Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 06, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | TRAQIQ, INC. | |
Entity Central Index Key | 1,514,056 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 27,297,960 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 708 | $ 1,718 |
Accounts receivable, net | 28,573 | 4,193 |
Prepaid expenses | 7,134 | |
Total current assets | 36,415 | 5,911 |
TOTAL ASSETS | 36,415 | 5,911 |
Current Liabilities: | ||
Current portion of long term debt - related parties | 767,457 | 623,512 |
Current portion of long term debt | 100,213 | 78,063 |
Convertible debt - related parties, net of discounts | 270,084 | 199,957 |
Accounts payable and accrued expenses | 492,352 | 365,203 |
Total current liabilities | 1,630,106 | 1,266,735 |
Total Liabilities | 1,630,106 | 1,266,735 |
Stockholders' Deficit: | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 27,297,960 shares issued and outstanding | 2,730 | 2,730 |
Additional paid in capital | 12,355 | 12,355 |
Accumulated deficit | (1,608,781) | (1,275,914) |
Total Stockholders' Deficit | (1,593,691) | (1,260,824) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 36,415 | 5,911 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized Series A convertible preferred stock, $0.0001 par value, 50,000 shares issued and outstanding | $ 5 | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 27,297,960 | 27,297,960 |
Common stock, shares outstanding | 27,297,960 | 27,297,960 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
REVENUE | $ 31,124 | $ 6,574 | $ 192,692 | $ 18,759 |
COST OF REVENUE | 4,393 | 174,578 | ||
GROSS PROFIT | 26,731 | 6,574 | 18,114 | 18,759 |
OPERATING EXPENSES: | ||||
Salaries and salary related costs | 1,735 | 38,455 | 18,938 | 38,455 |
Professional fees | 46,569 | 17,950 | 132,223 | 37,200 |
Rent expense | 190 | 2,047 | 15,713 | |
General and administrative expense | 16,416 | 1,378 | 59,328 | 10,405 |
Total operating expenses | 64,910 | 57,783 | 212,536 | 101,773 |
OPERATING LOSS | (38,179) | (51,209) | (194,422) | (83,014) |
OTHER INCOME (EXPENSE): | ||||
Rental income, net of reserves | 11,685 | 11,685 | ||
Interest expense | (76,349) | (29,555) | (138,445) | (52,324) |
Total other expense | (76,349) | (17,870) | (138,445) | (40,639) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (114,528) | (69,079) | (332,867) | (123,653) |
Provision for income taxes | ||||
NET LOSS | $ (114,528) | $ (69,079) | $ (332,867) | $ (123,653) |
Net loss per share - Basic and Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted Average Shares Outstanding - Basic and Diluted | 27,297,960 | 22,341,440 | 27,297,960 | 9,715,544 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (332,867) | $ (123,653) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,629 | |
Amortization of debt discounts | 20,127 | 6,897 |
Changes in assets and liabilities | ||
(Increase) decrease in accounts receivable | (24,380) | 1,443 |
(Increase) decrease in prepaid expenses | (7,134) | 8,476 |
Increase in accounts payable and accrued expenses | 138,778 | 37,183 |
Net cash used in operating activities | (205,476) | (68,025) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Cash from merger | 558 | |
Net cash provided by investing activities | 558 | |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Repayments of line of credit | (75,000) | |
Repayments of long term debt - related parties | (11,903) | (79,744) |
Repayments of long term debt | (56,380) | (12,683) |
Proceeds from long term debt | 66,900 | 45,000 |
Proceeds from the sale of preferred stock to related party | 10,000 | |
Proceeds from long term debt - related parties | 155,849 | 178,951 |
Proceeds from convertible debt - related parties | 50,000 | |
Net cash provided by financing activities | 204,466 | 66,524 |
NET DECREASE IN CASH | (1,010) | (943) |
CASH - BEGINNING OF PERIOD | 1,718 | 5,942 |
CASH - END OF PERIOD | 708 | 4,999 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid in cash | 7,225 | |
Income taxes paid in cash | ||
Assets acquired and (liabilities assumed) in reverse merger and acquisition of Omni: | ||
Cash | 558 | |
Accounts receivable | 4,341 | |
Prepaid expenses | 23,726 | |
Property and equipment | 1,907 | |
Stockholder advances | (306,421) | |
Short term financing obligations | (18,969) | |
Accounts payable | (86,996) | |
