THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, PRINCIPALLY IN THE SECTIONS ENTITLED “ITEM 1. BUSINESS,” “ITEM 1A. RISK FACTORS,” AND “ITEM 2. FINANCIAL INFORMATION.” ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT CONTAINED IN THIS CURRENT REPORT ON FORM 8-K, INCLUDING STATEMENTS REGARDING FUTURE EVENTS, OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. WE HAVE ATTEMPTED TO IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY INCLUDING “ANTICIPATES,” “BELIEVES,” “CAN,” “CONTINUE,” “COULD,” “ESTIMATES,” “EXPECTS,” “INTENDS,” “MAY,” “PLANS,” “POTENTIAL,” “PREDICTS,” “SHOULD” OR “WILL” OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH WE DO NOT MAKE FORWARD-LOOKING STATEMENTS UNLESS WE BELIEVE WE HAVE A REASONABLE BASIS FOR DOING SO, WE CANNOT GUARANTEE THEIR ACCURACY. THESE STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING THE RISKS OUTLINED UNDER “RISK FACTORS” OR ELSEWHERE IN THIS CURRENT REPORT ON FORM 8-K, WHICH MAY CAUSE OUR OR OUR INDUSTRY’S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. MOREOVER, WE OPERATE IN A VERY COMPETITIVE AND RAPIDLY CHANGING ENVIRONMENT. NEW RISKS EMERGE FROM TIME TO TIME AND IT IS NOT POSSIBLE FOR US TO PREDICT ALL RISK FACTORS, NOR CAN WE ADDRESS THE IMPACT OF ALL FACTORS ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.

Upon completion of the Share Exchange, TraqIQ, Inc. (“TRAQIQ”, or the “Company”) comprised the business activities of two subsidiary companies: Ci2i Services, Inc. (“CI2I”) and OmniM2M, Inc. (“OMNIM2M”).

OmniM2M, Inc.

The Industrial Internet of Things (“IIoT”) is about the transformation of any physical object into a digital data solution. Once you attach a sensor to it, a physical object (whether a tiny one like a pill that goes through your body, or a very large one like a plane or building) starts functioning a lot like any other digital solution – it emits data about its usage, location and state; it can be tracked, controlled, personalized and upgraded remotely; and, when coupled with all the progress in Big Data and artificial intelligence, the digital solution can become intelligent, predictive, collaborative and in some cases semi-autonomous.

According to Gartner Group, there will be over 21 billion “things” connected to the internet by 2020, or in other words, 3 things per each human being on earth. The Gartner Group reported that the market size for services is expected to be $235 billion in 2016, with the majority coming from business services. Wintergreen Research (2016) more conservatively estimates the commercial IIoT market at $16.3B in 2016 and reaching $185.9B by 2020.

OmniM2M is focused on the IIoT, thereby helping commercial customers increase their return on investment in their facilities.

Applications such as video surveillance, smart meters, digital health monitors and a host of other services are creating new requirements and opportunities for new IIoT devices and solutions.

OMNIM2M provides bundled solutions of hardware, software, connectivity, applications and analytics to address targeted problems in refrigeration, pest control and tank monitoring. OMNIM2M’s unique solutions can be deployed rapidly and provides considerable Return on Investment (ROI) benefits immediately by saving up to 25% of an employee’s time or meeting of corporate compliance goals). OmniM2M has deployed solutions that are currently being used by several customers with positive results.

OmniM2M Refrigeration Solution

The OmniM2M Refrigeration Solution includes a piece of hardware (the size is about that of a smart phone) that is deployed in the refrigeration units. It has a cellular connection to the OmniM2M software in the cloud. The solution tracks the temperature and alerts the user via email and/or text if there is a change in the temperature. When the health inspector performs its assessment, the customer can simply print or email the data using the Omni reporting feature solution. In addition to monitoring food, the OmniM2M solutions can potentially prevent food poisoning outbreaks by safely monitoring food and equipment to their optimum temperatures.

Customer Pain Points

The typical refrigeration customer (restaurant/meat distributor/catering) frequently has issues with its equipment breaking down, meeting compliance requirements and ensuring product freshness. Aging equipment typically results in significant financial losses when the asset fails. The typical restaurant has a regulatory requirement to log the temperature in its refrigeration units four (4) times per day. This data is compiled manually by employees who check each unit and log the temperature. Since it’s a manual process, there is generally no monitoring performed outside of business hours. Assets tend to fail outside of normal hours when employees are not on location and the issue or failure is not detected.

The Solution

The OmniM2M Refrigeration Solution includes a piece of hardware (the size is about that of a smart phone) that is deployed in the refrigeration units. It has a cellular connection to the OmniM2M software in the cloud. The solution tracks the temperature and alerts the user via email and/or text if there is a change in the temperature. When the health inspector performs its assessment, the customer can simply print or email the data using the Omni reporting feature solution. In addition to monitoring food, the OmniM2M solutions can potentially prevent food poisoning outbreaks by safely monitoring food and equipment to their optimum temperatures.

OmniM2M Pest Control Solution

By installing a small sensor on the pest trap, the OmniM2M Pest Control Solution notifies a control technician when a pest has been caught in a trap. This notification enables the user to check the trap when it has caught the targeted vermin. Our OmniM2M Pest Control Solution also complies with state and federal laws by sending daily status reports of the active traps.

This solution results in a saving of up to 2 hours of employee time per day and reduces driving time on average, by approximately 50 miles per day.

