Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 20, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | TRAQIQ, INC. | |
Entity Central Index Key | 0001514056 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
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 | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 1,517 | $ 2,347 |
Accounts receivable, net | 11,494 | 11,459 |
Total Current Assets | 13,011 | 13,806 |
TOTAL ASSETS | 13,011 | 13,806 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 584,513 | 531,120 |
Current portion - long-term debt - related parties | 921,655 | 845,236 |
Current portion - long-term debt | 31,196 | 54,801 |
Current portion - convertible debt - long-term debt - related and unrelated parties | 241,334 | 241,334 |
Total Current Liabilities | 1,778,698 | 1,672,491 |
Total Liabilities | 1,778,698 | 1,672,491 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value, $0.0001, 300,000,000 shares authorized, 27,297,960 and 27,297,960 issued and outstanding, respectively | 2,730 | 2,730 |
Additional paid in capital | 12,355 | 12,355 |
Accumulated deficit | (1,780,777) | (1,673,775) |
Total Stockholders' Deficit | (1,765,687) | (1,658,685) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 13,011 | 13,806 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value, $0.0001, 10,000,000 shares authorized, Series A Convertible Preferred, 50,000 and 50,000 shares issued and outstanding, respectively | $ 5 | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 27,297,960 | 27,297,960 |
Common stock, shares outstanding | 27,297,960 | 27,297,960 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | $ 5,565 | $ 89,786 |
COST OF REVENUE | 4,071 | 93,269 |
GROSS PROFIT (LOSS) | 1,494 | (3,483) |
OPERATING EXPENSES | ||
Salaries and salary related costs | 600 | 16,236 |
Professional fees | 46,843 | 62,102 |
Rent expense | 285 | 1,265 |
General and administrative expenses | 16,050 | 23,336 |
Total Operating Expenses | 63,778 | 102,939 |
OPERATING LOSS | (62,284) | (106,422) |
OTHER EXPENSE | ||
Interest expense | (44,050) | (40,296) |
Total other expense | (44,050) | (40,296) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (106,334) | (146,718) |
Provision for income taxes | 668 | |
NET LOSS | $ (107,002) | $ (146,718) |
Net loss per share | $ 0 | $ (0.01) |
Weighted average common shares outstanding | 27,297,960 | 27,297,960 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital Common [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 5 | $ 2,730 | $ 12,355 | $ (1,275,914) | $ (1,260,824) |
Balance, shares at Dec. 31, 2017 | 50,000 | 27,297,960 | |||
Net loss for the period | (146,718) | (146,718) | |||
Balance at Mar. 31, 2018 | $ 5 | $ 2,730 | 12,355 | (1,422,632) | (1,407,542) |
Balance, shares at Mar. 31, 2018 | 50,000 | 27,297,960 | |||
Net loss for the period | (71,621) | (71,621) | |||
Balance at Jun. 30, 2018 | $ 5 | $ 2,730 | 12,355 | (1,494,253) | (1,479,163) |
Balance, shares at Jun. 30, 2018 | 50,000 | 27,297,960 | |||
Net loss for the period | (114,528) | (114,528) | |||
Balance at Sep. 30, 2018 | $ 5 | $ 2,730 | 12,355 | (1,608,781) | (1,593,691) |
Balance, shares at Sep. 30, 2018 | 50,000 | 27,297,960 | |||
Net loss for the period | (64,994) | (64,994) | |||
Balance at Dec. 31, 2018 | $ 5 | $ 2,730 | 12,355 | (1,673,775) | (1,658,685) |
Balance, shares at Dec. 31, 2018 | 50,000 | 27,297,960 | |||
Net loss for the period | (107,002) | (107,002) | |||
Balance at Mar. 31, 2019 | $ 5 | $ 2,730 | $ 12,355 | $ (1,780,777) | $ (1,765,687) |
Balance, shares at Mar. 31, 2019 | 50,000 | 27,297,960 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | |||||
Net loss | $ (107,002) | $ (64,994) | $ (71,621) | $ (146,718) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Amortization of debt discount | 9,306 | ||||
Changes in assets and liabilities | |||||
Accounts receivable | (35) | (3,808) | |||
Accounts payable and accrued expenses | 53,393 | 45,509 | |||
Total adjustments | 53,358 | 51,007 | |||
Net cash used in operating activities | (53,644) | (95,711) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from long-term debt - related parties | 77,419 | 98,318 | |||
Repayment of long-term debt - related parties | (1,000) | ||||
Proceeds from long-term debt | 2,200 | ||||
Repayments of long-term debt | (25,805) | (4,114) | |||
Proceeds from convertible notes - related and unrelated parties | 10,000 | ||||
Net cash provided by financing activities | 52,814 | 104,204 | |||
NET INCREASE (DECREASE) IN CASH | (830) | 8,493 | |||
CASH - BEGINNING OF PERIOD | 2,347 | $ 10,211 | 1,718 | $ 1,718 | |
CASH - END OF PERIOD | 1,517 | $ 2,347 | 10,211 | $ 2,347 | |
CASH PAID DURING THE PERIOD FOR: | |||||
Interest expense | 3,869 | 2,668 | |||
