Periodic payment of debt | $ 2,458 | $ 1,683 | |||||||||||||
Union Bank [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 50,000 | ||||||||||||||
Individual Counterparty [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 25,000 | ||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | ||||||||||||||
Line of credit, revolving loan description | Dec. 31, 2023 | ||||||||||||||
Loan Builder Three [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amount drawn | $ 100,000 | ||||||||||||||
Debt periodic payment description | 52 | ||||||||||||||
Periodic payment of debt | $ 2,244 |
LONG-TERM DEBT RELATED PARTIE_2
LONG-TERM DEBT RELATED PARTIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 417,536 | $ 264,906 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 40,344 | $ 5,550 |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted-average remaining contractual life, outstanding ending balance | 8 years 21 days | 8 years 9 months 21 days |
Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 437,691 | 166,159 |
Exercise price, beginning balance | $ 0.008 | |
Weighted-average remaining contractual life, outstanding beginning balance | 2 years 8 months 8 days | 3 years 10 months 13 days |
Aggregate intrinsic value of vested warrants outstanding beginning balance | $ 1,185,798 | $ 2,125,506 |
Weighted-average exercise price, outstanding beginning balance | $ 5.36 | $ 0.008 |
Warrants granted | 380,323 | |
Exercise price, Warrants granted | ||
Warrants exercised/exchanged | (179,506) | (56,400) |
Exercise price, Warrants exercised/exchanged | ||
Warrants expired/cancelled | (12,500) | (52,391) |
Exercise price, Warrants expired/cancelled | ||
Ending balance | 245,685 | 437,691 |
Weighted-average remaining contractual life, outstanding ending balance | 2 years 9 months 25 days | 2 years 8 months 8 days |
Aggregate intrinsic value of vested warrants outstanding ending balance | $ 73,395 | $ 1,185,798 |
Weighted-average exercise price, outstanding ending balance | $ 9.97 | $ 5.36 |
Exercisable at ending | 220,044 | 369,189 |
Weighted-average remaining contractual life, outstanding exercisable ending balance | 2 years 11 months 26 days | 2 years 9 months 14 days |
Exercisable Aggregate Intrinsic Value | $ 34,882 | $ 830,785 |
Exercisable weighted price per share | $ 11.14 | $ 6.40 |
Warrants [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price, beginning balance | 0.008 | |
Exercise price, Warrants granted | 0.008 | |
Exercise price, ending balance | 0.008 | 0.008 |
Exercisable price per share | 0.008 | 0.008 |
Warrants [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price, beginning balance | 16 | |
Exercise price, Warrants granted | 16 | |
Exercise price, ending balance | 16 | 16 |
Exercisable price per share | $ 16 | $ 16 |
SCHEDULE OF EACH OPTION WARRANT
SCHEDULE OF EACH OPTION WARRANT ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Expected term | 3 years | |
Expected volatility | ||
Expected dividend yield | ||
Risk-free interest rate | 2% | |
Minimum [Member] | ||
Expected volatility | 164% | |
Maximum [Member] | ||
Expected volatility | 269% |
SUMMARY OF STOCK OPTION (Detail
SUMMARY OF STOCK OPTION (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Shares, Beginning balance | 491,250 | 491,250 |
Weighted Average Exercise Price, Beginning balance | $ 0.0416 | $ 0.0416 |
Number of Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
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 | $ 739,222 | $ 2,533,975 |
Weighted Average Remaining Contractual Life | 8 years 21 days | 8 years 9 months 21 days |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Oct. 15, 2021 | Oct. 08, 2021 | Sep. 22, 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. 01, 2017 | Jul. 19, 2017 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 22, 2021 | May 16, 2019 | |
Number shares issued during period | 50,730 | 4,375 | 71,250 | ||||||||||||||||||||||
Number of common stock value issued during period | $ 38,500 | $ 38,500 | $ 456,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued | 4,488,538 | 4,171,638 | 4,488,538 | 4,171,638 | |||||||||||||||||||||
Common stock, shares outstanding | 4,488,538 | 4,171,638 | 4,488,538 | 4,171,638 | |||||||||||||||||||||
Conversion of notes payable | 3,000 | ||||||||||||||||||||||||
Fractional adjustment of warrants | 1,370 | ||||||||||||||||||||||||
Number of warrant issued | 179,506 | ||||||||||||||||||||||||
Adjustment for exercise of warrants value | $ 143 | ||||||||||||||||||||||||
