Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 30, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | TRAQIQ, INC. | |
Entity Central Index Key | 0001514056 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,297,960 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | |
Current Assets: | |||
Cash | $ 2,687 | $ 2,347 | |
Accounts receivable, net | 625,758 | 11,459 | |
Prepaid expenses and other current assets | 175,328 | ||
Total Current Assets | 803,773 | 13,806 | |
Fixed assets, net | 66,825 | ||
Intangible assets, net | 1,029,819 | ||
Restricted cash | 188,741 | ||
Long-term investment | 43,009 | ||
Right-of-use asset | 565,721 | ||
Other assets | 38,633 | ||
Total Non-current Assets | 1,932,748 | ||
TOTAL ASSETS | 2,736,521 | 13,806 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 795,078 | 531,120 | |
Cash overdraft | 392,216 | ||
Accrued payroll and related taxes | 328,868 | ||
Accrued taxes and duties payable | 67,705 | ||
Deferred revenues | 3,162 | ||
Current portion - lease liability | 120,645 | ||
Current portion - long-term debt - related parties | 1,165,009 | 845,236 | |
Current portion - long-term debt | 89,821 | 54,801 | |
Current portion - convertible debt - long-term debt - related and unrelated parties | [1] | 241,334 | 241,334 |
Total Current Liabilities | 3,203,838 | 1,672,491 | |
Long-term debt, net of current portion | 23,110 | ||
Lease liability, net of current portion | 456,597 | ||
Deferred tax liabilities, net | 148,227 | ||
Total Non-current Liabilities | 627,934 | ||
Total Liabilities | 3,831,772 | 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 | 499,267 | 12,355 | |
Accumulated deficit | (1,617,871) | (1,673,775) | |
Accumulated other comprehensive income (loss) | 20,618 | ||
Total Stockholders' Deficit | (1,095,251) | (1,658,685) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,736,521 | 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 | |
[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 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. There are two notes that had a maturity date of June 30, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. 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 into interest expense over the term of the note. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 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 and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | $ 132,793 | $ 71,782 | $ 138,358 | $ 161,568 |
COST OF REVENUE | 86,396 | 76,916 | 90,467 | 170,185 |
GROSS PROFIT (LOSS) | 46,397 | (5,134) | 47,891 | (8,617) |
OPERATING EXPENSES | ||||
Salaries and salary related costs | 32,959 | 967 | 33,559 | 17,203 |
Professional fees | 28,506 | 23,552 | 75,349 | 85,654 |
Rent expense | 17,682 | 592 | 17,967 | 1,857 |
Depreciation and amortization expense | 10,695 | 10,695 | ||
General and administrative expenses | 30,137 | 19,576 | 46,187 | 42,912 |
Total Operating Expenses | 119,979 | 44,687 | 183,757 | 147,626 |
OPERATING LOSS | (73,582) | (49,821) | (135,866) | (156,243) |
OTHER INCOME (EXPENSE) | ||||
Bargain purchase gain | 304,160 | 304,160 | ||
Interest expense, net of interest income | (54,668) | (21,800) | (98,718) | (62,096) |
Total other income (expense) | 249,492 | (21,800) | 205,442 | (62,096) |
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 175,910 | (71,621) | 69,576 | (218,339) |
Provision for income taxes | 13,004 | 13,672 | ||
NET INCOME (LOSS) | 162,906 | (71,621) | 55,904 | (218,339) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 15,502 | 15,502 | ||
Comprehensive income (loss) | $ 178,408 | $ (71,621) | $ 71,406 | $ (218,339) |
Net income (loss) per share - basic | $ 0.01 | $ 0 | $ 0 | $ (0.01) |
Net income (loss) per share - diluted | $ 0.01 | $ 0 | $ 0 | $ (0.01) |
Weighted average common shares outstanding - basic | 27,297,960 | 27,297,960 | 27,297,960 | 27,297,960 |
Weighted average common shares outstanding - diluted | 27,347,960 | 27,297,960 | 27,322,960 | 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] | Accumulated Other Comprehensive Income (Loss) [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 income (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 | ||||
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 income (loss) for the period | (218,339) | |||||
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 | ||||
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 income (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 income (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 income (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 income (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 | ||||
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 income (loss) for the period | 55,904 | |||||
Balance at Jun. 30, 2019 | $ 5 | $ 2,730 | 499,267 | (1,617,871) | 20,618 | (1,095,251) |
Balance, shares at Jun. 30, 2019 | 50,000 | 27,297,960 | ||||
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 | ||||
Acquisition of Mann-India | 486,912 | 5,116 | 492,028 | |||
Acquisition of Mann-India, shares | ||||||
Net income (loss) for the period | 162,906 | 15,502 | 162,906 | |||
Balance at Jun. 30, 2019 | $ 5 | $ 2,730 | $ 499,267 | $ (1,617,871) | $ 20,618 | $ (1,095,251) |
Balance, shares at Jun. 30, 2019 | 50,000 | 27,297,960 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | |||||||||
Net income (loss) | $ 162,906 | $ (107,002) | $ (64,994) | $ (114,528) | $ (71,621) | $ (146,718) | $ 55,904 | $ (218,339) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||||||||
Amortization of debt discount | 15,139 | ||||||||
Bargain purchase gain | (304,160) | (304,160) | |||||||
Bad debt expense | 14,311 | ||||||||
Depreciation and amortization | 10,695 | 10,695 | |||||||
Lease cost, net of repayment | 2,880 | ||||||||
Foreign currency (gain) loss | (277) | ||||||||
Deferred tax provision | 9,104 | ||||||||
Changes in assets and liabilities | |||||||||
Accounts receivable | (121,591) | 1,433 | |||||||
Prepaid expenses and other current assets | 48,589 | (17,618) | |||||||
Other assets | (4,276) | ||||||||
Accounts payable and accrued expenses | 81,607 | 72,660 | |||||||
Accrued payroll and payroll taxes | 3,239 | ||||||||
Accrued duties and taxes | 940 | ||||||||
Deferred revenue | (456) | ||||||||
Total adjustments | (259,395) | 71,614 | |||||||
Net cash used in operating activities | (203,491) | (146,725) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
Cash received in acquisition of Mann | 234 | ||||||||
Restricted cash received in acquisition of Mann | 185,399 | ||||||||
Net cash provided by investing activities | 185,633 | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
Decrease in cash overdraft | (78,801) | ||||||||
Proceeds from long-term debt - related parties | 326,273 | 108,244 | |||||||
Repayment of long-term debt - related parties | (6,500) | ||||||||
Proceeds from long-term debt | 13,000 | ||||||||
Repayments of long-term debt | (47,033) | (1,873) | |||||||
Proceeds from convertible notes - related and unrelated parties | 40,000 | ||||||||
Net cash provided by financing activities | 206,939 | 146,371 | |||||||
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | 189,081 | (354) | |||||||
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD | $ 2,347 | $ 1,364 | $ 1,718 | 2,347 | 1,718 | $ 1,718 | |||
CASH AND RESTRICTED CASH - END OF PERIOD | $ 191,428 | $ 2,347 | $ 1,364 | 191,428 | 1,364 | $ 2,347 | |||