OmniM2M Tank Monitoring Solution

By installing a small sensor in any large tank (that holds liquids), the OmniM2M Tank Monitoring Solution notifies the user electronically when the tank needs to be refilled. This solution saves considerable expense of unplanned truck rolls for refilling the tanks.

By installing a small sensor in any large tank (that holds liquids), the OmniM2M system notifies the user electronically when the tank needs to be refilled. This solution saves considerable expense of unplanned truck rolls for refilling the tanks.

Ci2i Services, Inc.

CI2I was formed about over 15 years ago and has most recently been providing IT consulting solutions, predominantly in the business intelligence and data analytics arenas. The company has been a vendor to Microsoft for over 10 years, and has done work with many Microsoft product and business groups, including Microsoft Azure and Microsoft Media planning. CI2I has worked closely with customers including bConnections, where a wide variety of analytics solutions were built.

CI2I’s cloud solutions and analytics services comprise software development, program management, project management, and business analytics services.

In 2014, CI2I was invited into the Microsoft Supplier Program (MSP), which was designed to make it convenient for Microsoft business managers to identify and work with a pre-qualified group of suppliers. Over 80% of Microsoft’s annual spend is with MSP suppliers and MSP suppliers account for only 10% of Microsoft’s total active supplier population. In order to qualify for MSP, companies must also be nominated and be a part of the Approved Supplier List.

In 2015, CI2I was invited into Microsoft’s Contractor Hub program, an external staffing program designed to help Microsoft employees identify the right resources for all of their time & materials contractor needs. As a result of participating in Microsoft’s Contract Hub program, CI2I will increase its visibility with many new Microsoft Business Groups who can use CI2I’s time & material based resources, thereby further accelerating CI2I’s revenue growth.

Ci2i made it to the fastest growing list at Inc magazine – multiple times from 2006-2009. This includes being ranked 398 on the US Inc 500 list.

The Competitive Environment

The IIoT marketplace is very fragmented marketplace comprised of a few dozen Fortune 50 companies offering development platforms and networking infrastructure; about 100 Fortune 1000 companies offering a range of products, services and solutions across multiple industry segments; and at least 100 smaller start-up companies and publicly traded companies that offer a small number of products, services and solutions in targeted industry segments.

We believe that OmniM2M will succeed by focusing on a small number of industry segments – such as Transportation, Energy (Oil & Gas), and Resource Management – and by offering data analytics and systems integration services that complement the sale of IIoT devices to enterprise customers.

Item 1A. Risk Factors

Risk Factors Related to Our Business

An investment in our securities involves a high degree of risk. You should not invest in our securities if you cannot afford to lose your entire investment. In deciding whether you should invest in our securities, you should carefully consider the following information together with all of the other information contained in this Current Report. Any of the following risk factors can cause our business, prospects, financial condition or results of operations to suffer and you to lose all or part of your investment.

General Risks Relating to Our Business, Operations of Financial Condition

We have a limited operating history and are subject to the risks encountered by early-stage companies.

Because our operating company has a limited operating history, you should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. For us, these risks include:

● risks that we may not have sufficient capital to achieve our growth strategy;

● risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

● risks that our growth strategy may not be successful; and

● risks that fluctuations in our operating results will be significant relative to our revenues.

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business would be significantly harmed.

Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.

Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. If we do not generate revenues, do not achieve profitability and do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment.

If we are unable to manage our anticipated post-Share Exchange Agreement growth effectively, our business could be adversely affected.

We anticipate that a significant expansion of our operations and addition of operating subsidiaries, including one in the United States, and new personnel will be required in all areas of our operations in order to implement our post-Share Exchange business plan. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. For us to continue to manage such growth, we must put in place legal and accounting systems, and implement human resource management and other tools. We have taken preliminary steps to put this structure in place. However, there is no assurance that we will be able to successfully manage this anticipated rapid growth. A failure to manage our growth effectively could materially and adversely affect our ability to market our crowd funding platform in multiple venues.

Increasing competition within our emerging industry could have an impact on our business prospects.

The IIoT market is an emerging industry where new competitors are entering the market frequently. These competing companies may have significantly greater financial and other resources than we have and may have been developing their products and services longer than we have been developing ours. Although we anticipate that our portfolio of products and related revenue stream sources are broad, increasing competition may have a negative impact on our profit margins.

Our business is subject to risks generally associated with fluctuating economic tendencies in the capital markets.

The demand for our products can change over time due to fluctuations in the global and local economies and in the related capital requirements of small and medium-sized enterprises. These fluctuations could negatively impact our future revenue streams.

We may not be able to adequately protect our proprietary technology, and our competitors may be able to offer similar products and services, which would harm our competitive position.

Our success depends in part upon our proprietary technology. We rely primarily on trademark, copyright, service mark and trade secret laws, confidentiality procedures, license agreements and contractual provisions to establish and protect our proprietary rights. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently. We also pursue the registration of our domain names, trademarks, and service marks in the United States. We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any intellectual property rights we hold.

If third parties claim that we infringe their intellectual property, it may result in costly litigation.

We cannot assure you that third parties will not claim our current or future products infringe their intellectual property rights. Any such claims, with or without merit, could cause costly litigation that could consume significant management time. As the number of product and services offerings in the crowd funding market increases and functionalities increasingly overlap, companies such as ours may become increasingly subject to infringement claims. Such claims also might require us to enter into royalty or license agreements. If required, we may not be able to obtain such royalty or license agreements, or obtain them on terms acceptable to us.