Income taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS TraqIQ, Inc. (along with its wholly owned subsidiaries, referred to herein as the “Company”) was incorporated in the State of California on September 9, 2009 as Thunderclap Entertainment, Inc. On July 14, 2017, Thunderclap Entertainment, Inc. changed its name to TraqIQ, Inc. On July 19, 2017, the Company entered into a Share Exchange Agreement (“Share Exchange”) with the stockholders of OmniM2M, Inc. (“OmniM2M”) and Ci2i Services, Inc. (“Ci2i”) whereby the stockholders of Omni and Ci2i exchanged all of their respective shares, representing 100% ownership in OmniM2M and Ci2i in exchange for 12,000,000 shares of the Company’s common stock, respectively. The OmniM2M Shareholders and the Ci2i Shareholders have each been issued their respective 12,000,000 shares on a pro rata basis based on their respective holdings in OmniM2M and Ci2i in the Share Exchange Agreement. The Share Exchange was accounted for as a reverse merger whereas Ci2i is considered the accounting acquirer and TraqIQ,Inc. is considered the accounting acquiree. Accordingly, the 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. OmniM2M was formed in 2014 and is an innovative and growth-oriented company that develops and deploys “Internet of Things” (IoT) and “Mobile to Mobile” (M2M) products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. TransportIQ was formed in the State of Nevada on September 8, 2017. TransportIQ is long haul trucking carrier business that comprises contract drivers and owner operators. TransportIQ’s customers include leading third-party logistics and supply chain management providers such as C.H. Robinson. TransportIQ plans to differentiate itself from traditional carriers through the adoption of new technologies that can help TransportIQ create competitive advantages in the transportation industry, including: ● Industrial Internet of Things (IIoT) tracking devices ● Data Analytics software that can help dispatchers improve efficiency and profitability ● Blockchain transaction software to improve efficiencies with third party logistics companies The Company’s Offering Statement on Form 1-A filed with the Securities and Exchange Commission was approved on February 25, 2019 with an effective date of February 27, 2019. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 25, 2019. Interim results of operations for the three months ended March 31, 2019 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 March 31, 2019 and December 31, 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 was required for the outstanding accounts receivable as of March 31, 2019 and December 31, 2018. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven 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. OmniM2M has had and currently does have computer software development underway, however, has determined that the costs associated with this development, currently do not meet the requirements for capitalization under ASC 985-20-25. OmniM2M will continue to monitor the development of such software in relationship to the requirements under the ASC in the future to determine if capitalization is warranted. The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Management has determined that no impairment of long-lived assets is required for the periods ended March 31, 2019 and December 31, 2018. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Trucking Revenue The Company’s contracts with customers are generally on a purchase order basis and represent a single stand-alone performance obligation to transport property on behalf of a customer at a pre-determined rate. The performance obligation is satisfied at the point in time in which the delivery of property is complete and the Company generally collect payment within 30 days of delivery. Accordingly, revenue for each contract is recognized when the Company’s performance obligation is complete. There are no agency relationships in any if the services related to the trucking sector. Software Solution Revenue Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for hardware components that are purchased by the customer in connection with the solution is delivery of the purchased device, which is satisfied prior to invoicing. The Company provides a twelve-month warranty on their hardware. All units deployed by the Company are past the twelve-month period, thus the Company has not accrued for a warranty liability. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. The following is a summary of revenue for the three months ended March 31, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ - $ 79,078 Software Solution Revenue 5,565 10,708 $ 5,565 $ 89,786 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 Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. 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 February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Going Concern The Company has an accumulated deficit of $1,780,777 and a working capital deficit of $1,765,687, as of March 31, 2019, and a working capital deficit of $1,658,685 as of December 31, 2018. As a result of these factors, Management has determined that there is substantial doubt about the Company ability to continue as a going concern. These condensed 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 condensed 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. |