CASH PAID DURING THE PERIOD FOR: | |||||||||
Interest expense | 13,177 | 1,750 | |||||||
Income taxes | |||||||||
Acquisition of Mann: | |||||||||
Accounts receivable | 506,951 | ||||||||
Prepaid and other current assets | 215,191 | ||||||||
Right-of-use asset | 576,566 | ||||||||
Fixed assets | 68,260 | ||||||||
Other assets | 37,950 | ||||||||
Investment | 42,248 | ||||||||
Intangible assets | 1,019,580 | ||||||||
Accounts payable and accrued expenses | (173,498) | ||||||||
Accrued payroll and related taxes | (325,629) | ||||||||
Accrued duties and taxes | (66,765) | ||||||||
Lease liability | (585,207) | ||||||||
Deferred revenue | (3,618) | ||||||||
Deferred tax liability | (140,143) | ||||||||
Long-term debt | (90,314) | ||||||||
Cash overdraft | (471,017) | ||||||||
Accumulated other comprehensive income (loss) | (5,116) | ||||||||
Cash | 234 | ||||||||
Restricted cash | 185,399 | ||||||||
Total net assets acquired | 791,072 | ||||||||
Consideration per Share Exchange Agremeent | 486,912 | ||||||||
Goodwill/(Bargain Purchase Gain) | $ (304,160) |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 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. 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 acquired 100% of the shares of Mann and assumed certain net liabilities 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) 100,771 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. This transaction is being recorded as a business combination under ASC 805. 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. Mann was established in May 2000 and is headquartered in New Delhi, India. Mann is a leading software development company with which the advent of technology, has evolved as a mature and fast growing company committed to provide reliable and cost-effective software solutions across industries all over the world. Mann has its own experienced team of software developers dedicated towards developing various kinds of customized software. Mann’s provides services in the following areas: technology consultancy; business analytics and intelligence; enterprise mobility; enterprise application integration; crypto currency and blockchain implementation; software factory; and IT modernization. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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. Foreign Currency Transactions The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries other than Mann whose functional currency is the Indian Rupee. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss). Reclassification Certain prior period amounts have been reclassified to conform with current period presentation with no effect on the Company’s net loss, total assets, liabilities equity or cash flows. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has no cash equivalents as of June 30, 2019 and December 31, 2018. Restricted Cash The Company’s restricted cash balance consists of time deposits with financial institutions which are valued at cost and approximate fair value. Interest earned on these deposits in included in interest income. The carrying value of our restricted cash at June 30, 2019 and December 31, 2018 was $188,741 and $0, respectively. The balances consist of time deposits pledged with financial institutions for a Line of Credit facility taken from Andhra Bank, issuance of overdraft limit. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that an allowance of $70,273 and $0, respectively was required for the outstanding accounts receivable as of June 30, 2019 and December 31, 2018. Property and Equipment and Long-Lived Assets Fixed assets are stated at cost. Depreciation on fixed assets are computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Intangible assets with definite useful lives are stated at cost less accumulated amortization. Intangible assets represent purchased intangible assets and internally generated intangible assets of Mann which includes developed technology, software and international databases. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives. 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 has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Management has determined that no impairment of long-lived assets is required for the periods ended June 30, 2019 and December 31, 2018. Capitalized Software Costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred. The Company has not capitalized any cost for software development for the six months ended June 30, 2019 and 2018, respectively. All capitalized software costs of the Company were acquired from Mann. 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. Professional Service Revenue Mann generally derives its revenues from professional and support services, which includes revenue generated from software development projects and associated fees for consulting, implementation, training, and project management provided to customers using their systems. Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing customization of software’s, selling of licenses, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for consulting and technical support is delivered on as the work is being performed, which is satisfied prior to invoicing. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of- completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. Unbilled revenue represent earnings in excess of billings as at the end of the reporting period. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations. Mann has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized ratably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues. 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 six months ended June 30, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ - $ 143,752 Professional Services Revenue 129,913 - Software Solution Revenue 8,445 17,816 $ 138,358 $ 161,568 Costs of Services Provided Costs of services provided consist of data processing costs, customer support costs including personnel costs to maintain the Company’s proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense is not included in costs of services provided. Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, less current portion in the Company’s unaudited balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. TraqIQ, Inc., Ci2i, OmniM2M and TransportIQ file a consolidated income tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. Mann files income tax returns in all India 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. The India tax returns of Mann are subject to examination by the India Income Tax Department and India state taxing authority, generally for 12 months after the relevant tax year, 24 months after the relevant tax year in case transfer pricing provisions are applicable. Fair Value of Financial Instruments ASC 825, “ Financial Instruments Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible instruments are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. 