We may need additional financing. Any limitation on our ability to obtain such additional financing could have a material adverse effect on our business, financial condition and results of operations.

Although we expect that the proceeds from the Offering will be sufficient to implement our business plan, there can be no assurance that we will not require additional capital. The raising of additional capital could result in dilution to our stockholders. In addition, there is no assurance that we will be able to obtain additional capital if we need it, or that if available, it will be available to us on favorable or reasonable terms. Any limitation on our ability to obtain additional capital as and when needed could have a material adverse effect on our business, financial condition and results of operations.

If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our common stock. In addition, if our efforts to comply with new or changed laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Risks Relating to our Securities

Because the common shares issued under the Share Exchange Agreement will result in a deemed a reverse acquisition, we may not be able to attract the attention of major brokerage firms, which may limit the liquidity of our Common Stock and may make it more difficult for us to raise additional capital in the future.

Additional risks may exist because the Share Exchange will be considered a “reverse acquisition” under accounting and securities regulations. Certain SEC rules are more restrictive when applied to reverse acquisition companies, such as the ability of stockholders to resell their shares of Common Stock pursuant to Rule 144. In addition, securities analysts of major brokerage firms may not provide coverage of our Common Stock following the Share Exchange because there may be little incentive for brokerage firms to recommend the purchase of our Common Stock. As a result, our Common Stock may have limited liquidity and investors may have difficulty selling it. In addition, we cannot assure you that brokerage firms will want to conduct any secondary offerings on our behalf if we seek to raise additional capital in the future. Our inability to raise additional capital may have a material adverse effect on our business.

There is not now, and there may not ever be, an active market for the Company’s Common Stock.

There currently is no public market for our Common Stock. Further, our Common Stock is not currently quoted on the OTC Markets (the “OTC Markets”) trading of our Common Stock has not yet commenced. If and when our stock does begin to trade, such trading may be extremely sporadic. For example, several days may pass before any shares may be traded. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our Common Stock. Accordingly, investors must assume they may have to bear the economic risk of an investment in our Common Stock for an indefinite period of time. There can be no assurance that a more active market for the Common Stock will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of our Common Stock, and would likely have a material adverse effect on the market price of our Common Stock and on our ability to raise additional capital.

We cannot assure you that the Common Stock will become liquid or that it will be listed on a securities exchange.

Until our Common Stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, if ever, we expect our Common Stock to remain eligible for quotation on the OTC Markets. In that venue, however, an investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect the liquidity of the Common Stock. This would also make it more difficult for us to raise capital.

Our Common Stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The price of our Common Stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock is likely to be highly volatile and could fluctuate in response to factors such as:

● actual or anticipated variations in our operating results;

● announcements of developments by us or our competitors;

● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

● adoption of new accounting standards affecting our Company’s industry;

● additions or departures of key personnel;

● sales of our Common Stock or other securities in the open market; and

● other events or factors, many of which are beyond our control.

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against the company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and resources, which could harm our business and financial condition.

We do not anticipate dividends to be paid on our Common Stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on the Common Stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

If securities analysts do not initiate coverage or continue to cover our Common Stock or publish unfavorable research or reports about our business, this may have a negative impact on the market price of our common stock.

The trading market for the Common Stock will depend on the research and reports that securities analysts publish about our business and the Company. We do not have any control over these analysts. There is no guarantee that securities analysts will cover the Common Stock. If securities analysts do not cover the Common Stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts, and our stock is the subject of an unfavorable report, our stock price and trading volume would likely decline. If one or more of these analysts ceases to cover the Company or fails to publish regular reports on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

You may experience dilution of your ownership interests because of the future issuance of additional shares of the Common Stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders and the purchasers of Common Stock offered hereby. We are currently authorized to issue an aggregate of 310,000,000 shares of capital stock consisting of 300,000,000 shares of Common Stock, par value $0.0001, and 10,000,000 shares of preferred stock, par value $0.0001, with preferences and rights to be determined by our Board of Directors. We authorized 50,000 shares of our Preferred Stock as Series A and 50,000 shares are issued and outstanding. As of the closing of the Share Exchange Agreement, there will be 6,824,250 shares of our Common Stock issued and outstanding and 50,000 shares of our Series A Preferred Stock issued and outstanding. We may also issue additional shares of our Common Stock or other securities that are convertible into or exercisable for our Common Stock in connection with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of the Common Stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of the Common Stock will be initially quoted on the OTC Markets.

Item 2. Financial Information

Since we are a smaller reporting company, as defined by §229.10(f)(1), we are not required to provide the information required by this Item.

Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the six months ended June 30, 2017 and 2016, respectively, together with notes thereto, and our audited financial statements for the years ended December 31, 2016 and 2015, respectively, together with notes thereto, which are included in this Current Report on Form 8-K.

TraqIQ, Inc., fka Thunderclap Entertainment, Inc.

Six months ended June 30, 2017 compared to the six months ended June 30, 2016

Revenues . We had no revenues for the six months ended June 30, 2017 and 2016.

Operating expenses. Operating expenses include general and administrative expenses, professional fees, and rent expense. In total, operating expenses increased $1,003, or 19.58%, to $6,125 for the six months ended June 30, 2017 from $5,122 for the six months ended June 30, 2016. The components of operating expenses are discussed below.