Current Portion - Long-Term Deb
Current Portion - Long-Term Debt Related Parties | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Current Portion - Long-Term Debt Related Parties | NOTE 3: CURRENT PORTION - LONG-TERM DEBT RELATED PARTIES The following is a summary of the current portion - long-term debt - related parties as of March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Unsecured advances - CEO (a) $ 804,655 $ 728,236 Notes payable - Satinder Thiara (b) 57,000 57,000 Promissory note – Kunaal Sikka (c) 15,000 15,000 Notes payable - Swarn Singh (d) 45,000 45,000 $ 921,655 $ 845,236 (a) This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15% annually (1.25% monthly) and are due on demand. For the three months ended March 31, 2019, the Company repaid $1,000 and the CEO made additional advances of $77,419, Interest expense on this loan for the three months ended March 31, 2019 and 2018 was $29,079 and $23,428. Accrued interest on this loan at March 31, 2019 (unaudited) and December 31, 2018 is $319,010 and $289,931, respectively. (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000) which is due on demand, December 13, 2016 ($10,000) which is due on demand, and May 1, 2018 ($25,000) which matures December 31, 2019 at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $2,138 and $1,200, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $16,510 and $14,373, respectively. Satinder Thiara is a shareholder of the Company and the CEO’s wife. (c) Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $450 and $0, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $990 and $540, respectively. (d) Note payable to Swarn Singh, father-in-law of the CEO, entered into January 2017 ($25,000) and February 2017 ($20,000) at interest rate of 15% annually (1.25% monthly). These are unsecured notes. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $1,687 and $1,687, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $14,907 and $13,220, respectively. Both notes are due December 31, 2019. The entire balance is reflected as a current liability as the amounts are either due on demand or within the next twelve months. |
Current Portion - Long-Term D_2
Current Portion - Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Current Portion - Long-Term Debt | NOTE 4: CURRENT PORTION - LONG-TERM DEBT The following is a summary of the current portion - long-term debt as of March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Promissory notes - Kabbage (a) $ 17,548 $ 36.687 Promissory notes – Loan Builder (b) 7,648 12,114 Other debt – in default (c) 6,000 6,000 Total $ 31,196 $ 54,801 (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. (c) Note payable to an individual for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the year ended December 31, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. |
Current Portion - Convertible D
Current Portion - Convertible Debt - Related and Unrelated Parties | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Current Portion - Convertible Debt - Related and Unrelated Parties | NOTE 5: CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES The following is a summary of current portion - convertible debt - related and unrelated parties as of March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Face value of notes – related party (a) $ 95,000 $ 95,000 Face value of notes – unrelated parties (a) 98,077 98,077 Excess of the fair value of shares issuable over the face value of the convertible notes (a) 48,257 48,257 $ 241,334 $ 241,334 (a) In connection with the reverse merger in July 2017, the Company and two stockholders, who had provided related party advances to the Company, agreed to exchange their related party advances for 6% Convertible Promissory Notes that were originally due on January 15, 2018 (the “Notes”) in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes to four different parties (two of which were related parties) in the principal amount of $100,000 ($70,000 to related parties). In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. The Notes bear simple interest at 6% unless the Company defaults, which increases the interest rate to 10%. The Holders, at their option, can elect to convert the principal plus any accrued interest, into shares of the Company’s common stock at a conversion rate equal to eighty percent (80%) of the average closing share price as quoted on the OTC Markets for the five (5) trading days prior to the date of conversion. During the year ended December 31, 2018, the Company received additional proceeds from a related party of $25,000 (from Dharam V. Sikka, father of CEO) pursuant to a convertible note payable issued in May 2018, with the same interest rate and conversion terms as the Notes described above, initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. Because the Notes are