Net liabilities assumed | $ (381,854) |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS TraqIQ, Inc. (along with its wholly owned subsidiaries, referred to herein as the “Company”) was incorporated in the State of California on September 9, 2009 as Thunderclap Entertainment, Inc. On July 14, 2017, Thunderclap Entertainment, Inc. changed its name to TraqIQ, Inc. On July 19, 2017, the Company entered into a Share Exchange Agreement (“share Exchange”) with the stockholders of OmniM2M, Inc. (“OmniM2M”) and Ci2i Services, Inc. (“Ci2i”) whereby the stockholders of Omni and Ci2i agreed to exchange all of their respective shares, representing 100% ownership in OmniM2M and Ci2i in exchange for 12,000,000 shares of the Company’s common stock, respectively. The Share Exchange was accounted for as a reverse merger whereas Ci2i is considered the accounting acquirer and TraqIQ,Inc. is considered the accounting acquiree. Accordingly, the condensed consolidated financial statements included the accounts of Ci2i for all periods presented and the accounts of TraqIQ, Inc. and Omni, which was acquired by the Company on July 19, 2017 since the date of acquisition. For accounting purposes, the acquisition of Omni is recorded at historical cost in accordance with Accounting Standard Codification (“ASC”) 805-50-25-2 as this is considered an acquisition of entities under common control as the management of the Company and Omni control the activities of the respective companies. Prior to the merger with Ci2i and acquisition of Omni, the Company was considered a shell company under Rule 12b-2 of the Exchange Act. On December 1, 2017, The Company entered into a Share Purchase Agreement (the “Share Exchange Agreement”) with Ajay Sikka (“Sikka”), the sole shareholder of Transport IQ, Inc. whereby Sikka agreed to sell all of the shares in TransportIQ, Inc. (“TransportIQ”) in exchange for $18,109, in the form of cancellation of all of the debt of TransportIQ that is owed to the Company. The transaction became effective upon the execution of the Share Exchange Agreement by Sikka and the Company; and Transport IQ, Inc, is now a wholly-owned subsidiary of the Company. Because TransportIQ was commonly controlled and owned, the transaction was recorded at the historical carrying value of TransportIQ’s assets and liabilities. Ci2i is an innovative and growth-oriented services company founded in 1998 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ci2i is a consulting services company that provides marketing and technical services to its clients. These services are delivered both on a Project and a Time & Materials basis. The primary focus has been in the Analytics and Intelligence segments. The Company typically does not own any IP, as all the work is done on behalf of the clients. The Company does most of its business with Microsoft and is looking to diversify into other segments and customers. OmniM2M was formed in 2014 and is an innovative and growth-oriented company that develops and deploys “Internet of Things” (IoT) and “Mobile to Mobile” (M2M) products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. TransportIQ was formed in the State of Nevada on September 8, 2017. TransportIQ is long haul trucking carrier business that comprises contract drivers and owner operators. TransportIQ’s customers include leading third-party logistics and supply chain management providers such as C.H. Robinson and PAM Transport, Inc. TransportIQ plans to differentiate itself from traditional carriers through the adoption of new technologies that can help TransportIQ create competitive advantages in the transportation industry, including: ● Industrial Internet of Things (IIoT) tracking devices ● Data Analytics software that can help dispatchers improve efficiency and profitability ● Blockchain transaction software to improve efficiencies with third party logistics companies |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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 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. 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 13, 2018. Interim results of operations for the nine months ended September 30, 2018 are not necessarily indicative of future results for the full year. Forward Stock Split On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. Consolidation The consolidated financial statements include the accounts of TraqIQ, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. 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 Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has no cash equivalents as of September 30, 2018. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that no allowance is required for the outstanding accounts receivable as of September 30, 2018. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Trucking Revenue The Company’s contracts with customers are generally on a purchase order basis, and represent single stand-alone performance obligations that are satisfied at a point in time as defined in the new guidance. Accordingly, revenue for each contract is recognized when the Company’s performance obligation is complete. Software Revenue Revenue from software license agreements is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as defined by Topic 606, as amended. 