Net Loss. Our net loss increased $1,003, or 19.58% to $6,125 for the six months ended June 30, 2017 from $5,122 for the comparable period in 2016. The increase is attributable as discussed above.

Liquidity and Capital Resources . In 2017, we did not issue any shares for capital. For the six months ended June 30, 2017, our majority shareholder loaned us $5,500. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $107 as of June 30, 2017, consisting of $107 in cash. Our working capital deficit was $67,740 as of June 30, 2017.

Our total liabilities are $67,847 as of June 30, 2017, consisting of $67,847 in current liabilities, which is comprised of advances from shareholders of $67,047 and $800 in accrued state income taxes for 2017.

As of June 30, 2017, our total stockholders’ deficit is $67,740 and our accumulated deficit is $228,290.

We had $5,547 in net cash used by operating activities for the six months ended June 30, 2017, which included $6,125 in net loss, which amount was offset by $600 in rent expense and decreased $22 by accounts payable.

We had no cash provided by investing activities in the six months ended June 30, 2017.

We had $5,500 cash provided by financing activities for the six months ended June 30, 2017.

Ci2i Services, Inc.

Six months ended June 30, 2017 compared to the six months ended June 30, 2016

Revenues . Our revenues decreased $132,773, or 99.62%, to $500 for the six months ended June 30, 2017 compared to $133,273 for the comparable period in 2016. The decrease in revenues is due to the Company changing its focus from a contract services business to a tracking and data analytics business, including the development and deployment of IIoT products and solutions.

Operating expenses. Operating expenses include salaries and benefits, consulting expense, rent expense, professional fees, general and administrative expenses and depreciation expense. In total, operating expenses decreased $126,473, or 74.19%, to $43,990 for the six months ended June 30, 2017 compared to $170,463 for the comparable period in 2016. The components of operating expenses are discussed below.

Salaries and benefits decreased $27,126, or 100.00%, to $0 for the six months ended June 30, 2017 compared to $27,126 for the comparable period in 2016. The decrease is due to the Company ending its contract services business in preparation for the Company launching its tracking and data analytics business.

Consulting expenses decreased $73,282, or 93.61%, to 5,000 for the six months ended June 30, 2017 compared to $78,282 for the comparable period in 2016. The decrease is due to the Company ending its contract services business.

Rent expense decreased $17,790, or 53.10%, to $15,713 for the six months ended June 30, 2016 compared to $33,503 for the comparable period in 2016. The decrease is due to the Company’s expiration of its lease and downsizing its office space until it launches the tracking and data analytics business.

Professional fees increased $4,425, or 45.04%, to $14,250 for the six months ended June 30, 2017 compared to $9,825 for the comparable period in 2016. The increase is due to an increase in legal and accounting expenses associated with the share exchange transaction.

General and administrative expenses decreased $10,282, or 53.25%, to $9,027 for the six months ended June 30, 2017 compared to $19,309 for the comparable period in 2016. The decrease is primarily due to a decrease in administrative staff required to support the business during its transition from a contract services business to a tracking and data analytics business.

Depreciation expense decreased $2,418, or 100.00%, to $0 for the six months ended June 30, 2017 compared to $2,418 for the comparable period in 2016. The decrease is due to reduction in the Company’s fixed assets due to their sale or retirement in 2016.

Net loss before other income (expense). Our net loss before other income (expense) increased $6,300, or 16.94%, to $43,490 for the six months ended June 30, 2017 compared to $37,190 for the comparable period in 2016. The increase is attributable to the operating expenses discussed above.

Other Income (expense)

Gain on sale of fixed assets decreased $5,945, or 100%, to $0 for the six months ended June 30, 2017 compared to $5,945 for the comparable period in 2016. The decrease is due to a one time sale of one time sale of furniture and office equipment in 2016.

Rental income decreased $6,315, or 35.08%, to $11,685 for the six months ended June 30, 2017 compared to $18,000 for the comparable period in 2016. The rental income was from subleasing the old office. The decrease is due to the expiration of the Company’s office lease in April 2017, which resulted in a reduction of sublease income.

Interest expense increased $4,334, or 23.51%, to $22,796 for the six months ended June 30, 2017 compared to $18,435 for the comparable period in 2016. The increase is due to due to an increase in debt.

Net loss. Our net loss increased by $22,894, or 72.27%, to $54,574 for the six months ended June 30, 2017 compared to a net loss of $31,680 for the comparable period in 2016. The increase in net loss is due to the components discussed above.

Liquidity and Capital Resources . For the six months ended June 30, 2017, we received $38,864 from the proceeds of long-term debt from related parties. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $3,210 as of June 30, 2017, consisting of $3,210 in cash.

Our working capital deficit was $442,785 as of June 30, 2017.

Our total liabilities are $445,995 as of June 30, 2017, which consist of $54,000 in a note payable to the bank, $243,162 in the current portion of long-term debt due to related parties and $148,833 in accounts payable and accrued liabilities.

As of June 30, 2017, our total stockholders’ deficit was $487,785 and our accumulated deficit was $492,275.

We had $8,730 in net cash used in operating activities for the six months ended June 30, 2017, which included $54,574 in net loss, which amount was decreased by $3,668 in prepaid expenses and $42,176 in accounts payable and accrued expenses.

We had no cash provided by investing activities for the six months ended June 30, 2017.