convertible into a variable number of shares of common stock based on a fixed dollar amount, in accordance with ASC Topic 480-10-50-2, the notes are recorded at the fair value of the shares issuable upon conversion. The excess of the fair value of shares issuable over the face value of the Notes is recorded as a discount to the note to be amortized in to interest expense over the term of the note. The Company recorded interest expense of $2,856 and $2,487 for the three months ended March 31, 2019 and 2018, respectively for these convertible notes. Accrued interest on the convertible notes was $17,835 and $14,979 at March 31, 2019 (unaudited) and December 31, 2018, respectively. The Company is not currently trading on any exchange and was not for the three months ended March 31, 2019 and year ended December 31, 2018, respectively. The Company does not have a share price and has calculated the stock-settled liability in accordance with ASC 835-30 which establishes the monetary value at settlement of these instruments at fair value. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019, the Company has 27,297,960 shares issued and outstanding. On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | nOTE 7: CONCENTRATIONS During the three months ended March 31, 2019 and 2018, the Company had two major customers comprising 78% of revenues and one major customer comprising 90% of revenues, respectively. A major customer is defined as a customer that represents 10% or greater of total revenues. There was 94% and 77% of accounts receivable for one and two customers as of March 31, 2019 and December 31, 2018, respectively. During the three months ended March 31, 2019 and 2018, approximately 54% and 85% of the Company’s cost of sales was incurred with three and four vendors, 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 | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingency | nOTE 8: CONTINGENCY During the year ended December 31, 2018, the Company charged an independent truck driver approximately $190,000 pursuant to its agreement with the driver, which entitled the Company to fees equal to $800 per day for the driver’s failure to return a trailer owned by the Company with the period prescribed by the agreement. The Company has not recognized this as income due to uncertainty of payment and will record as other income during the period in which amounts are collected. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | nOTE 9: SUBSEQUENT EVENTS On May 16, 2019, the Company entered into a Share Exchange Agreement with Mann-India Technologies Private Ltd., an Indian Corporation (“Mann”). Pursuant to the Share Exchange Agreement with Mann, the Company will acquire 100% of the shares of Mann and assume certain liabilities ($414,088 in debt and accounts payable) in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company valued at $486,912 (an average of $0.3663 per share). The warrants will be exercisable as follows: (i) 36,912 warrants immediately upon closing (value of $36,912); (ii) 859,951 warrants (value of $315,000) exercisable one-year after the date of closing; and (iii) 368,550 warrants (value of $135,000) exercisable two-years after the date of closing. The warrants that are exercisable in one-year and two-years are conditioned upon Mann achieving certain revenue figures and pre-tax profit percentages. Mann must achieve target revenue of $1.1 million (US$) and pre-tax profit of 25% (US$). Should Mann be unable to achieve these criteria, the warrants will be reduced proportionately. Closing of the acquisition is expected to occur upon the requisite due diligence and regulatory filings are completed. Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events”, through the date which the consolidated financial statements were available to be issued and there are no material subsequent events to report, other than what has been reported herein. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 25, 2019. Interim results of operations for the three months ended March 31, 2019 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 March 31, 2019 and December 31, 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 was required for the outstanding accounts receivable as of March 31, 2019 and December 31, 2018. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven 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. OmniM2M has had and currently does have computer software development underway, however, has determined that the costs associated with this development, currently do not meet the requirements for capitalization under ASC 985-20-25. OmniM2M will continue to monitor the development of such software in relationship to the requirements under the ASC in the future to determine if capitalization is warranted. The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Management has determined that no impairment of long-lived assets is required for the periods ended March 31, 2019 and December 31, 2018. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on its consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue. Trucking Revenue The Company’s contracts with customers are generally on a purchase order basis and represent a single stand-alone performance obligation to transport property on behalf of a customer at a pre-determined rate. The performance obligation is satisfied at the point in time in which the delivery of property is complete and the Company generally collect payment within 30 days of delivery. Accordingly, revenue for each contract is recognized when the Company’s performance obligation is complete. There are no agency relationships in any if the services related to the trucking sector. Software Solution Revenue Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for hardware components that are purchased by the customer in connection with the solution is delivery of the purchased device, which is satisfied prior to invoicing. The Company provides a twelve-month warranty on their hardware. All units deployed by the Company are past the twelve-month period, thus the Company has not accrued for a warranty liability. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. The following is a summary of revenue for the three months ended March 31, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ - $ 79,078 Software Solution Revenue 5,565 10,708 $ 5,565 $ 89,786 |
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 |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. |
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 February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842)”. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company has an accumulated deficit of $1,780,777 and a working capital deficit of $1,765,687, as of March 31, 2019, and a working capital deficit of $1,658,685 as of December 31, 2018. As a result of these factors, Management has determined that there is substantial doubt about the Company ability to continue as a going concern. These condensed 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 condensed 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) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following is a summary of revenue for the three months ended March 31, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ - $ 79,078 Software Solution Revenue 5,565 10,708 $ 5,565 $ 89,786 |
Current Portion - Long-Term D_3
Current Portion - Long-Term Debt Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Current Portion - Long-Term Debt Related Parties | The following is a summary of the current portion - long-term debt - related parties as of March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Unsecured advances - CEO (a) $ 804,655 $ 728,236 Notes payable - Satinder Thiara (b) 57,000 57,000 Promissory note – Kunaal Sikka (c) 15,000 15,000 Notes payable - Swarn Singh (d) 45,000 45,000 $ 921,655 $ 845,236 (a) This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15% annually (1.25% monthly) and are due on demand. For the three months ended March 31, 2019, the Company repaid $1,000 and the CEO made additional advances of $77,419, Interest expense on this loan for the three months ended March 31, 2019 and 2018 was $29,079 and $23,428. Accrued interest on this loan at March 31, 2019 (unaudited) and December 31, 2018 is $319,010 and $289,931, respectively. (b) Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000) which is due on demand, December 13, 2016 ($10,000) which is due on demand, and May 1, 2018 ($25,000) which matures December 31, 2019 at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $2,138 and $1,200, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $16,510 and $14,373, respectively. Satinder Thiara is a shareholder of the Company and the CEO’s wife. (c) Unsecured promissory note from Kunaal Sikka, the CEO’s son, dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $450 and $0, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $990 and $540, respectively. (d) Note payable to Swarn Singh, father-in-law of the CEO, entered into January 2017 ($25,000) and February 2017 ($20,000) at interest rate of 15% annually (1.25% monthly). These are unsecured notes. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $1,687 and $1,687, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $14,907 and $13,220, respectively. Both notes are due December 31, 2019. |
Current Portion - Long-Term D_4
Current Portion - Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Current Portion - Long-Term Debt | The following is a summary of the current portion - long-term debt as of March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Promissory notes - Kabbage (a) $ 17,548 $ 36.687 Promissory notes – Loan Builder (b) 7,648 12,114 Other debt – in default (c) 6,000 6,000 Total $ 31,196 $ 54,801 (a) Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. (b) Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. (c) Note payable to an individual for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the year ended December 31, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. |