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 following is a summary of revenue for the nine months ended September 30, 2018 and 2017, disaggregated by type: 2018 2017 Trucking Revenue $ 145,488 $ - Software Revenue 47,194 18,759 $ 192,692 $ 18,759 Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. An uncertain number of shares underlying convertible debt have been excluded from the computation of loss per share because their impact was anti-dilutive. Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In June 2017, the FASB issued ASU 2017-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for the calendar year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the financial statements. In August 2017, the FASB issued Accounting Standards Updated 2017-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments” (ASU 2017-15). The standard addresses eight specific cash flow issues to reduce diversity in practice in how certain cash receipts and cash payments are presented on the Statements of Cash Flows. ASU 2017-15 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The amendments require a retrospective approach to adoption and early adoption is permitted, including in an interim period. The Company has adopted this standard effective Janaury 1, 2018, which did not have a significant impact on its consolidated financial position, results of operations and liquidity. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Going Concern The Company has an accumulated deficit of $1,608,781 and a working capital deficit of $1,593,691, as of September 30, 2018. As a result of these factors, Management has determined that there is substantial doubt about the Company ability to continue as a going concern. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. |
Long-Term Debt Related Parties
Long-Term Debt Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Related Parties | NOTE 3: LONG-TERM DEBT RELATED PARTIES The following is a summary of long-term debt - related parties as of September 30, 2018 and December 31, 2017: 2018 2017 Promissory note - CEO (a) $ 720,457 $ 591,512 Note payable - shareholder (b) 32,000 32,000 Promissory note – related party (c) 15,000 - $ 767,457 $ 623,512 (a) This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). During the nine months ended September 30, 2018, the CEO made additional advances of $140,848, and the Company repaid $11,903. Interest expense on this loan for the nine months ended September 30, 2018 was $81,050. Accrued interest on this loan at September 30, 2018 is $271,181. (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000), December 13, 2016 ($10,000), May 1, 2018 ($10,000) and May 14, 2018 ($10,000) at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the nine months ended September 30, 2018 was $3,600 Accrued interest on these loans at September 30, 2018 is $10,600. Satinder Thiara is a shareholder of the Company. (c) Promissory note from direct family member of the CEO dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. The entire balance is reflected as a current liability as the amounts are due on demand. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 4: LONG-TERM DEBT The following is a summary of long-term debt as of September 30, 2018 and December 31, 2017: 2018 2017 Promissory notes - Kabbage (a) $ 32,994 $ 33,063 Notes payable - Swarn Singh (b) 45,000 45,000 Promissory notes – Loan Builder (c) 16,219 - Other (d) 6,000 - Total 100,213 78,063 Current portion 100,213 78,063 Total - net of current portion $ - $ - (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) Note payable to Swarn Singh entered into January 2017 ($25,000) and February 2017 ($20,000), at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the nine months ended September 30, 2018 was $5,063. Accrued interest on this loan at September 30, 2018 is $11,396. Both notes are due December 31, 2018. (c) Business loan agreement in the amount of $18,000, payable in 52 weekly payments of $409, including interest. (d) Note payable to a driver for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the nine months ended September 30, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. This note is non-interest bearing. |
Convertible Debt - Related Part