We had $5,998 in cash provided by financing activities for the six months ended June 30, 2017, which was due to $38,864 in proceeds from long-term debt – related parties, net, which was offset by $21,000 in repayments to note payable –bank and $11,866 in repayments to long-term debt, net.

OmniM2M, Inc.

Six months ended June 30, 2017 compared to the six months ended June 30, 2016

Revenues . Our revenues decreased $25,64, or 68.61%, to $11,742 for the six months ended June 30, 2017 compared to $37,406 for the comparable period in 2016. The decrease in revenues is due to the Company changing its focus from a contract services business to a tracking and data analytics business, including the development and deployment of IIoT products and solutions.

Operating expenses. Operating expenses include salaries and benefits, consulting expense, research and development, rent expense, professional fees, general and administrative expenses and depreciation expense. In total, operating expenses decreased $179,935, or 85.93%, to $29,472 for the six months ended June 30, 2017 compared to $209,407 for the comparable period in 2016. The components of operating expenses are discussed below.

Salaries and benefits decreased $49,466, or 99.63%, to $185 for the six months ended June 30, 2017 compared to $49,651 for the comparable period in 2016. The decrease is due to the Company ending its contract services business in preparation for the Company launching its tracking and data analytics business.

Consulting expenses decreased $6,600, or 100.00%, to $0 for the six months ended June 30, 2017 compared to $6,600 for the comparable period in 2016. The decrease is due to the Company ending its contract services business.

Research and development expense decreased $88,572, or 99.41%, to $525 for the six months ended June 30, 2017 compared to $89,097 for the comparable period in 2016. The decrease is due to the Company reducing its research and development staff due to the Company’s plan to hire research and development staff with different skills.

Rent expense decreased $18,000, or 100.00%, to $0 for the six months ended June 30, 2016 compared to $18,000 for the comparable period in 2016. The decrease is due to the Company’s expiration of its lease and downsizing its office space until it launches the tracking and data analytics business.

Professional fees increased $7,096, or 36.01%, to $26,800 for the six months ended June 30, 2017 compared to $19,704 for the comparable period in 2016. The increase is due to an increase in legal and accounting expenses associated with the share exchange transaction.

General and administrative expenses decreased $22,438, or 97.59%, to $555 for the six months ended June 30, 2017 compared to $22,993 for the comparable period in 2016. The decrease is primarily due to a decrease in administrative staff required to support the business during its transition from a contract services business to a tracking and data analytics business.

Depreciation expense decreased $1,955, or 58.15%, to $1,407 for the six months ended June 30, 2017 compared to $3,362 for the comparable period in 2016. The decrease is due to reduction in the Company’s fixed assets due to their sale or retirement in 2016.

Net loss before other income (expense). Our net loss before other income (expense) decreased $154,271, or 89.69%, to $17,730 for the six months ended June 30, 2017 compared to $172,001 for the comparable period in 2016. The decrease is attributable to the operating expenses discussed above.

Other Income (expense)

Interest expense decreased $3,605, or 17.25%, to $17,299 for the six months ended June 30, 2017 compared to $20,904 for the comparable period in 2016. The decrease is due to due to a decrease in debt.

Net loss. Our net loss decreased by $157,876, or 81.84%, to $35,029 for the six months ended June 30, 2017 compared to a net loss of $192,905 for the comparable period in 2016. The decrease in net loss is due to the components discussed above.

Liquidity and Capital Resources . For the six months ended June 30, 2017, we received $21,050 from the proceeds of long-term debt from related parties. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $23,683 as of June 30, 2017, consisting of $850 in cash, $4,115 in accounts receivable and $18,718 in prepaid expenses and other assets.

Our working capital deficit was $319,933 as of June 30, 2017.

Our total liabilities are $346,616 as of June 30, 2017, which consist of $238,403 in the current portion of long-term debt due to related parties and $105,213 in accounts payable and accrued expenses.

As of June 30, 2017, our total stockholders’ deficit was $319,433 and our accumulated deficit was $1,502,745.

We had $21,284 in net cash used in operating activities for the six months ended June 30, 2017, which included $35,029 in net loss, which amount was decreased by $1,407 in depreciation and $16,453 in prepaid expenses and increased by $4,115 in accounts receivable.

We had no cash provided by investing activities for the six months ended June 30, 2017.

We had $21,050 in cash provided by financing activities for the six months ended June 30, 2017, which was due to $21,050 in proceeds from long-term debt – related parties, net.

TraqIQ, Inc., fka Thunderclap Entertainment, Inc.

Year ended December 31, 2016 compared to the year ended December 31, 2015

Revenues . We had no revenues for the years ended December 31, 2016 and 2015.

Operating expenses. Operating expenses include general and administrative expenses, professional fees and rent expense. In total, operating expenses increased $75, or 0.87%, to $8,690 for the year ended December 31, 2016 from $8,615 for the year ended December 31, 2015. The components of operating expenses are discussed below.

General and administrative expenses increased by $1,535 , or 852.78%, to $1,715 for the year ended December 31, 2016 from $180 for the comparable period in 2015. The increase is attributable to the $846 payment of 2015 state income taxes and the $822 accrual of state income taxes for 2016 offset by a $180 reduction in bank fees.

Professional fees decreased $1,460, or 20.18%, to $5,775 for the year ended December 31, 2016 from $7,235 for the comparable period in 2015. This decrease was primarily attributable to the decrease in our accounting fees.