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. Retirement Benefits to Employees Defined Contribution Plan In India, the employees receive benefits from a provident fund, where the employer and employees each make monthly contributions to the plan at a pre-determined rate to the Regional Provident Fund Commissioner. Employer’s contributions to the fund is charged as an expense in the Statements of Operations. Defined Benefit Plan In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, Mann provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by Mann. Mann records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. Mann reserves its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. Mann’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation. Other Long-Term Employee Benefits Mann’s net obligation in respect of leave encashment is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities at the reporting date that have maturity dates approximating the terms of Mann’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized. Investments The Company’s investments are in debt and equity instruments. These investments are accounted for in accordance with ASC 320 Investments – Debt Securities and ASC 321 Investments – Equity Securities. Interest earned under such investments are included in interest income. Recently Issued Accounting Standards 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 $1,617,870 and a working capital deficit of $2,400,065, as of June 30, 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. In May 2019, the Company acquired 100% of the shares of Mann and assumed certain net liabilities in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company valued at $486,912 (an average of $0.3663 per share). This acquisition will assist the Company in operations and cash flow. 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 and the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations, are necessary for the Company to continue operations. |
Acquisition of Mann
Acquisition of Mann | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Mann | NOTE 3: ACQUISITION OF MANN 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 acquired 100% of the shares of Mann and assumed certain net liabilities) 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) 100,771 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. The Company acquired the assets and liabilities noted below in exchange for the warrants noted herein and accounted for the acquisition in accordance with ASC 805. As a result, total consideration was equal to the value of the warrants of $486,912, as stated in the agreement, and the Company recognized a gain on bargain purchase in the amount of $304,160. In accordance with ASC 805-20-50-4A, based on the book values which approximate fair values at the effective date of acquisition, the purchase price was recorded as follows: Cash (including restricted cash of $185,399) $ 185,633 Accounts receivables, net 506,951 Prepaid expenses and other current assets 215,191 Right-of-use asset 576,566 Fixed assets 68,260 Intangible assets 1,019,580 Investment 42,248 Other assets 37,950 Accounts payable and accrued expenses (173,498 ) Accrued payroll and related taxes (325,629 ) Accrued duties and taxes (66,765 ) Lease liability (585,207 ) Deferred revenue (3,618 ) Deferred tax liability (140,143 ) Cash overdraft (471,017 ) Long-term debt – related parties (61,358 ) Long-term debt (28,956 ) Accumulated other comprehensive income (loss) (5,116 ) $ 791,072 Note that the initial accounting for the business combination is currently incomplete, as fair value amounts are still being determined, therefore all amounts presented herein are provisional and subject to final review and adjustment: The intangible assets represent software development costs that are being amortized over ten years. The difference between the net assets acquired of $791,072, and the consideration paid (in the form of warrants) of $486,912 represents a bargain purchase gain of $304,160. Since the acquisition Mann has recorded $129,913 in revenues and a profit of $296,418 (inclusive of a bargain purchase gain of $304,160) that are included in consolidated results. The following table shows pro-forma results for the six months June 30, 2019 and year ended December 31, 2018 as if the acquisition had occurred on January 1, 2018. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Mann and the Company. For the six months ended June 30, 2019 For the year ended December 31, 2018 Revenues $ 270,920 $ 1,236,665 Net income (loss) $ 76,365 $ (726,273 ) Net income (loss) per share $ 0.00 $ (0.03 ) |
Cash and Restricted Cash
Cash and Restricted Cash | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Restricted Cash | NOTE 4: CASH AND RESTRICTED CASH Cash and restricted cash is as follows: June 30, 2019 (unaudited) December 31, 2018 Cash on hand $ 325 $ - Bank balances 2,362 2,347 Restricted cash 188,741 - Total $ 191,428 $ 2,347 ASU 2016-18, “Statements of Cash Flows” (Topic 230) was adopted by the Company in 2017. In accordance with this standard, restricted cash and restricted cash equivalents is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Statements of Cash Flows. During the six months ended June 30, 2019 and year ended December 31, 2018, there were no cash equivalents. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5: PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: June 30, 2019 (unaudited) December 31, 2018 Estimated Life Furniture and fixtures $ 173,609 $ - 10 years Office equipment 31,534 - 5 years Vehicles 63,487 - 8 years Computer equipment 400,347 - 3-6 years 668,977 - Less: accumulated depreciation (602,152 ) - Net $ 66,825 $ - Depreciation expense for the six months ended June 30, 2019 and 2018 was $2,641 and $0, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6: INTANGIBLE ASSETS The Company’s intangible assets are as follows: June 30, 2019 (unaudited) December 31, Estimated Life Developed Technology $ 1,757,635 $ - 10 years Less: accumulated amortization (727,816 ) - Net $ 1,029,819 $ - Amortization expense for the six months ended June 30, 2019 and 2018 was $8,054 and $0, respectively. |
Long-Term Investment
Long-Term Investment | 6 Months Ended |
Jun. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Long-Term Investment | NOTE 7: LONG-TERM INVESTMENT The Company’s long-term investment is as follows: June 30, 2019 (unaudited) December 31, 2018 Equity Security – Compulsorily Convertible Debenture $ 43,009 $ - The investment the Company has in a Compulsorily Convertible Debenture are neither to be redeemed by the issuing entity nor are redeemable at the option of the investor, therefore this has been considered an equity security. The Company has elected to measure the equity security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Current Portion - Long-Term Deb