Convertible Debt - Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt - Related Parties | NOTE 5: CONVERTIBLE DEBT – RELATED PARTIES In connection with the reverse merger in July 2017, the Company and two stockholders, who had provided related party advances to the Company, agreed to exchange their related party advances for 6% Convertible Promissory Notes that were originally due on January 15, 2018 (the “Notes”) in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes in the principal amount of $100,000. In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the nine months ended September 30, 2018, the maturity of the notes were further extended to March 31, 2019. The Notes bear simple interest at 6% unless the Company defaults, which increases the interest rate to 10%. The Holders, at their option, can elect to convert the principal plus any accrued interest, into shares of the Company’s common stock at a conversion rate equal to eighty percent (80%) of the average closing share price as quoted on the OTC Markets for the five (5) trading days prior to the date of conversion. During the nine months ended September 30, 2018, the Company received additional proceeds from a related party of $50,000 pursuant to a convertible note payable issued in April and May 2018, with the same interest rate and conversion terms as the Notes described above, initially maturing on September 30, 2018, which has been extended to March 31, 2019. Because the Notes are convertible into a variable number of shares of common stock based on a fixed dollar amount, in accordance with ASC Topic 480, the notes are recorded at the fair value of the shares issuable upon conversion. The excess of the fair value of shares issuable over the face value of the Notes is recorded as a discount to the noted to be amortized in to interest expense over the term of the note. The following summarizes the carrying value of convertible debt as of September 30, 2018: Face value of the notes $ 218,077 Excess of the fair value of shares issuable over the face value of the Notes 54,507 Unamortized discount (2,500 ) $ 270,084 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 6: STOCKHOLDERS’ DEFICIT Series A Convertible Preferred Stock On July 19, 2017, the Company approved the issuance of 50,000 shares of its Series A Convertible Preferred Stock to its CEO and, on August 1, 2017, the Company sold and issued the 50,000 shares of its Series A Convertible Preferred Stock to its CEO at a price of $0.20 per share for $10,000. Each outstanding share of Series A Convertible Preferred Stock is convertible into the number of shares of the Company’s common stock (the “Common Stock”) determined by dividing the Stated Value by the Conversion Price as defined below, at the option of any Series A Convertible Preferred Stock shareholder in whole or in part, at any time commencing no earlier than six (6) months after the issuance date; provided that any conversion under this section must be made during the ten (10) day period immediately following the date on which the corporation files with the Securities and Exchange Commission any periodic report on form 10-Q, 10-K or the equivalent form; provided further that, any conversion under this Section IV: (a) shall be for a minimum Stated Value of $500 of Series A Convertible Preferred Stock. The Conversion Price for each share of Series A Convertible Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than par value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the OTC Markets, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices) (the “Per Share Market Value”). Common Stock As of September 30, 2018, the Company has 27,297,960 shares issued and outstanding. On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 7: CONCENTRATIONS During the nine months ended September 30, 2018, the Company had two major customers comprising 88% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. There was no accounts receivable for these customers as of September 30, 2018. During the nine months ended September 30, 2018, approximately 83% of the Company’s cost of sales was incurred with five entities, for which $41,384 is included in accounts payable as of September 30, 2018. 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, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingency | NOTE 8: CONTINGENCY During the nine months ended September 30, 2018, the Company charged an independent truck driver approximately $190,000 pursuant to its agreement with the driver, which entitled the Company to fees equal to $800 per day for the driver’s failure to return a trailer owned by the Company with the period prescribed by the agreement. The Company has not recognized this as income due to uncertainty of payment and will record as other income during the period in which amounts are collected. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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. 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 13, 2018. Interim results of operations for the nine months ended September 30, 2018 are not necessarily indicative of future results for the full year. |
Forward Stock Split | Forward Stock Split On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. |