Current Portion - Convertible_2
Current Portion - Convertible Debt - Related and Unrelated Parties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Convertible Debt | The following is a summary of current portion - convertible debt - related and unrelated parties as of March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Face value of notes – related party (a) $ 95,000 $ 95,000 Face value of notes – unrelated parties (a) 98,077 98,077 Excess of the fair value of shares issuable over the face value of the convertible notes (a) 48,257 48,257 $ 241,334 $ 241,334 (a) In connection with the reverse merger in July 2017, the Company and two stockholders, who had provided related party advances to the Company, agreed to exchange their related party advances for 6% Convertible Promissory Notes that were originally due on January 15, 2018 (the “Notes”) in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes to four different parties (two of which were related parties) in the principal amount of $100,000 ($70,000 to related parties). In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. The Notes bear simple interest at 6% unless the Company defaults, which increases the interest rate to 10%. The Holders, at their option, can elect to convert the principal plus any accrued interest, into shares of the Company’s common stock at a conversion rate equal to eighty percent (80%) of the average closing share price as quoted on the OTC Markets for the five (5) trading days prior to the date of conversion. |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Share Exchange Agreement [Member] - USD ($) | Dec. 01, 2017 | Jul. 19, 2017 |
OmniM2M and Ci2i [Member] | ||
Ownership interest percentage | 100.00% | |
Exchange shares of common stock | 12,000,000 | |
OmniM2M and Ci2i [Member] | Pro Rata Basis [Member] | ||
Number shares issued during period | 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 ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Cash equivalents | ||
Allowance for accounts receivable | ||
Impairment of long-lived assets | ||
Accumulated deficit | (1,780,777) | (1,673,775) |
Working capital deficit | $ 1,765,687 | $ 1,658,685 |
Minimum [Member] | ||
Property and equipment estimated useful life | 3 years | |
Maximum [Member] | ||
Property and equipment estimated useful life | 7 years |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 5,565 | $ 89,786 |
Trucking Revenue [Member] | ||
Revenue | 79,078 | |
Software Solution Revenue [Member] | ||
Revenue | $ 5,565 | $ 10,708 |
Current Portion - Long-Term D_5
Current Portion - Long-Term Debt Related Parties - Schedule of Current Portion - Long-Term Debt Related Parties (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Long term debt current - related parties | $ 921,655 | $ 845,236 | |
Unsecured advances - CEO [Member] | |||
Long term debt current - related parties | [1] | 804,655 | 728,236 |
Notes Payable - Satinder Thiara [Member] | |||
Long term debt current - related parties | [2] | 57,000 | 57,000 |
Promissory Note - Kunaal Sikka [Member] | |||
Long term debt current - related parties | [3] | 15,000 | 15,000 |
Notes Payable - Swarn Singh [Member] | |||
Long term debt current - related parties | [4] | $ 45,000 | $ 45,000 |
[1] | This is an unsecured advance from the CEO originally entered into January 1, 2015. The note bears interest at 15% annually (1.25% monthly) and are due on demand. For the three months ended March 31, 2019, the Company repaid $1,000 and the CEO made additional advances of $77,419, Interest expense on this loan for the three months ended March 31, 2019 and 2018 was $29,079 and $23,428. Accrued interest on this loan at March 31, 2019 (unaudited) and December 31, 2018 is $319,010 and $289,931, respectively. | ||
[2] | Notes payable to Satinder Thiara entered into May 25, 2016 ($22,000) which is due on demand, December 13, 2016 ($10,000) which is due on demand, and May 1, 2018 ($25,000) which matures December 31, 2019 at interest rate of 15% annually (1.25% monthly). These are unsecured loans. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $2,138 and $1,200, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $16,510 and $14,373, respectively. Satinder Thiara is a shareholder of the Company and the CEO's wife. | ||
[3] | Unsecured promissory note from Kunaal Sikka, the CEO's son, dated September 13, 2018, in the amount of $15,000, maturing on December 31, 2019, and accruing interest at an annual rate of 12%. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $450 and $0, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $990 and $540, respectively. | ||
[4] | Note payable to Swarn Singh, father-in-law of the CEO, entered into January 2017 ($25,000) and February 2017 ($20,000) at interest rate of 15% annually (1.25% monthly). These are unsecured notes. Interest expense on these loans for the three months ended March 31, 2019 and 2018 was $1,687 and $1,687, respectively. Accrued interest on these loans at March 31, 2019 (unaudited) and December 31, 2018 is $14,907 and $13,220, respectively. Both notes are due December 31, 2019. |