Reverse stock split, description | 1,370 shares were added as a fractional adjustment when the reverse stock split occurred. | ||||||||||||||||||||||||
Debt conversion instrument | 5,499 | 21,250 | |||||||||||||||||||||||
Warrants exercised | 44,554 | ||||||||||||||||||||||||
Value of shares issued for service | 1,750 | ||||||||||||||||||||||||
Stock based compensation expense | $ 54,669 | $ 388,498 | |||||||||||||||||||||||
Conversion of notes payable | $ 224,687 | ||||||||||||||||||||||||
Accrued interest | 43,438 | ||||||||||||||||||||||||
Common stock services shares | 50,000 | ||||||||||||||||||||||||
Value of shares issued for service | $ 1,078,560 | $ 1,750 | $ 436,385 | ||||||||||||||||||||||
Warrants exercised amount | $ 1,594,000 | $ 143 | 1,594,000 | ||||||||||||||||||||||
Stock based compensation unrecognized | $ 194,180 | $ 194,180 | |||||||||||||||||||||||
Share based compensation | |||||||||||||||||||||||||
Warrants outstanding | 12,500 | ||||||||||||||||||||||||
Number of options vested | 342,879 | ||||||||||||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Ownership interest percentage | 99% | ||||||||||||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Number of warrant issued | 170,942 | ||||||||||||||||||||||||
Warrants exercised | 170,942 | ||||||||||||||||||||||||
Warrants exercise price | $ 0.008 | ||||||||||||||||||||||||
Number of warrants earned | 102,565 | ||||||||||||||||||||||||
Remaining warrants expected to be earned | 68,377 | ||||||||||||||||||||||||
Warrants exercised amount | $ 1,640,447 | ||||||||||||||||||||||||
Minority interest ownership percentage | 1% | 1% | |||||||||||||||||||||||
Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Number of warrant issued | 170,942 | ||||||||||||||||||||||||
Warrants exercise price | $ 0.008 | ||||||||||||||||||||||||
Number of warrants earned | 102,565 | ||||||||||||||||||||||||
Remaining warrants expected to be earned | 68,377 | ||||||||||||||||||||||||
Warrants exercised amount | $ 1,640,447 | ||||||||||||||||||||||||
Share Exchange Agreement [Member] | Contingent Consideration [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Warrants exercised amount | $ 656,179 | ||||||||||||||||||||||||
Stock Purchase Agreements [Member] | |||||||||||||||||||||||||
Number shares issued during period | 71,250 | ||||||||||||||||||||||||
Shares issued price per share | $ 6.40 | ||||||||||||||||||||||||
Number of common stock value issued during period | $ 456,000 | ||||||||||||||||||||||||
Number of warrant issued | 35,625 | ||||||||||||||||||||||||
Warrants exercise price | $ 16 | ||||||||||||||||||||||||
Warrant term | 3 years | 3 years | |||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||
Number shares issued during period | 3,125 | ||||||||||||||||||||||||
Number of warrant issued | 12,500 | ||||||||||||||||||||||||
Warrants exercise price | $ 16 | ||||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||||
Stock based compensation unrecognized | $ 3,000 | ||||||||||||||||||||||||
Rohuma LLC [Member] | |||||||||||||||||||||||||
Shares of stock issued for acquisition, shares | 536,528 | ||||||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||||||||
Number of warrant issued | 166,159 | ||||||||||||||||||||||||
Warrants exercised | 44,554 | 56,400 | 44,554 | 56,400 | 166,159 | ||||||||||||||||||||
Percentage of voting interest acquired | 100% | ||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||
Class of warrant | $ 268 | ||||||||||||||||||||||||
Cancelled warrants | 52,391 | ||||||||||||||||||||||||
Warrants outstanding | 12,813 | 12,813 | |||||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | Immediately Upon Closing [Member] | |||||||||||||||||||||||||
Number of warrant issued | 12,596 | ||||||||||||||||||||||||
Warrants exercised | 12,596 | ||||||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | One Year After the Date of Closing [Member] | |||||||||||||||||||||||||
Warrants exercised | 107,494 | 107,494 | |||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||
TRAQIQ Solutions Private Limited [Member] | Share Exchange Agreement [Member] | Two Years After the Date of Closing [Member] | |||||||||||||||||||||||||
Number of warrant issued | 46,069 | ||||||||||||||||||||||||
Warrants exercised | 46,069 | ||||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||
MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
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] | |||||||||||||||||||||||||
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] | |||||||||||||||||||||||||
Warrants exercised amount | 656,179 | ||||||||||||||||||||||||
Platinum Point Capital [Member] | |||||||||||||||||||||||||