Consolidation | Consolidation The consolidated financial statements include the accounts of TraqIQ, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates. |
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 | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has no cash equivalents as of September 30, 2018. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that no allowance is required for the outstanding accounts receivable as of September 30, 2018. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Trucking Revenue The Company’s contracts with customers are generally on a purchase order basis, and represent single stand-alone performance obligations that are satisfied at a point in time as defined in the new guidance. Accordingly, revenue for each contract is recognized when the Company’s performance obligation is complete. Software Revenue Revenue from software license agreements is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as defined by Topic 606, as amended. 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 following is a summary of revenue for the nine months ended September 30, 2018 and 2017, disaggregated by type: 2018 2017 Trucking Revenue $ 145,488 $ - Software Revenue 47,194 18,759 $ 192,692 $ 18,759 |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. An uncertain number of shares underlying convertible debt have been excluded from the computation of loss per share because their impact was anti-dilutive. |
Related Party Transactions | Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In June 2017, the FASB issued ASU 2017-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for the calendar year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the financial statements. In August 2017, the FASB issued Accounting Standards Updated 2017-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments” (ASU 2017-15). The standard addresses eight specific cash flow issues to reduce diversity in practice in how certain cash receipts and cash payments are presented on the Statements of Cash Flows. ASU 2017-15 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The amendments require a retrospective approach to adoption and early adoption is permitted, including in an interim period. The Company has adopted this standard effective Janaury 1, 2018, which did not have a significant impact on its consolidated financial position, results of operations and liquidity. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company has an accumulated deficit of $1,608,781 and a working capital deficit of $1,593,691, as of September 30, 2018. As a result of these factors, Management has determined that there is substantial doubt about the Company ability to continue as a going concern. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, 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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following is a summary of revenue for the nine months ended September 30, 2018 and 2017, disaggregated by type: 2018 2017 Trucking Revenue $ 145,488 $ - Software Revenue 47,194 18,759 $ 192,692 $ 18,759 |
Long-Term Debt Related Parties
Long-Term Debt Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Related Parties | The following is a summary of long-term debt - related parties as of September 30, 2018 and December 31, 2017: 2018 2017 Promissory note - CEO (a) $ 720,457 $ 591,512 Note payable - shareholder (b) 32,000 32,000 Promissory note – related party (c) 15,000 - $ 767,457 $ 623,512 (a) This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). During the nine months ended September 30, 2018, the CEO made additional advances of $140,848, and the Company repaid $11,903. Interest expense on this loan for the nine months ended September 30, 2018 was $81,050. Accrued interest on this loan at September 30, 2018 is $271,181. (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000), December 13, 2016 ($10,000), May 1, 2018 ($10,000) and May 14, 2018 ($10,000) at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the nine months ended September 30, 2018 was $3,600 Accrued interest on these loans at September 30, 2018 is $10,600. Satinder Thiara is a shareholder of the Company. (c) Promissory note from direct family member of the CEO dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following is a summary of long-term debt as of September 30, 2018 and December 31, 2017: 2018 2017 Promissory notes - Kabbage (a) $ 32,994 $ 33,063 Notes payable - Swarn Singh (b) 45,000 45,000 Promissory notes – Loan Builder (c) 16,219 - Other (d) 6,000 - Total 100,213 78,063 Current portion 100,213 78,063 Total - net of current portion $ - $ - (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) Note payable to Swarn Singh entered into January 2017 ($25,000) and February 2017 ($20,000), at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the nine months ended September 30, 2018 was $5,063. Accrued interest on this loan at September 30, 2018 is $11,396. Both notes are due December 31, 2018. (c) Business loan agreement in the amount of $18,000, payable in 52 weekly payments of $409, including interest. (d) Note payable to a driver for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the nine months ended September 30, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. This note is non-interest bearing. |