Rent expense remained constant at $1,200 for the year ended December 31, 2016 and for the comparable period in 2015. This is due to the imputed rent expense of $100 per month in both years.

Other Income. Other income decreased by $2,625, or 100%, to $0 for the year ended December 31, 2016 compared to $2,650 for the comparable period in 2015. The decrease in other income is a result of a one-time write-off of $2,625 in accounts payable in 2015.

Net Loss. Our net loss increased $2,700, or 45.14% to $8,690 for the year ended December 31, 2016 from $5,990 for the comparable period in 2015. The increase is primarily attributable to categories discussed above.

Liquidity and Capital Resources . In 2016 and 2015, we did not issue any shares for capital but our majority shareholders advanced us $6,699 for working capital.

Our total assets are $154 and $123 as of December 31, 2016 and 2015, respectively, consisting of $154 and $123 in cash. Our working capital deficit was $62,215 as of December 31, 2016.

Our total liabilities as of December 31, 2016 and 2015 are $62,369 and $54,848, respectively. They consist of $62,369 and $54,848 in current liabilities, which includes $822 and $0, respectively of income taxes payable and of $61,547 and $54,848, respectively in advances from shareholders.

Our total stockholders’ deficit as of December 31, 2016 and 2015 is $62,215 and $54,725, respectively and our accumulated deficit as of December 31, 2015 is $222,165.

We used $6,668 and $7,645 in cash from operating activities for the year ended December 31, 2016 and 2015, respectively.

We had no cash provided by investing activities in the year ended December 31, 2016 or 2015, respectively.

We had $6,699 and $7,617 in cash provided by financing activities for the year ended December 31, 2016 and 2015, respectively.

Ci2i Services, Inc.

Year ended December 31, 2016 compared to the year ended December 31, 2015

Revenues . Our revenues decreased $791,610, or 78.38%, to $218,837 for the year ended December 31, 2016 compared to $1,099,997 for the comparable period in 2015. The decrease in revenues is due to the Company changing its focus from a contract services business to a tracking and data analytics business, including the development and deployment of IIoT products and solutions.

Operating expenses. Operating expenses include salaries and benefits, consulting expense, research and development, rent expense, professional fees, general and administrative expenses and depreciation expense. In total, operating expenses decreased $809,037, or 77.90%, to $229,516 for the year ended December 31, 2016 compared to $1,038,553 for the comparable period in 2015. The components of operating expenses are discussed below.

Salaries and benefits decreased $444,160, or 94.23%, to $27,191 for the year ended December 31, 2016 compared to $471,351 for the comparable period in 2015. The decrease is due to the Company ending its contract services business in preparation for the Company launching its tracking and data analytics business.

Consulting expenses decreased $293,235, or 77.13%, to $86,959 for the year ended December 31, 2016 compared to $380,194 for the comparable period in 2015. The decrease is due to the Company ending its contract services business.

Rent expense increased $3,342, or 6.38%, to $55,726 for the year ended December 31, 2016 compared to $52,384 for the comparable period in 2015. The decrease is due to the Company’s expiration of its lease and downsizing its office space until it launches the tracking and data analytics business.

Professional fees decreased $9,328, or 32.85%, to $19,071 for the year ended December 31, 2016 compared to $28,399 for the comparable period in 2015. The decrease is due to a decrease in operational accounting and legal services required to support the business during its transition.

General and administrative expenses decreased $66,461, or 63.53%, to $38,151 for the year ended December 31, 2016 compared to $104,612 for the comparable period in 2015. The decrease is primarily due to a decrease in administrative staff required to support the business during its transition.

Depreciation expense decreased $805, or 49.91%, to $2,418 for the year ended December 31, 2016 compared to $1,613 for the comparable period in 2015. The decrease is due to a reduction in fixed assets, which were either sold or retired in 2016.

Net loss before other income (expense). Our net loss before other income (expense) decreased $17,427, or 61.03%, to $11,129 for the year ended December 31, 2016 compared to $28,556 for the comparable period in 2015. The decrease is attributable to the operating expenses discussed above.

Other Income (expense)

Gain on sale of fixed assets increased $5,945 to $5,945 for the year ended December 31, 2016 compared to $0 for the comparable period in 2015. The increase is due to a one time sale of furniture and office equipment.

Rental income increased 13,160, or 36.56%, to $49,160 for the year ended December 31, 2016 compared to $36,000 for the comparable period in 2015. The increase is due to a sublease of a portion of our office space.

Interest expense decreased $37,978, or 42.80%, to $50,747 for the year ended December 31, 2016 compared to $88,725 for the comparable period in 2015. The decrease is due to conversion of some of the Company’s debt to equity.

Net loss. Our net loss decreased by $74,510, or 91.67%, to $6,771 for the year ended December 31, 2016 compared to a net loss of $81,281 for the comparable period in 2015. The decrease in net loss is due to the components discussed above.

Liquidity and Capital Resources . For the year ended December 31, 2016, we received $81,811 from the proceeds of long-term debt from related parties. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $9,610 as of December 31, 2016, consisting of $5,942 in cash and $3,668 in prepaid expenses and other current assets.

Our working capital deficit was $433,211 as of December 31, 2016.

Our total liabilities are $442,821 as of December 31, 2016, which consist of $75,000 in a note payable to the bank, $249,298 in the current portion of long-term debt due to related parties, $11,866 in current portion of long-term debt and $106,657 in accounts payable and accrued expenses.