Current Portion - Long-Term D_6
Current Portion - Long-Term Debt Related Parties - Schedule of Current Portion - Long-Term Debt Related Parties (Details) (Parenthetical) - USD ($) | Sep. 13, 2018 | Feb. 28, 2017 | Jan. 31, 2017 | Jan. 01, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | May 01, 2018 | Dec. 13, 2016 | May 25, 2016 |
Repayments of long term debt - related parties | $ 1,000 | |||||||||
Additional advance from related party | 77,419 | 98,318 | ||||||||
Kunaal Sikka [Member] | ||||||||||
Loan bears annual interest rate | 12.00% | |||||||||
Interest expense | 450 | 0 | ||||||||
Accrued interest | 990 | $ 540 | ||||||||
Debt instrument maturity date | Dec. 31, 2019 | |||||||||
Advance from related party debt | $ 15,000 | |||||||||
Swarn Singh [Member] | ||||||||||
Loan bears annual interest rate | 15.00% | 15.00% | ||||||||
Loan bears monthly interest rate | 1.25% | 1.25% | ||||||||
Interest expense | 1,687 | 1,687 | ||||||||
Accrued interest | $ 14,907 | 13,220 | ||||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2019 | ||||||||
Notes payable | $ 20,000 | $ 25,000 | ||||||||
Notes Payable to Satinder Thiara [Member] | ||||||||||
Loan bears annual interest rate | 15.00% | |||||||||
Loan bears monthly interest rate | 1.25% | |||||||||
Interest expense | $ 2,138 | 1,200 | ||||||||
Accrued interest | $ 16,510 | 14,373 | ||||||||
Note payable to related parties | $ 25,000 | $ 10,000 | $ 22,000 | |||||||
Debt instrument maturity date | Dec. 31, 2019 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Loan bears annual interest rate | 15.00% | |||||||||
Loan bears monthly interest rate | 1.25% | |||||||||
Repayments of long term debt - related parties | $ 1,000 | |||||||||
Additional advance from related party | 77,419 | |||||||||
Interest expense | 29,079 | $ 23,428 | ||||||||
Accrued interest | $ 319,010 | $ 289,931 |
Current Portion - Long-Term D_7
Current Portion - Long-Term Debt - Schedule of Current Portion - Long-Term Debt (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Long term debt, total | $ 31,196 | $ 54,801 | |
Promissory Notes - Kabbage [Member] | |||
Long term debt, total | [1] | 17,548 | 36,687 |
Promissory Notes - Loan Builder [Member] | |||
Long term debt, total | [2] | 7,648 | 12,114 |
Other Debt - in Default [Member] | |||
Long term debt, total | [3] | $ 6,000 | $ 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] | Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. | ||
[3] | Note payable to an individual for $7,500, issued in May 2018 as consideration for services, due in June 2018, and bearing no interest. During the year ended December 31, 2018, the Company made a payment of $1,500 against the note and the Company has withheld payment of the remaining amount pending receipt of amounts due from the service provider. |
Current Portion - Long-Term D_8
Current Portion - Long-Term Debt - Schedule of Current Portion - Long-Term Debt (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Aug. 31, 2018 | May 31, 2018 | |
Promissory Notes - Loan Builder [Member] | |||
Business loan agreement, amount payable | $ 18,000 | ||
Debt periodic payment description | Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. | ||
Periodic payment of debt | $ 409 | ||
Other Debt - in Default [Member] | |||
Note payable to related parties | $ 7,500 | ||
Payment of notes payable | $ 1,500 |
Current Portion - Convertible_3
Current Portion - Convertible Debt - Related and Unrelated Parties (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Proceeds from convertible debt - related parties | $ 10,000 | ||
Convertible Promissory Notes [Member] | |||
Interest expense | 2,856 | $ 2,487 | |
Accrued interest | $ 17,835 | $ 14,979 | |
Satinder Thiara And Dharam V. Sikka [Member] | |||
Proceeds from convertible debt - related parties | $ 25,000 | ||
Debt maturing date | Mar. 31, 2019 |
Current Portion - Convertible_4
Current Portion - Convertible Debt - Related and Unrelated Parties - Summary of Carrying Value of Convertible Debt (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Excess of the fair value of shares issuable over the face value of the convertible notes | [1] | $ 48,257 | $ 48,257 |
Convertible debt current - Related and unrelated parties | 241,334 | 241,334 | |
Related Party [Member] | |||
Face value of notes | [1] | 95,000 | 95,000 |
Unrelated Parties [Member] | |||
Face value of notes | [1] | $ 98,077 | $ 98,077 |