Warrants exercise price | $ 16 | ||||||||||||||||||||||||
Share based compensation | 25,000 | ||||||||||||||||||||||||
Decrease in exercise price | $ 11.60 | $ 11.60 | $ 11.60 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Number shares issued during period | 6,899 | 4,375 | 71,250 | ||||||||||||||||||||||
Number of common stock value issued during period | $ 1 | $ 7 | |||||||||||||||||||||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | 33,042 | ||||||||||||||||||||||||
Common stock services shares | 125 | ||||||||||||||||||||||||
Conversion of notes payable | $ 3 | ||||||||||||||||||||||||
Common stock services shares | 150,000 | 125 | 50,000 | ||||||||||||||||||||||
Value of shares issued for service | $ 15 | $ 5 | |||||||||||||||||||||||
Shares of stock issued for acquisition, shares | 133,024 | 320,285 | |||||||||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||||||||||
Number of common stock value issued during period | 38,499 | $ 455,993 | |||||||||||||||||||||||
Conversion of notes payable | 224,684 | ||||||||||||||||||||||||
Value of shares issued for service | $ 1,078,545 | $ 1,750 | $ 436,380 | ||||||||||||||||||||||
Additional Paid-in Capital [Member] | Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Warrants exercised amount | 984,268 | ||||||||||||||||||||||||
Additional Paid-in Capital [Member] | MIMO Technologies PVT Ltd [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||||||||
Warrants exercised amount | $ 984,268 | ||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||
Number of warrant issued | 133,024 | ||||||||||||||||||||||||
Asset value of contingent consideration | $ 851,353 | ||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Share Exchange Agreement [Member] | Contingent Consideration [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Warrants exercised amount | $ 410,112 | ||||||||||||||||||||||||
Maximum [Member] | Share Exchange Agreement [Member] | MIMO Technologies PVT Ltd [Member] | |||||||||||||||||||||||||
Minority interest ownership percentage | 100% | 1% | |||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
Number shares issued during period | 150,000 | ||||||||||||||||||||||||
Compensation bonus for CEO | $ 1,078,560 | ||||||||||||||||||||||||
Advisor [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||
Stock based compensation expense | $ 40,222 | ||||||||||||||||||||||||
Share-based payment award, vesting period | 3 years | ||||||||||||||||||||||||
Share-based payment award authorized | 43,750 | 43,750 | |||||||||||||||||||||||
Director [Member] | Common Stock [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||
Shares award issued in period | 37,500 | 37,500 | |||||||||||||||||||||||
Short-term debt, lender | director for agreeing to lend the Company $400,000 | ||||||||||||||||||||||||
Shares may be return in period | 18,750 | ||||||||||||||||||||||||
Shares award issued in period | $ 447,000 | ||||||||||||||||||||||||
Evergreen Capital Management LLC [Member] | |||||||||||||||||||||||||
Warrants exercise price | $ 11.60 | $ 11.60 | $ 11.60 | ||||||||||||||||||||||
Warrant term | 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 | ||||||||||||||||||||||
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] | |||||||||||||||||||||||||
Share based compensation | 491,250 | ||||||||||||||||||||||||
Stock option term | 10 years | ||||||||||||||||||||||||
Series A convertible preferred stock [Member] | |||||||||||||||||||||||||
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 | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Series A convertible preferred stock [Member] | Minimum [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 500 | $ 500 | |||||||||||||||||||||||
Series A convertible preferred stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
Number shares issued during period | 6,899 | 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 | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Conversion of notes payable | 56,400 | ||||||||||||||||||||||||
Warrants exercised | 56,400 | 56,400 | |||||||||||||||||||||||
Warrants exercise price | $ 45 | $ 45 | |||||||||||||||||||||||
Convertible Common Stock [Member] | |||||||||||||||||||||||||
Shares of stock issued for conversion of notes payable and accrued interest, shares | 33,042 | ||||||||||||||||||||||||
Conversion of notes payable | $ 181,250 |
SCHEDULE OF REMAINING LEASE OBL
SCHEDULE OF REMAINING LEASE OBLIGATION (Details) - USD ($) | Sep. 30, 2022 | Feb. 28, 2022 |
Operating Lease | ||
2023 | $ 65,988 | |
2024 | 52,790 | |