Current Portion - Long-Term Debt Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Current Portion - Long-Term Debt Related Parties | NOTE 8: CURRENT PORTION - LONG-TERM DEBT RELATED PARTIES The following is a summary of the current portion - long-term debt - related parties as of June 30, 2019 and December 31, 2018: June 30, 2019 (unaudited) December 31, 2018 Unsecured advances - CEO (a) $ 1,048,009 $ 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 $ 1,165,009 $ 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 six months ended June 30, 2019, the Company repaid $6,500 and the CEO made additional advances of $326,273, Interest expense on this loan for the six months ended June 30, 2019 and 2018 was $64,913 and $47,008. Accrued interest on this loan at June 30, 2019 (unaudited) and December 31, 2018 is $354,844 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 six months ended June 30, 2019 and 2018 was $4,275 and $3,025, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $18,648 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 six months ended June 30, 2019 and 2018 was $900 and $0, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $1,440 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 six months ended June 30, 2019 and 2018 was $3,375 and $3,375, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $16,595 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. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 9: LONG-TERM DEBT The following is a summary of the long-term debt as of June 30, 2019 and December 31, 2018: June 30, 2019 (unaudited) December 31, 2018 Promissory notes - Kabbage (a) $ 11,977 $ 36.687 Promissory notes – Loan Builder (b) 2,791 12,114 Other debt – in default (c) 6,000 6,000 Yukti Securities Private Limited (d) 4,816 - Lathika Regunathan (e) 5,307 - Noor Qazi (f) 52,254 - Auto loan – ICICI Bank (g) 29,786 - Total $ 112,931 $ 54,801 Current portion (89,821 ) (54,801 ) Long-term debt, net of current portion $ 23,110 $ (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. (d) Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. (e) Unsecured loan from Lathika Regunathan, individual, is due on demand. (f) Unsecured loan from Noor Qazi, individual, is due on demand. (g) Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $752, through maturity in May 2023. Of the amount outstanding, the following represents the maturity: Current (2019-2020) - $6,676; 2020-2021 - $7,288; 2021-2022 - $7,952; and 2022-2023 - $7,870. |
Current Portion - Convertible D
Current Portion - Convertible Debt - Related and Unrelated Parties | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Current Portion - Convertible Debt - Related and Unrelated Parties | NOTE 10: CURRENT PORTION - CONVERTIBLE DEBT – RELATED AND UNRELATED PARTIES The following is a summary of current portion - convertible debt - related and unrelated parties as of June 30, 2019 and December 31, 2018: June 30, 2019 (unaudited) 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. There are two notes that had a maturity date of June 30, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. 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 into interest expense over the term of the note. The Company recorded interest expense of $5,745 and $4,875 for the six months ended June 30, 2019 and 2018, respectively for these convertible notes. Accrued interest on the convertible notes was $20,723 and $14,979 at June 30, 2019 (unaudited) and December 31, 2018, respectively. The Company is not currently trading on any exchange and was not for the six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 11: 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 June 30, 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. Warrants 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 acquired 100% of the shares of Mann and assumed certain net liabilities 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) 100,771 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 value of the transaction totaled $486,912 and is reflected as an increase to additional paid in capital. |
Operating Lease
Operating Lease | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Operating Lease | NOTE 12: OPERATING LEASE The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance on January 1, 2019. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. The lease right of use asset of $576,566 will be amortized on a straight-line basis over the term of the lease. For the six months ended June 30, 2019 the Company recorded a rent expense of $17,064. As of June 30, 2019, the value of the unamortized lease right of use asset is $565,721. As of June 30, 2019, the Company’s lease liability was $577,242. Remaining Lease Obligation by calendar year (undiscounted cash flows) 2019 $ 59,806 2020 122,343 2021 125,670 2022 131,611 2023 140,695 2024 144,520 2025 and thereafter 163,494 Total lease payments 888,139 Less: Imputed interest 310,897 Present value of lease liabilities $ 577,242 |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | nOTE 13: CONCENTRATIONS During the six months ended June 30, 2019 and 2018, the Company had two major customers comprising 93% 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 89% and 77% of accounts receivable for three and two customers as of June 30, 2019 and December 31, 2018, respectively. During the six months ended June 30, 2018, approximately 85% of the Company’s cost of sales was incurred through the use of four vendors. The Company does not believe that the risk associated with these customers or vendors will have an adverse effect on the business. |
Contingency
Contingency | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingency | nOTE 14: 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 | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | nOTE 15: SUBSEQUENT EVENTS 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. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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. |
Foreign Currency Transactions | Foreign Currency Transactions The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries other than Mann whose functional currency is the Indian Rupee. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss). |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform with current period presentation with no effect on the Company’s net loss, total assets, liabilities equity or cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has no cash equivalents as of June 30, 2019 and December 31, 2018. |
Restricted Cash | Restricted Cash The Company’s restricted cash balance consists of time deposits with financial institutions which are valued at cost and approximate fair value. Interest earned on these deposits in included in interest income. The carrying value of our restricted cash at June 30, 2019 and December 31, 2018 was $188,741 and $0, respectively. The balances consist of time deposits pledged with financial institutions for a Line of Credit facility taken from Andhra Bank, issuance of overdraft limit. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that an allowance of $70,273 and $0, respectively was required for the outstanding accounts receivable as of June 30, 2019 and December 31, 2018. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Fixed assets are stated at cost. Depreciation on fixed assets are computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Intangible assets with definite useful lives are stated at cost less accumulated amortization. Intangible assets represent purchased intangible assets and internally generated intangible assets of Mann which includes developed technology, software and international databases. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives. 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 has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company will assess the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the time they do have intangible assets. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company will measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Management has determined that no impairment of long-lived assets is required for the periods ended June 30, 2019 and December 31, 2018. |