Convertible Debt - Related Pa_2
Convertible Debt - Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Convertible Debt | The following summarizes the carrying value of convertible debt as of September 30, 2018: Face value of the notes $ 218,077 Excess of the fair value of shares issuable over the face value of the Notes 54,507 Unamortized discount (2,500 ) $ 270,084 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Share Exchange Agreement [Member] - USD ($) | Dec. 01, 2017 | Jul. 19, 2017 |
OmniM2M and Ci2i [Member] | ||
Ownership interest percentage | 100.00% | |
Exchange shares of common stock | 12,000,000 | |
TransportIQ, Inc. [Member] | Ajay Sikka [Member] | ||
Exchange of cancellation debt | $ 18,109 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Cash equivalents | ||
Allowance for accounts receivable | ||
Accumulated deficit | (1,608,781) | $ (1,275,914) |
Working capital deficit | $ 1,593,691 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 31,124 | $ 6,574 | $ 192,692 | $ 18,759 |
Trucking Revenue [Member] | ||||
Revenue | 145,488 | |||
Software Revenue [Member] | ||||
Revenue | $ 47,194 | $ 18,759 |
Long-Term Debt Related Partie_2
Long-Term Debt Related Parties - Schedule of Long-Term Debt Related Parties (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Long term debt current - related parties | $ 767,457 | $ 623,512 | ||
Promissory Note - CEO [Member] | ||||
Long term debt current - related parties | [1] | 720,457 | 591,512 | |
Note Payable - Shareholder [Member] | ||||
Long term debt current - related parties | [2] | $ 32,000 | 32,000 | |
Promissory Note - Related Party [Member] | ||||
Long term debt current - related parties | [3] | $ 15,000 | ||
[1] | This is a loan from the CEO entered into January 1, 2015, and is unsecured. The loan bears interest at 15% annually (1.25% monthly). During the nine months ended September 30, 2018, the CEO made additional advances of $140,848, and the Company repaid $11,903. Interest expense on this loan for the nine months ended September 30, 2018 was $81,050. Accrued interest on this loan at September 30, 2018 is $271,181. | |||
[2] | Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000), December 13, 2016 ($10,000), May 1, 2018 ($10,000) and May 14, 2018 ($10,000) at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the nine months ended September 30, 2018 was $3,600 Accrued interest on these loans at September 30, 2018 is $10,600. Satinder Thiara is a shareholder of the Company. | |||
[3] | Promissory note from direct family member of the CEO dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. |
Long-Term Debt Related Partie_3
Long-Term Debt Related Parties - Schedule of Long-Term Debt Related Parties (Details) (Parenthetical) - USD ($) | Sep. 13, 2018 | Jan. 01, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | May 14, 2018 | May 01, 2018 | Dec. 13, 2016 | May 25, 2016 |
Additional advance from related party | $ 155,849 | $ 178,951 | ||||||
Repayments of long term debt - related parties | $ 11,903 | $ 79,744 | ||||||
Chief Executive Officer [Member] | ||||||||
Loan bears annual interest rate | 12.00% | |||||||
Advance from related party debt | $ 15,000 | |||||||
Debt instrument maturity date | Dec. 31, 2019 | |||||||
Notes Payable to Satinder Thiara [Member] | ||||||||
Loan bears annual interest rate | 15.00% | |||||||
Loan bears monthly interest rate | 1.25% | |||||||
Interest expense | $ 3,600 | |||||||
Accrued interest | 10,600 | |||||||
Note payable to related parties | $ 10,000 | $ 10,000 | $ 10,000 | $ 22,000 | ||||
Chief Executive Officer [Member] | ||||||||
Loan bears annual interest rate | 15.00% | |||||||
Loan bears monthly interest rate | 1.25% | |||||||
Additional advance from related party | 140,848 | |||||||
Repayments of long term debt - related parties | 11,903 | |||||||
Interest expense | 81,050 | |||||||
Accrued interest | $ 271,181 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Long term debt Total | $ 100,213 | $ 78,063 | |
Long term debt current | 100,213 | 78,063 | |
Total - net of current portion | |||
Promissory Notes - Kabbage [Member] | |||
Long term debt Total | [1] | 32,994 | 33,063 |
Notes Payable - Swarn Singh [Member] | |||
Long term debt Total | [2] | 45,000 | 45,000 |