2025 | 58,333 | |
2026 | 59,125 | |
2027 | 59,125 | |
Thereafter | 192,256 | |
Total lease payments | 487,617 | |
Less: Imputed interest | 212,085 | |
Present value of lease liabilities | $ 275,532 | $ 331,154 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | May 17, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Lease right of use asset | $ 269,235 | $ 112,076 | |||
Lease liability | 275,532 | $ 331,154 | |||
Unamortized lease right of use asset | 269,235 | ||||
Rent expense | $ 31,475 | $ 23,521 | |||
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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Measurement Input, Expected Term [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value measurement input, term | 1 year | 1 year |
Expected Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 1.87 | 1.64 |
Expected Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 2.60 | 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 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 0.0165 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value assumptions | 0.0425 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative liability | $ 1,953,276 | $ 1,152,620 |
Platinum Point Capital, LLC [Member] | ||
Derivative liability | 12,250 | 90,000 |
Evergreen Capital Management LLC 1 [Member] | ||
Derivative liability | 805,261 | 223,448 |
Evergreen Capital Management LLC 1 [Member] | Warrant [Member] | ||
Derivative liability | 70,759 | 307,862 |
Evergreen Capital Management LLC 2 [Member] | ||
Derivative liability | 530,360 | 148,965 |
Evergreen Capital Management LLC 2 [Member] | Warrant [Member] | ||
Derivative liability | 47,173 | 205,241 |
Evergreen Capital Management LLC 3 [Member] | ||
Derivative liability | 264,100 | 74,483 |
Evergreen Capital Management LLC 3 [Member] | Warrant [Member] | ||
Derivative liability | 23,586 | 102,621 |
GS Capital Partners LLC [Member] | Warrant [Member] | ||
Derivative liability | $ 199,787 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) (Parenthetical) - shares | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Number of warrants issued | 179,506 | ||
Platinum Point Capital, LLC [Member] | |||
Number of warrants issued | 25,000 | 25,000 | |
Evergreen Capital Management LLC 1 [Member] | Warrant [Member] | |||
Number of warrants issued | 62,069 | 62,069 | |
Evergreen Capital Management LLC 2 [Member] | Warrant [Member] | |||
Number of warrants issued | 41,379 | 41,379 | |
Evergreen Capital Management LLC 3 [Member] | Warrant [Member] | |||
Number of warrants issued | 20,690 | 20,690 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Beginning balance | $ 1,152,620 |
Issuances of warrants/conversion option - derivative liabilities | 165,924 |
Extinguishment of derivative liability upon conversion/repayment of convertible notes | |
Change in fair value of warrants/conversion option - derivative liabilities | 634,732 |
Ending balance | $ 1,953,276 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | 3 Months Ended | |||||||||||
Jul. 05, 2022 USD ($) h | Oct. 15, 2021 USD ($) h $ / shares shares | Oct. 08, 2021 USD ($) h $ / shares shares | Sep. 17, 2021 USD ($) h $ / shares shares | Feb. 12, 2021 $ / shares shares | Jan. 19, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2021 shares | Mar. 31, 2021 shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 shares | Jul. 17, 2021 | |
Number of shares issued as commitment fee | shares | 50,000 | |||||||||||
Number of shares issued | shares | 50,730 | 4,375 | 71,250 | |||||||||
Debt instrument face amount | $ 75,000 | |||||||||||
Debt instrument unamortized discount | $ 1,142 | |||||||||||
Warrant granted | shares | 44,554 | |||||||||||
Evergreen Capital Management LLC [Member] | ||||||||||||
Debt instrument, interest rate, effective percentage | 24% | |||||||||||
12% Convertible Promissory Note [Member] | GS Capital Partners LLC [Member] | ||||||||||||
Convertible promissory note | $ 125,000 | |||||||||||
Debt instrument term | 1 year | |||||||||||
Debt conversion description | The conversion price of the GS Note is 66% of the lowest closing stock price over the previous 20 trading days | |||||||||||
Original issue discount | $ 10,000 | |||||||||||
Legal fees | $ 5,000 | |||||||||||
Number of shares issued as commitment fee | shares | 3,250 | |||||||||||
Number of shares issued | shares | 21,250 | |||||||||||
12% Convertible Promissory Note [Member] | GS Capital Partners LLC [Member] | Every Month Thereafter [Member] | ||||||||||||
Monthly repayment | $ 20,000 | |||||||||||