Capitalized Software Costs | Capitalized Software Costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred. The Company has not capitalized any cost for software development for the six months ended June 30, 2019 and 2018, respectively. All capitalized software costs of the Company were acquired from Mann. |
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. Professional Service Revenue Mann generally derives its revenues from professional and support services, which includes revenue generated from software development projects and associated fees for consulting, implementation, training, and project management provided to customers using their systems. Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing customization of software’s, selling of licenses, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for consulting and technical support is delivered on as the work is being performed, which is satisfied prior to invoicing. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of- completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. Unbilled revenue represent earnings in excess of billings as at the end of the reporting period. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations. Mann has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized ratably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues. 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 six months ended June 30, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ - $ 143,752 Professional Services Revenue 129,913 - Software Solution Revenue 8,445 17,816 $ 138,358 $ 161,568 |
Costs of Services Provided | Costs of Services Provided Costs of services provided consist of data processing costs, customer support costs including personnel costs to maintain the Company’s proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense is not included in costs of services provided. |
Lease Obligations | Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, less current portion in the Company’s unaudited balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. |
Income Taxes | Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. TraqIQ, Inc., Ci2i, OmniM2M and TransportIQ file a consolidated income tax return in the U.S. federal tax jurisdiction and various state tax jurisdictions. Mann files income tax returns in all India 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. The India tax returns of Mann are subject to examination by the India Income Tax Department and India state taxing authority, generally for 12 months after the relevant tax year, 24 months after the relevant tax year in case transfer pricing provisions are applicable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “ Financial Instruments |
Fair Value Measurements | Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible instruments are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. 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. |
Retirement Benefits to Employees | Retirement Benefits to Employees Defined Contribution Plan In India, the employees receive benefits from a provident fund, where the employer and employees each make monthly contributions to the plan at a pre-determined rate to the Regional Provident Fund Commissioner. Employer’s contributions to the fund is charged as an expense in the Statements of Operations. Defined Benefit Plan In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, Mann provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by Mann. Mann records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. Mann reserves its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. Mann’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation. Other Long-Term Employee Benefits Mann’s net obligation in respect of leave encashment is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities at the reporting date that have maturity dates approximating the terms of Mann’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized. |
Investments | Investments The Company’s investments are in debt and equity instruments. These investments are accounted for in accordance with ASC 320 Investments – Debt Securities and ASC 321 Investments – Equity Securities. Interest earned under such investments are included in interest income. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 $1,617,870 and a working capital deficit of $2,400,065, as of June 30, 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. In May 2019, the Company acquired 100% of the shares of Mann and assumed certain net liabilities in exchange for warrants exercisable over a five-years to purchase 1,329,272 shares of common stock of the Company valued at $486,912 (an average of $0.3663 per share). This acquisition will assist the Company in operations and cash flow. 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 and the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations, are necessary for the Company to continue operations. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following is a summary of revenue for the six months ended June 30, 2019 and 2018, disaggregated by type: 2019 2018 Trucking Revenue $ - $ 143,752 Professional Services Revenue 129,913 - Software Solution Revenue 8,445 17,816 $ 138,358 $ 161,568 |
Acquisition of Mann (Tables)
Acquisition of Mann (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquistion | In accordance with ASC 805-20-50-4A, based on the book values which approximate fair values at the effective date of acquisition, the purchase price was recorded as follows: Cash (including restricted cash of $185,399) $ 185,633 Accounts receivables, net 506,951 Prepaid expenses and other current assets 215,191 Right-of-use asset 576,566 Fixed assets 68,260 Intangible assets 1,019,580 Investment 42,248 Other assets 37,950 Accounts payable and accrued expenses (173,498 ) Accrued payroll and related taxes (325,629 ) Accrued duties and taxes (66,765 ) Lease liability (585,207 ) Deferred revenue (3,618 ) Deferred tax liability (140,143 ) Cash overdraft (471,017 ) Long-term debt – related parties (61,358 ) Long-term debt (28,956 ) Accumulated other comprehensive income (loss) (5,116 ) $ 791,072 |
Schedule of Proforma for Business Acquisition | These unaudited pro forma results of operations are based on the historical financial statements and related notes of Mann and the Company. For the six months ended June 30, 2019 For the year ended December 31, 2018 Revenues $ 270,920 $ 1,236,665 Net income (loss) $ 76,365 $ (726,273 ) Net income (loss) per share $ 0.00 $ (0.03 ) |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Restricted Cash | Cash and restricted cash is as follows: June 30, 2019 (unaudited) December 31, 2018 Cash on hand $ 325 $ - Bank balances 2,362 2,347 Restricted cash 188,741 - Total $ 191,428 $ 2,347 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: June 30, 2019 (unaudited) December 31, 2018 Estimated Life Furniture and fixtures $ 173,609 $ - 10 years Office equipment 31,534 - 5 years Vehicles 63,487 - 8 years Computer equipment 400,347 - 3-6 years 668,977 - Less: accumulated depreciation (602,152 ) - Net $ 66,825 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets are as follows: June 30, 2019 (unaudited) December 31, Estimated Life Developed Technology $ 1,757,635 $ - 10 years Less: accumulated amortization (727,816 ) - Net $ 1,029,819 $ - |
Long-Term Investment (Tables)
Long-Term Investment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Long-Term Investment | The Company’s long-term investment is as follows: June 30, 2019 (unaudited) December 31, 2018 Equity Security – Compulsorily Convertible Debenture $ 43,009 $ - |