Promissory Notes - Loan Builder [Member] | |||
Long term debt Total | [3] | 16,219 | |
Other [Member] | |||
Long term debt Total | [4] | $ 6,000 | |
[1] | Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. | ||
[2] | Note payable to Swarn Singh entered into January 2017 ($25,000) and February 2017 ($20,000), at interest rate of 15% annually (1.25% monthly). This is an unsecured loan. Interest expense on this loan for the nine months ended September 30, 2018 was $5,063. Accrued interest on this loan at September 30, 2018 is $11,396. Both notes are due December 31, 2018. | ||
[3] | Business loan agreement in the amount of $18,000, payable in 52 weekly payments of $409, including interest. | ||
[4] | Note payable to a driver for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the nine months ended September 30, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. This note is non-interest bearing. |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) | Feb. 28, 2017 | Jan. 31, 2017 | Sep. 30, 2018 | May 31, 2018 |
Business loan agreement, amount payable | $ 218,077 | |||
Notes Payable - Swarn Singh [Member] | ||||
Note payable to related parties | $ 20,000 | $ 25,000 | ||
Debt annual interest rate | 15.00% | 15.00% | ||
Debt monthly interest rate | 1.25% | 1.25% | ||
Interest expense | 5,063 | |||
Accrued interest | $ 11,396 | |||
Debt maturity date | Dec. 31, 2018 | |||
Promissory Notes - Loan Builder [Member] | ||||
Business loan agreement, amount payable | $ 18,000 | |||
Debt periodic payment description | Business loan agreement in the amount of $18,000, payable in 52 weekly payments of $409.06, including interest. | |||
Periodic payment of debt | $ 409 | |||
Note Payable - Driver [Member] | ||||
Note payable to related parties | $ 7,500 | |||
Payment of notes payable | $ 1,500 |
Convertible Debt - Related Pa_3
Convertible Debt - Related Parties (Details Narrative) | 1 Months Ended | 4 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Jul. 31, 2017USD ($) | Nov. 30, 2017USD ($) | Sep. 30, 2018USD ($)d | Sep. 30, 2017USD ($) | |
Convertible debt | $ 218,077 | ||||
Proceeds from convertible debt - related parties | $ 50,000 | ||||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | |||||
Convertible debt percentage | 6.00% | 6.00% | |||
Debt due date | Jan. 15, 2018 | Sep. 30, 2018 | |||
Convertible debt | $ 68,077 | ||||
Proceeds from convertible debt - related parties | $ 100,000 | ||||
Debt maturity description | The maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the nine months ended September 30, 2018, the maturity of the notes were further extended to March 31, 2019. | Initially maturing on September 30, 2018, which has been extended to March 31, 2019. | |||
Debt interest rate increases during the period | 10.00% | ||||
Debt into shares of common stock at conversion rate | 80.00% | ||||
Debt trading days | d | 5 |
Convertible Debt - Related Pa_4
Convertible Debt - Related Parties - Summary of Carrying Value of Convertible Debt (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Face value of the notes | $ 218,077 | |
Excess of the fair value of shares issuable over the face value of the Notes | 54,507 | |
Unamortized discount | (2,500) | |
Convertible debt - related parties | $ 270,084 | $ 199,957 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 02, 2017 | Jul. 19, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock stated value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 27,297,960 | 27,297,960 | ||
Common stock, shares outstanding | 27,297,960 | 27,297,960 | ||
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock stated value | $ 0.0001 | $ 0.0001 | ||
Convertible debt percentage | 85.00% | |||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | ||||
Preferred stock stated value | $ 500 | |||
Series A Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | ||||
Number of common stock shares issued and sold during the period | 50,000 | 50,000 | ||
Shares issued price per share | $ 0.20 | |||
Number of common stock value issued during the period | $ 10,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Sales Revenue, Net [Member] | |
Concentration risk percentage | 10.00% |
Sales Revenue, Net [Member] | Two Major Customers [Member] | |
Concentration risk percentage | 88.00% |
Accounts Receivable [Member] | Two Major Customer [Member] | |
Accounts receivable | |
Accounts Payable [Member] | Five Entities [Member] | |
Concentration risk percentage | 83.00% |
Accounts Payable [Member] | Five Entites [Member] | |
Accounts payable | $ 41,384 |
Contingency (Details Narrative)
Contingency (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency pursuant to agreement with driver | $ 190,000 |
Loss contingency, eligibility of company fees, per day | $ 800 |