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 | |||||||||||
Number of shares issued as commitment fee | shares | 7,500 | |||||||||||
Number of warrants granted | shares | 25,000 | |||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 16 | |||||||||||
20% Senior Secured Promissory Note [Member] | Evergreen Capital Management LLC [Member] | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.60 | |||||||||||
Debt instrument face amount | $ 720,000 | |||||||||||
Debt instrument unamortized discount | $ 120,000 | |||||||||||
Debt instrument, description | The Evergreen 1 accrues interest at a rate of 10% per year | |||||||||||
Debt instrument convertible stock price | 90% | |||||||||||
Warrant term | 5 years | |||||||||||
Warrant granted | shares | 62,069 | |||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 11.60 | |||||||||||
Senior Secured Promissory Notes [Member] | GS Capital Partners LLC [Member] | ||||||||||||
Debt instrument face amount | $ 144,000 | |||||||||||
Debt instrument unamortized discount | $ 14,000 | |||||||||||
Debt instrument, interest rate, effective percentage | 12% | |||||||||||
Debt instrument convertible stock price | 86% | |||||||||||
Debt instrument face amount | h | 12 | |||||||||||
Senior Secured Promissory Notes [Member] | Evergreen Capital Management LLC [Member] | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | |||||||||
Debt instrument face amount | $ 240,000 | $ 480,000 | $ 720,000 | |||||||||
Debt instrument unamortized discount | $ 40,000 | $ 80,000 | $ 120,000 | |||||||||
Debt instrument, interest rate, effective percentage | 10% | 10% | 10% | |||||||||
Debt instrument convertible stock price | 90% | 90% | 90% | |||||||||
Warrant granted | shares | 20,690 | 41,379 | 62,069 | |||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 11.60 | $ 11.60 | $ 11.60 | |||||||||
Debt instrument face amount | h | 5 | 5 | 5 | |||||||||
20% Senior Secured Promissory Note One [Member] | Evergreen Capital Management LLC [Member] | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.60 | |||||||||||
Debt instrument face amount | $ 480,000 | |||||||||||
Debt instrument unamortized discount | $ 80,000 | |||||||||||
Debt instrument, description | The Evergreen 2 accrues interest at a rate of 10% per year | |||||||||||
Debt instrument, interest rate, effective percentage | 10% | |||||||||||
Debt instrument convertible stock price | 90% | |||||||||||
Warrant term | 5 years | |||||||||||
Warrant granted | shares | 41,379 | |||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 11.60 | |||||||||||
20% Senior Secured Promissory Note Two [Member] | GS Capital Partners LLC [Member] | ||||||||||||
Debt instrument face amount | $ 144,000 | |||||||||||
Debt instrument unamortized discount | $ 14,000 | |||||||||||
Debt instrument, interest rate, effective percentage | 12% | |||||||||||
20% Senior Secured Promissory Note Two [Member] | Evergreen Capital Management LLC [Member] | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.60 | |||||||||||
Debt instrument face amount | $ 240,000 | |||||||||||
Debt instrument unamortized discount | $ 40,000 | |||||||||||
Debt instrument, description | The Evergreen 3 accrues interest at a rate of 10% per year | |||||||||||
Debt instrument, interest rate, effective percentage | 10% | |||||||||||
Debt instrument convertible stock price | 90% | |||||||||||
Warrant term | 5 years | |||||||||||
Warrant granted | shares | 20,690 | |||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 11.60 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Two Major Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 6% | 57% | |
Accounts Receivable [Member] | Three And Five Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 66% | 93% |
CONTINGENCY (Details Narrative)
CONTINGENCY (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 USD ($) | |
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 ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Proceeds from Related Party Debt | $ 609,997 | $ 1,449,394 | |||
TRAQ Pvt Ltd. [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Payments for statutory liability | $ 12,653 | $ 36,268 | |||
MIMO Technologies PVT Ltd [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Proceeds from Related Party Debt | 611,128 | ||||
Mimo Technologies [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Payments for statutory liability | $ 40,675 | $ 13,636 | |||
Ministry of Finance, India [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Gratuity outstanding | $ 9,462 | ||||
Liabilities subject to compromise, income tax contingencies | $ 246,398 |