Current Portion - Long-Term D_2
Current Portion - Long-Term Debt Related Parties (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2019 and December 31, 2018: June 30, 2019 (unaudited) December 31, 2018 Unsecured advances - CEO (a) $ 1,048,009 $ 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 $ 1,165,009 $ 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 six months ended June 30, 2019, the Company repaid $6,500 and the CEO made additional advances of $326,273, Interest expense on this loan for the six months ended June 30, 2019 and 2018 was $64,913 and $47,008. Accrued interest on this loan at June 30, 2019 (unaudited) and December 31, 2018 is $354,844 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 six months ended June 30, 2019 and 2018 was $4,275 and $3,025, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $18,648 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 six months ended June 30, 2019 and 2018 was $900 and $0, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $1,440 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 six months ended June 30, 2019 and 2018 was $3,375 and $3,375, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $16,595 and $13,220, respectively. Both notes are due December 31, 2019. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following is a summary of the long-term debt as of June 30, 2019 and December 31, 2018: June 30, 2019 (unaudited) December 31, 2018 Promissory notes - Kabbage (a) $ 11,977 $ 36.687 Promissory notes – Loan Builder (b) 2,791 12,114 Other debt – in default (c) 6,000 6,000 Yukti Securities Private Limited (d) 4,816 - Lathika Regunathan (e) 5,307 - Noor Qazi (f) 52,254 - Auto loan – ICICI Bank (g) 29,786 - Total $ 112,931 $ 54,801 Current portion (89,821 ) (54,801 ) Long-term debt, net of current portion $ 23,110 $ (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. (d) Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. (e) Unsecured loan from Lathika Regunathan, individual, is due on demand. (f) Unsecured loan from Noor Qazi, individual, is due on demand. (g) Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $752, through maturity in May 2023. Of the amount outstanding, the following represents the maturity: Current (2019-2020) - $6,676; 2020-2021 - $7,288; 2021-2022 - $7,952; and 2022-2023 - $7,870. |
Current Portion - Convertible_2
Current Portion - Convertible Debt - Related and Unrelated Parties (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2019 and December 31, 2018: June 30, 2019 (unaudited) 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. There are two notes that had a maturity date of June 30, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. 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 into interest expense over the term of the note. |
Operating Lease (Tables)
Operating Lease (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Remaining Lease Obligation | Remaining Lease Obligation by calendar year (undiscounted cash flows) 2019 $ 59,806 2020 122,343 2021 125,670 2022 131,611 2023 140,695 2024 144,520 2025 and thereafter 163,494 Total lease payments 888,139 Less: Imputed interest 310,897 Present value of lease liabilities $ 577,242 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | May 16, 2019 | Dec. 01, 2017 | Jul. 19, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2019 |
Target revenue | $ 132,793 | $ 71,782 | $ 138,358 | $ 161,568 | ||||
Mann-India Technologies Private Ltd [Member] | ||||||||
Percentage of voting interest acquired | 100.00% | |||||||
Warrants term | 5 years | |||||||
Warrants to purchase common stock | 1,329,272 | |||||||
Warrants to purchase common stock, value | $ 486,912 | |||||||
Warrant exercise price | $ 0.3663 | |||||||
Target revenue | $ 129,913 | |||||||
Mann-India Technologies Private Ltd [Member] | Revenue Figures [Member] | ||||||||
Warrants term | 1 year | |||||||
Mann-India Technologies Private Ltd [Member] | Pre-Tax Profit [Member] | ||||||||
Warrants term | 2 years | |||||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | ||||||||
Percentage of voting interest acquired | 100.00% | |||||||
Warrants term | 5 years | |||||||
Warrants to purchase common stock | 1,329,272 | |||||||
Warrants to purchase common stock, value | $ 486,912 | |||||||
Warrant exercise price | $ 0.3663 | |||||||
Target revenue | $ 1,100,000 | |||||||
Pre-tax profit percentage | 25.00% | |||||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Immediately Upon Closing [Member] | ||||||||
Warrants to purchase common stock | 100,771 | |||||||
Warrants to purchase common stock, value | $ 36,912 | |||||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | One-year After the Date of Closing [Member] | ||||||||
Warrants to purchase common stock | 859,951 | |||||||
Warrants to purchase common stock, value | $ 315,000 | |||||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Two-years After the Date of Closing [Member] | ||||||||
Warrants to purchase common stock | 368,550 | |||||||
Warrants to purchase common stock, value | $ 135,000 | |||||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | ||||||||
Ownership interest percentage | 100.00% | |||||||
Exchange shares of common stock | 12,000,000 | |||||||
Share Exchange Agreement [Member] | OmniM2M and Ci2i [Member] | Pro Rata Basis [Member] | ||||||||
Number shares issued during period | 12,000,000 | |||||||
Share Exchange Agreement [Member] | 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 ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | May 31, 2019 | |
Cash equivalents | |||
Restricted cash | 188,741 | ||
Allowance for accounts receivable | 70,273 | 0 | |
Impairment of long-lived assets | |||
Accumulated deficit | (1,617,871) | (1,673,775) | |
Working capital deficit | $ 2,400,065 | $ 1,658,685 | |
Mann-India Technologies Private Ltd [Member] | |||
Percentage of voting interest acquired | 100.00% | ||
Warrants term | 5 years | ||
Warrants to purchase common stock | 1,329,272 | ||
Warrants to purchase common stock, value | $ 486,912 | ||
Warrant exercise price | $ 0.3663 | ||
Minimum [Member] | |||
Property and equipment estimated useful life | 3 years | ||
Maximum [Member] | |||
Property and equipment estimated useful life | 10 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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 132,793 | $ 71,782 | $ 138,358 | $ 161,568 |
Trucking Revenue [Member] | ||||
Revenue | 143,752 | |||
Professional Services Revenue [Member] | ||||
Revenue | 129,913 | |||
Software Solution Revenue [Member] | ||||
Revenue | $ 8,445 | $ 17,816 |
Acquisition of Mann (Details Na
Acquisition of Mann (Details Narrative) - USD ($) | May 16, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2019 |
Target revenue | $ 132,793 | $ 71,782 | $ 138,358 | $ 161,568 | ||
Gain on bargain purchase | $ 304,160 | 304,160 | 304,160 | |||
Gross profit | $ 46,397 | $ (5,134) | $ 47,891 | $ (8,617) | ||
Warrants [Member] | ||||||
Warrants to purchase common stock, value | 486,912 | |||||
Mann-India Technologies Private Ltd [Member] | ||||||
Percentage of voting interest acquired | 100.00% | |||||
Warrants term | 5 years | |||||
Warrants to purchase common stock | 1,329,272 | |||||
Warrants to purchase common stock, value | $ 486,912 | |||||
Warrant exercise price | $ 0.3663 | |||||
Target revenue | 129,913 | |||||