[1] | In connection with the reverse merger in July 2017, the Company and two stockholders, who had provided related party advances to the Company, agreed to exchange their related party advances for 6% Convertible Promissory Notes that were originally due on January 15, 2018 (the "Notes") in the amount of $68,077. From August 2017 through November 2017, the Company issued additional notes to four different parties (two related parties - one in 2017 and two in 2018) in the principal amount of $120,000 ($70,000 to related parties). In January 2018, the holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. The Notes bear simple interest at 6% unless the Company defaults, which increases the interest rate to 10%. The Holders, at their option, can elect to convert the principal plus any accrued interest, into shares of the Company's common stock at a conversion rate equal to eighty percent (80%) of the average closing share price as quoted on the OTC Markets for the five (5) trading days prior to the date of conversion. |
Current Portion - Convertible_5
Current Portion - Convertible Debt - Related and Unrelated Parties - Summary of Carrying Value of Convertible Debt (Details) (Parenthetical) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Jul. 31, 2017USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2018d | |
Proceeds from convertible debt - related parties | $ 10,000 | |||||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | ||||||
Convertible debt percentage | 6.00% | 6.00% | ||||
Debt due date | Jan. 15, 2018 | Mar. 31, 2019 | ||||
Convertible debt | $ 68,077 | |||||
Debt maturity description | The holders of the Notes agreed to extend the maturity to April 30, 2018, and in April 2018, agreed to further extend the maturity of certain notes to June or July 2018. During the year ended December 31, 2018, the maturity of the notes were further extended to March 31, 2019 and then again to periods ranging from June 30, 2019 to December 31, 2019. | |||||
Debt interest rate increases during the period | 10.00% | |||||
Debt into shares of common stock at conversion rate | 80.00% | |||||
Debt trading days | d | 5 | |||||
Four Related Parties [Member] | Convertible Promissory Notes [Member] | ||||||
Proceeds from convertible debt - related parties | $ 100,000 | |||||
Related Parties [Member] | Convertible Promissory Notes [Member] | ||||||
Proceeds from convertible debt - related parties | $ 70,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Aug. 02, 2017USD ($)$ / sharesshares | Jul. 19, 2017shares | Mar. 31, 2019d$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | shares | 27,297,960 | 27,297,960 | ||
Common stock, shares outstanding | shares | 27,297,960 | 27,297,960 | ||
Series A Convertible Preferred Stock [Member] | ||||
Convertible debt percentage | 85.00% | |||
Debt trading days | d | 20 | |||
Conversion price description | (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than par value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the OTC Markets, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices) (the "Per Share Market Value"). | |||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | ||||
Preferred stock, par value | $ / shares | $ 500 | |||
Series A Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | ||||
Number of common stock shares issued during the period | shares | 50,000 | 50,000 | ||
Shares issued price per share | $ / shares | $ 0.20 | |||
Number of common stock value issued during the period | $ | $ 10,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | |||
Concentration risk percentage | 10.00% | ||
Sales Revenue, Net [Member] | Two Major Customers [Member] | |||
Concentration risk percentage | 78.00% | 90.00% | |
Accounts Receivable [Member] | One Major Customer [Member] | |||
Concentration risk percentage | 94.00% | ||
Accounts Receivable [Member] | Two Major Customer [Member] | |||
Concentration risk percentage | 77.00% | ||
Accounts Payable [Member] | Three Vendors [Member] | |||
Concentration risk percentage | 54.00% | ||
Accounts Payable [Member] | Four Vendors [Member] | |||
Concentration risk percentage | 85.00% |
Contingency (Details Narrative)
Contingency (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency pursuant to agreement with driver | $ 190,000 |
Loss contingency, eligibility of company fees, per day | $ 800 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | May 16, 2019USD ($)$ / sharesshares |
Percentage of voting interest acquired | 100.00% |
Debt and accounts payable | $ 414,088 |
Warrant term | 5 years |
Number of warrants exercisable | shares | 1,329,272 |
Number of warrants exercisable, value | $ 486,912 |
Exercisable average price per share | $ / shares | $ .3663 |
Target revenue | $ 1,100,000 |
Pre-tax profit percentage | 25.00% |
Immediately Upon Closing [Member] | |
Number of warrants exercisable | shares | 36,912 |
Number of warrants exercisable, value | $ 36,912 |
One Year After The Date Of Closing [Member] | |
Number of warrants exercisable | shares | 859,951 |
Number of warrants exercisable, value | $ 315,000 |
Two Years After The Date Of Closing [Member] | |
Number of warrants exercisable | shares | 368,550 |
Number of warrants exercisable, value | $ 135,000 |
Revenue Figures [Member] | |
Warrants that are exercisable, period | 1 year |
Pre-Tax Profit Percentages [Member] | |
Warrants that are exercisable, period | 2 years |