As of December 31, 2016, our total stockholders’ deficit was $433,211 and our accumulated deficit was $437,701.

We had $8,841 in net cash used in operating activities for the year ended December 31, 2016, which included $6,771 in net loss, which amount was decreased by $2,418 in depreciation expense, and $39,326 in accounts receivable and then increased by $5,945 in the gain on sale of fixed assets, $15,000 in deferred revenue and $19,869 in accounts payable and accrued expenses.

We had $5,945 in cash provided by investing activities from the sale of fixed asset for the year ended December 31, 2016.

We had $1,230 in cash used in financing activities for the year ended December 31, 2016, which was due to $81,811 in proceeds from long-term debt – related parties, net, which was offset by $83,041 in repayments of long-term debt, net.

OmniM2M, Inc.

Year ended December 31, 2016 compared to the year ended December 31, 2015

Revenues . Our revenues increased $35,890, or 222.60%, to $52,013 for the year ended December 31, 2016 compared to $16,123 for the comparable period in 2015. The increase in revenues is due to OmniM2M launching its pest control IIoT solution with a new early adopter customer..

Operating expenses. Operating expenses include salaries and benefits, consulting expense, research and development, rent expense, professional fees, general and administrative expenses and depreciation expense. In total, operating expenses decreased $664,972, or 73.53%, to $239,398 for the year ended December 31, 2016 compared to $904,370 for the comparable period in 2015. The components of operating expenses are discussed below.

Salaries and benefits decreased $402,994, or 88.85%, to $50,563 for the year ended December 31, 2016 compared to $453,557 for the comparable period in 2015. The decrease is due to the Company ending its contract services business in preparation for the Company launching its tracking and data analytics business.

Consulting expenses decreased $74,467, or 91.62%, to $6,825 for the year ended December 31, 2016 compared to $81,292 for the comparable period in 2015. The decrease is due to the Company ending its contract services business.

Research and development expense decreased $126,528, or 65.53%, to $66,570 for the year ended December 31, 2016 compared to $193,098 for the comparable period in 2015. The decrease is due to a reduction in research and development expenses related to the OmniM2M product platform since the product was working well and did not need any more expenditures.

Rent expense increased $18,000, or 50.00%, to $18,000 for the year ended December 31, 2016 compared to $36,000 for the comparable period in 2015. The decrease is due to the Company’s expiration of its lease and downsizing its office space until it launches the tracking and data analytics business.

Professional fees increased $2,305, or 8.99%, to $27,934 for the year ended December 31, 2016 compared to $25,629 for the comparable period in 2015. The increase is due to an increase in operational accounting and legal services required to support the business during its transition.

General and administrative expenses decreased $42,835, or 40.56%, to $62,783 for the year ended December 31, 2016 compared to $105,618 for the comparable period in 2015. The decrease is primarily due to a decrease in administrative staff required to support the business during its transition.

Depreciation expense decreased $2,453, or 26.73%, to $6,723 for the year ended December 31, 2016 compared to $9,176 for the comparable period in 2015. The decrease is due to a reduction in fixed assets, which were either sold or retired in 2016.

Net loss before other income (expense). Our net loss before other income (expense) decreased $700,862, or 78.90%, to $187,385 for the year ended December 31, 2016 compared to $888,247 for the comparable period in 2015. The decrease is attributable to the operating expenses discussed above.

Other Income (expense)

Interest expense increased $923, or 3.33%, to $28,632 for the year ended December 31, 2016 compared to $27,709 for the comparable period in 2015. The increase is a slight increase in borrowings.

Net loss. Our net loss decreased by $699,939, or 76.42%, to $216,017 for the year ended December 31, 2016 compared to a net loss of $915,956 for the comparable period in 2015. The decrease in net loss is due to the components discussed above.

Liquidity and Capital Resources . For the year ended December 31, 2016, received $184,409 in proceeds of long-term debt from related parties, net and $15,000 from the sale of stock/units. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $34,300 as of December 31, 2016, consisting of $1,084 in cash and $31,309 in prepaid expenses and other current assets and $1,907 in fixed assets.

Our working capital deficit was $286,311 as of December 31, 2016.

Our total liabilities are $318,704 as of December 31, 2016, which consists of $229,944 in the current portion of long-term debt due to related parties and $88,760 in accounts payable and accrued expenses.

As of December 31, 2016, our total stockholders’ deficit was $284,404 and our accumulated deficit was $1,467,716.

We had $199,651 in net cash used in operating activities for the year ended December 31, 2016, which included $216,017 in net loss, which amount was decreased by $6,723 in depreciation expense, $450 in accounts receivable, $39,702 in accounts payable and accrued expenses and then increased by $30,509 in prepaid expenses.

We had no cash provided by investing activities for the year ended December 31, 2016.

We had $199,409 in cash provided by financing activities for the year ended December 31, 2016, which was due to $184,409 in proceeds from long-term debt – related parties, net and $15,000 from the proceeds of stock/unit sales.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry forward and startup costs that may offset any future operating profit.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past quarter.

Capital Expenditures

The Company expended no amounts on capital expenditures for the six months ended June 30, 2017.

Off Balance Sheet Arrangements

At June 30, 2017 and December 31, 2016 there are no obligations that would qualify as off-balance sheet arrangements.