Gain on bargain purchase | 304,160 | |||||
Net assets acquired | 791,072 | |||||
Gross profit | $ 296,418 | |||||
Mann-India Technologies Private Ltd [Member] | Revenue Figures [Member] | ||||||
Warrants term | 1 year | |||||
Mann-India Technologies Private Ltd [Member] | Pre-Tax Profit [Member] | ||||||
Warrants term | 2 years | |||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | ||||||
Percentage of voting interest acquired | 100.00% | |||||
Warrants term | 5 years | |||||
Warrants to purchase common stock | 1,329,272 | |||||
Warrants to purchase common stock, value | $ 486,912 | |||||
Warrant exercise price | $ 0.3663 | |||||
Target revenue | $ 1,100,000 | |||||
Pre-tax profit percentage | 25.00% | |||||
Gain on bargain purchase | $ 304,160 | |||||
Useful life of intangible assets | 10 years | |||||
Net assets acquired | $ 791,072 | |||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Warrants [Member] | ||||||
Warrants to purchase common stock, value | $ 486,912 | |||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Immediately Upon Closing [Member] | ||||||
Warrants to purchase common stock | 100,771 | |||||
Warrants to purchase common stock, value | $ 36,912 | |||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | One-year After the Date of Closing [Member] | ||||||
Warrants to purchase common stock | 859,951 | |||||
Warrants to purchase common stock, value | $ 315,000 | |||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Two-years After the Date of Closing [Member] | ||||||
Warrants to purchase common stock | 368,550 | |||||
Warrants to purchase common stock, value | $ 135,000 |
Acquisition of Mann - Schedule
Acquisition of Mann - Schedule of Business Acquistion (Details) - Mann-India Technologies Private Ltd [Member] - USD ($) | May 17, 2019 | May 16, 2019 |
Cash (including restricted cash of $185,399) | $ 185,633 | |
Accounts receivables, net | 506,951 | |
Prepaid expenses and other current assets | 215,191 | |
Right-of-use asset | $ 576,566 | 576,566 |
Fixed assets | 68,260 | |
Intangible assets | 1,019,580 | |
Investment | 42,248 | |
Other assets | 37,950 | |
Accounts payable and accrued expenses | (173,498) | |
Accrued payroll and related taxes | (325,629) | |
Accrued duties and taxes | (66,765) | |
Lease liability | $ (585,207) | (585,207) |
Deferred revenue | (3,618) | |
Deferred tax liability | (140,143) | |
Cash overdraft | (471,017) | |
Long-term debt - related parties | (61,358) | |
Long-term debt | (28,956) | |
Accumulated other comprehensive income (loss) | (5,116) | |
Net assets acquired | $ 791,072 |
Acquisition of Mann - Schedul_2
Acquisition of Mann - Schedule of Business Acquistion (Details) (Parenthetical) | May 16, 2019USD ($) |
Mann-India Technologies Private Ltd [Member] | |
Restricted cash | $ 185,399 |
Acquisition of Mann - Schedul_3
Acquisition of Mann - Schedule of Proforma for Business Acquisition (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenues | $ 270,920 | $ 1,236,665 |
Net income (loss) | $ 76,365 | $ (726,273) |
Net income (loss) per share | $ 0 | $ (0.03) |
Cash and Restricted Cash (Detai
Cash and Restricted Cash (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents |
Cash and Restricted Cash - Sche
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Cash on hand | $ 325 | |
Bank balances | 2,362 | 2,347 |
Restricted cash | 188,741 | |
Total | $ 191,428 | $ 2,347 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,641 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property and Equipment, Gross | $ 668,977 | |
Less: Accumulated Depreciation | (602,152) | |
Property and Equipment, Net | $ 66,825 | |
Minimum [Member] | ||
Estimated Life | 3 years | |
Maximum [Member] | ||
Estimated Life | 10 years | |
Furniture and Fixtures [Member] | ||
Property and Equipment, Gross | $ 173,609 | |
Estimated Life | 10 years | |
Office Equipment [Member] | ||
Property and Equipment, Gross | $ 31,534 | |
Estimated Life | 5 years | |
Vehicles [Member] | ||
Property and Equipment, Gross | $ 63,487 | |
Estimated Life | 8 years | |
Computer Equipment [Member] | ||
Property and Equipment, Gross | $ 400,347 | |
Computer Equipment [Member] | Minimum [Member] | ||
Estimated Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Estimated Life | 6 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 8,054 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - Developed Technology [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets, Gross | $ 1,757,635 | |
Less: Accumulated Amortization | (727,816) | |
Intangible Assets, Net | $ 1,029,819 | |
Estimated Life | 10 years |
Long-Term Investment - Schedule
Long-Term Investment - Schedule of Long-Term Investment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term investment | $ 43,009 | |
Equity Security - Compulsorily Convertible Debenture [Member] | ||
Long-term investment | $ 43,009 |
Current Portion - Long-Term D_3
Current Portion - Long-Term Debt Related Parties - Schedule of Current Portion - Long-Term Debt Related Parties (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | |
Long term debt current - related parties | $ 1,165,009 | $ 845,236 | |
Unsecured advances - CEO [Member] | |||
Long term debt current - related parties | [1] | 1,048,009 | 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 six months ended June 30, 2019, the Company repaid $6,500 and the CEO made additional advances of $326,273, Interest expense on this loan for the six months ended June 30, 2019 and 2018 was $64,913 and $47,008. Accrued interest on this loan at June 30, 2019 (unaudited) and December 31, 2018 is $354,844 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 six months ended June 30, 2019 and 2018 was $4,275 and $3,025, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $18,648 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 six months ended June 30, 2019 and 2018 was $900 and $0, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $1,440 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 six months ended June 30, 2019 and 2018 was $3,375 and $3,375, respectively. Accrued interest on these loans at June 30, 2019 (unaudited) and December 31, 2018 is $16,595 and $13,220, respectively. Both notes are due December 31, 2019. |
Current Portion - Long-Term D_4
Current Portion - Long-Term Debt Related Parties - Schedule of Current Portion - Long-Term Debt Related Parties (Details) (Parenthetical) - USD ($) | Sep. 13, 2018 | Feb. 28, 2017 | Jan. 31, 2017 | Jan. 01, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 01, 2018 | Dec. 13, 2016 | May 25, 2016 |
Repayments of long term debt - related parties | $ 6,500 | |||||||||
Additional advance from related party | 326,273 | 108,244 | ||||||||
Kunaal Sikka [Member] | ||||||||||
Loan bears annual interest rate | 12.00% | |||||||||
Interest expense | 900 | 0 | ||||||||
Accrued interest | 1,440 | $ 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 | 3,375 | 3,375 | ||||||||
Accrued interest | $ 16,595 | 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 | $ 4,275 | 3,025 | ||||||||
Accrued interest | $ 18,648 | 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 | $ 6,500 | |||||||||
Additional advance from related party | 326,273 | |||||||||
Interest expense | 64,913 | $ 47,008 | ||||||||
Accrued interest | $ 354,844 | $ 289,931 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | |
Long term debt, total | $ 112,931 | $ 54,801 | |
