July 3, 2018
Ajay Sikka
Chief Executive Officer
TraqIQ, Inc.
14205 SE 36th Street, Suite 100
Bellevue, WA 98006
Re: TraqIQ, Inc.
Offering Statement on Form 1-A filed June 7, 2018
File No. 024-10849
Dear Mr. Sikka:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form 1-A
General
1. Your offering as currently structured is ineligible to be conducted
pursuant to Regulation
A because the portion of the aggregate offering price attributable to the
securities of the
selling securityholders exceeds the limitation in Rule 251(a)(3) of
Regulation A. Please
revise your offering so that the portion of the offering price
attributable to the securities of
the selling securityholders does not exceed 30% of the aggregate offering
price.
2. Please revise to include the signatures required by Rule 252(c) of
Regulation A.
3. We note your disclosure on the cover page that "the Company currently
intends to
complete one closing of this Offering" but that you "reserve to undertake
one or more
closings on a rolling basis." You also state that "if there are no
closings or upon
termination of this Offering without any corresponding closing,
investments for this
Ajay Sikka
FirstName LastNameAjay Sikka
TraqIQ, Inc.
Comapany NameTraqIQ, Inc.
July 3, 2018
July 3, 2018 Page 2
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Offering will be promptly returned to investors . . . ." We further
note your statement on
page 40 that "No funds will be placed in an escrow account during the
offering period and
no funds will be returned, once an investor's subscription agreement
has been accepted by
us or by the Selling Security Holders." Discuss the circumstances
under which a closing
may not occur.
Offering Circular Summary
The Offering, page 9
4. Your statement that your selling security holders will sell their
shares at a fixed price for
the duration of the offering conflicts with your statement on page 9
that "[t]his is a fixed
price at which the Selling Security Holders may sell their shares
until [y]our common
stock is quoted on the OTC Markets, at which time the shares may be
sold at prevailing
market prices or privately negotiated prices." Please revise to
clarify here and on page 45,
if true, that the selling security holders will sell their shares
pursuant to your Regulation A
offering at a fixed price. At the market offerings are not permitted
under Regulation A.
Refer to Rule 251(d)(3)(ii) of Regulation A. In addition, your
disclosure on page 9
regarding the offering period and the termination of the offering
conflicts with your
disclosure on the cover page. Revise for consistency.
Risks Factors
The concentration of our capital stock ownership with insiders will likely
limit your ability to
influence corporate matters, page 17
5. Please expand to disclose the information found on page 36, that Mr.
Sikka is entitled to
50,000 votes of common stock for each share of Series A Preferred
Stock, thereby
effectively giving him, in addition to his 15,154,384 common share
votes, an additional
2,500,000,000 common share votes. Compare this voting power with the
number of
shares of common stock to be outstanding after this offering that will
not be held by Mr.
Sikka. Provide similar disclosure in the risk factor on page 19 titled
"Because insiders
control our activities..."
OmniM2M, Inc., page 28
6. We note your disclosure on page 28 that OmniM2M "provides bundled
solutions of
hardware, software, connectivity, applications and analytics to
address targeted problems
in refrigeration, pest control and tank monitoring." Please revise
this section to disclose
whether OmniM2M manufactures its hardware and designs its software,
and describe how
the company markets and sells its products and services, including a
description of the
material terms in its sales contracts with clients. Similarly, we note
your disclosure on
page 29 that Ci2i Services, Inc. provides IT consulting solutions,
predominately in the
business intelligence and data analytics arenas. Include a discussion
describing the types
of "IT consulting solutions" the company provides, how the company
markets its services
and how the company sells its services. In addition, we note that
Microsoft has
Ajay Sikka
FirstName LastNameAjay Sikka
TraqIQ, Inc.
Comapany NameTraqIQ, Inc.
July 3, 2018
July 3, 2018 Page 3
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FirstName LastName
traditionally accounted for approximately 90% of Ci2i Services, Inc.'s
revenue. Provide a
description of the material terms of your agreement with Microsoft and
file the agreement
as an exhibit to your Form 1-A or advise.
TransportIQ, Inc., page 30
7. Please expand the description of your trucking business by disclosing
the number of
drivers you currently contract, the regions in which you operate as
well as the types of
goods that you haul. In addition, please add risk factors to your Risk
Factors section that
address the risks associated with a business in this industry.
Business
Dependence on Customers, page 31
8. Please explain your statement that "We have built customer
relationships in the IIoT and
data analytics with Tier 1 customers such as Chipotle, Microsoft,
Disney, British
Petroleum, SalesForce, Expedia and Tomahawk Live Trap." Clarify
whether you
currently have contracts with or are deriving revenues from these
entities.
Management, page 32
9. We note your disclosure on page 8 that James Dubois became a director
on April 15,
2018. Please disclose the information required by Item 11(k), (l) and
(n) of Form S-1
regarding Mr. Dubois and revise throughout such as on pages 19, 30 and
33 to indicate, if
true, that you have three directors. In addition, please update the
statement on page 33
that "[o]ur directors' terms of office expire on March 31, 2018" and
the statement on page
34 that "none of our named executive officers received any grants of
stock, option awards
or other plan-based awards during the period ended December 31, 2016."
10. We note that Lloyd Spencer, your vice president and secretary serves
as president and
CEO of a company that appears to operate in the trucking industry.
Include a risk factor
addressing the potential conflicts of interest that may arise with Mr.
Spencer's role as CEO
of Open Road Shipping, Inc. and your trucking business or tell us why
such a risk factor is
not necessary.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
Ajay Sikka
TraqIQ, Inc.
July 3, 2018
Page 4
You may contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Anne Parker at 202-551-3611 with
any other
questions.
FirstName LastNameAjay Sikka
Comapany NameTraqIQ, Inc.
Division of
Corporation Finance
July 3, 2018 Page 4 Office of
Transportation and Leisure
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