Current portion | (89,821) | (54,801) | |
Long-term debt, net of current portion | 23,110 | ||
Lathika Regunathan [Member] | |||
Long term debt, total | [1] | 5,307 | |
Noor Qazi [Member] | |||
Long term debt, total | [2] | 52,254 | |
Promissory Notes - Kabbage [Member] | |||
Long term debt, total | [3] | 11,977 | 36,687 |
Promissory Notes - Loan Builder [Member] | |||
Long term debt, total | [4] | 2,791 | 12,114 |
Other Debt - in Default [Member] | |||
Long term debt, total | [5] | 6,000 | 6,000 |
Yukti Securities Private Limited [Member] | |||
Long term debt, total | [6] | 4,816 | |
Auto loan - ICICI Bank [Member] | |||
Long term debt, total | [7] | $ 29,786 | |
[1] | Unsecured loan from Lathika Regunathan, individual, is due on demand. | ||
[2] | Unsecured loan from Noor Qazi, individual, is due on demand. | ||
[3] | Multiple monthly loan agreements with Kabbage. Each of these loans has a six-month duration with interest and fees spread over the 6 months. | ||
[4] | Business loan agreement with LoanBuilder in August 2018 in the amount of $18,000, payable in 52 weekly payments of $409, including interest. | ||
[5] | 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. | ||
[6] | Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand. | ||
[7] | Loan payable with ICICI Bank, secured by the vehicle the loan was taken for. Payments are monthly at $752, through maturity in May 2023. Of the amount outstanding, the following represents the maturity: Current (2019-2020) - $6,676; 2020-2021 - $7,288; 2021-2022 - $7,952; and 2022-2023 - $7,870. |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | 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 | |||
Auto loan - ICICI Bank [Member] | ||||
Debt periodic payment description | Payments are monthly at $752, through maturity in May 2023. | |||
Periodic payment of debt | $ 752 | |||
Current (2019-2020) | 6,676 | |||
2020-2021 | 7,288 | |||
2021-2022 | 7,952 | |||
2022-2023 | $ 7,870 |
Current Portion - Convertible_3
Current Portion - Convertible Debt - Related and Unrelated Parties (Details Narrative) - Convertible Promissory Notes [Member] - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Interest expense | $ 5,745 | $ 4,875 | |
Accrued interest | $ 20,723 | $ 14,979 |
Current Portion - Convertible_4
Current Portion - Convertible Debt - Related and Unrelated Parties - Summary of Carrying Value of Convertible Debt (Details) - USD ($) | Jun. 30, 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 | [1] | 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 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. There are two notes that had a maturity date of June 30, 2019. These notes have not been extended and are currently in default. The Company has classified these notes as current liabilities. During the year ended December 31, 2018, the Company received additional proceeds from a related party of $25,000 (from Dharam V. Sikka, father of CEO) pursuant to a convertible note payable issued in May 2018, with the same interest rate and conversion terms as the Notes described above, initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. Because the Notes are convertible into a variable number of shares of common stock based on a fixed dollar amount, in accordance with ASC Topic 480-10-50-2, the notes are recorded at the fair value of the shares issuable upon conversion. The excess of the fair value of shares issuable over the face value of the Notes is recorded as a discount to the note to be amortized into interest expense over the term of the note. |
Current Portion - Convertible_5
Current Portion - Convertible Debt - Related and Unrelated Parties - Summary of Carrying Value of Convertible Debt (Details) (Parenthetical) | 1 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Jul. 31, 2017USD ($) | Nov. 30, 2017USD ($) | Jun. 30, 2019USD ($)d | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Proceeds from convertible debt - related parties | $ 40,000 | |||||
Two Stockholders [Member] | Convertible Promissory Notes [Member] | ||||||
Convertible debt percentage | 6.00% | 6.00% | ||||
Debt due date | Jan. 15, 2018 | |||||
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 | |||||
Satinder Thiara And Dharam V. Sikka [Member] | ||||||
Debt due date | Dec. 31, 2019 | |||||
Proceeds from convertible debt - related parties | $ 25,000 | |||||
Debt maturity description | Initially maturing on December 31, 2018, which has been extended to March 31, 2019 and then again to December 31, 2019. |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | May 16, 2019USD ($)$ / sharesshares | Aug. 02, 2017USD ($)$ / sharesshares | Jul. 19, 2017shares | Jun. 30, 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 | |||
Warrants [Member] | |||||
Warrants to purchase common stock, value | $ | $ 486,912 | ||||
Increase in additional paid in capital | $ | $ 486,912 | ||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Warrants [Member] | |||||
Percentage of voting interest acquired | 100.00% | ||||
Warrants term | 5 years | ||||
Warrants to purchase common stock | shares | 1,329,272 | ||||
Warrants to purchase common stock, value | $ | $ 486,912 | ||||
Warrant exercise price | $ / shares | $ 0.3663 | ||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Warrants [Member] | Immediately Upon Closing [Member] | |||||
Warrants to purchase common stock | shares | 100,771 | ||||
Warrants to purchase common stock, value | $ | $ 36,912 | ||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Warrants [Member] | One Year After The Date Of Closing [Member] | |||||
Warrants to purchase common stock | shares | 859,951 | ||||
Warrants to purchase common stock, value | $ | $ 315,000 | ||||
Share Exchange Agreement [Member] | Mann-India Technologies Private Ltd [Member] | Warrants [Member] | Two Years After The Date Of Closing [Member] | |||||
Warrants to purchase common stock | shares | 368,550 | ||||
Warrants to purchase common stock, value | $ | $ 135,000 | ||||
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 |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2019 | May 17, 2019 | May 16, 2019 | Dec. 31, 2018 | |
Amortization of lease right of use asset | $ 576,566 | |||
Rent expense | 17,064 | |||
Unamortized lease right of use asset | 565,721 | |||
Lease liability | $ 577,242 | |||
Mann-India Technologies Private Ltd., [Member] | ||||
Lease right of use asset | $ 576,566 | $ 576,566 | ||
Lease liability | $ 585,207 | $ 585,207 |
Operating Lease - Schedule of R
Operating Lease - Schedule of Remaining Lease Obligation (Details) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 59,806 |
2020 | 122,343 |
2021 | 125,670 |
2022 | 131,611 |
2023 | 140,695 |
2024 | 144,520 |
2025 and thereafter | 163,494 |
Total lease payments | 888,139 |
Less: Imputed interest | 310,897 |
Present value of lease liabilities | $ 577,242 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | |||
Concentration risk percentage | 10.00% | ||
Sales Revenue, Net [Member] | Two Major Customers [Member] | |||
Concentration risk percentage | 93.00% | ||
Sales Revenue, Net [Member] | One Major Customer [Member] | |||
Concentration risk percentage | 90.00% | ||
Accounts Receivable [Member] | Two Major Customers [Member] | |||
Concentration risk percentage | 77.00% | ||
Accounts Receivable [Member] | Three Major Customers [Member] | |||
Concentration risk percentage | 89.00% | ||
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 |