Item 3. Properties

We do not own any property. We previously leased an office from a third party at 201 Santa Monica Blvd., Suite 300, Santa Monica, California 90401-2224, the location of our business from inception. Our principal shareholder and legal counsel also uses this location. Commencing April 1, 2011 until August 3, 2017, our majority shareholder and legal counsel provided us with office space, on a month-to-month basis, for no charge. The estimated cost of the space was $200 per month from January 2013 to May 2013 and $100 per month from June 2013 to July 31, 2017. For the six months ended June 30, 2017, and for the years ended December 31, 2016 and 2015, we recorded imputed rent expense of 600, $1,200 and $1,200, respectively.

As of August 1, 2017, we are in the process of identifying a new location for office space.

Our main corporate mailing address is 14205 S.E. 36th St., Suite 100, Bellevue, WA 98006.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following tables set forth certain information regarding the ownership of our common stock as of August 24, 2017 (after giving effect to the Share Exchange Transaction), by:

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The percentages of common stock beneficially owned are calculated on the basis of 8,824,250 total common shares issued and outstanding after giving effect to the Share Exchange Agreement and the percentage of Series A Preferred Stock is based on the 50,000 shares issued and outstanding.

Unless otherwise indicated below, to the best of our knowledge each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

  ¹ Ajay Sikka is our controlling shareholder. Under the terms of the Series A Preferred Stock, he is entitled to 50,000 votes of common stock for each share of Series A Preferred Stock, thereby effectively giving him, in addition to his 3,788,596 common share votes, an additional 2,500,000,000 common share votes.

Changes in Control

Except for matters described in this Current Report regarding the Share Exchange Agreement and our Series A Preferred Stock, we are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of us. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of us.

Item 5. Directors and Executive Officers

The following persons are our executive officers and directors as of July 19, 2017 and hold the positions set forth opposite their respective names. The members of the Board of Directors serve until the next annual meeting and a successor is appointed and qualified, or until resignation or removal.

Business Experience

The following is a brief description of the business experience of our executive officers and directors:

Ajay Sikka, Chairman and Director, President and Chief Financial Officer

Ajay Sikka, age 50, was appointed to our Board as its Chairman the Board appointed him as our Chief Executive Officer, President, Chief Financial and Accounting Officer on July 19, 2017. From May 2014 to the present, Mr. Sikka has served as Chief Executive Officer of OmniM2M, Inc., an IIoT hardware, software and services company. From March 2011 to the present, Mr. Sikka has also served as Chief Executive Officer of Ci2i Services, Inc., an IIoT analytics and marketing company that is focused on providing services and support to enterprise customers, including Microsoft, Staples, Accenture, and Pactera. From April 2004 to Feb 2011, Mr. Sikka served as Senior Director at Microsoft Corp. in Redmond, Washington, where he worked in multiple teams, including Law & Corporate affairs, Central IT, and Business Strategy. He also managed Microsoft’s CloudCRM team that provided Customer Relationship Management (CRM) services within Microsoft. From April 2000 to March 2004, Mr. Sikka served as Chief Executive Officer of IndiaHQ Solutions, Inc., a content provider (Websites, newspapers, Yellow pages) for the South Asian community. That company was sold in 2004. From April 1996 to April 2000, Mr. Sikka served as Group Manager at Microsoft Corp. in Redmond, Washington where he drove Microsoft’s internet business and content management initiatives with telecommunications and Internet service providers. He arrived at Microsoft subsequent to Microsoft’s purchase of Vermeer, that made the FrontPage product. Mr. Sikka is an active angel investor and board of director member for startup companies and new ventures in the Seattle area.

Lloyd T. Spencer, Vice President & Secretary

Lloyd Spencer, age 61, is a member of our Board and was appointed to our Board and as our Vice President and Secretary on July 19, 2017. From September 20, 2007 to the present, Mr. Spencer has also served as President and CEO of Open Road Shipping, Inc., formerly known as CoroWare, whose business is currently in a state of transition. From October 2004 to June 2006, Mr. Spencer was a co-founder and President of CoroWare, Inc., a Washington State private company that was acquired by Innova Holdings, Inc., which is now known as Open Road Shipping, Inc. From July 2006 until present, Mr. Spencer has served in multiple position in CoreWare, Inc. From June 2002 to September 2004, Mr. Spencer was Vice President of Sales at Planet Technologies, a systems integration company based in Germantown, MD. From November 1996 to August 2001, Mr. Spencer was Solutions Unit Manager and Group Product Manager at Microsoft in Redmond, Washington. Prior to Microsoft, Mr. Spencer served as Assistant Vice-President and Business Unit Manager at Newbridge Networks; and Product Line Manager at Sun Microsystems. Mr. Spencer began his career as a software development engineer at Hewlett-Packard Corporation in Cupertino, California. Mr. Spencer received his Bachelor’s degree from Cornell University in 1980 with a major in Biology and Animal Science and with an emphasis in Immunogenetics.

Involvement in Certain Legal Proceedings

Except as set forth in the director and officer biographies above, to the Company’s knowledge, during the past ten (10) years, none of the Company’s directors, executive officers, promoters, control persons, or nominees has been:

Committees of the Board of Directors

Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.

Corporate Governance

Board Independence

We currently have two directors serving on our board of directors. Our Board of Directors has adopted the definition of “independence” as described in NASDAQ Rules 4200 and 4350. Independent directors would not include anyone who, within the past three years, be employed by us or any of our parent or subsidiary or any of their family members; or any director who is, or who has a family member who is, a controlling shareholder. Our board of directors has determined that no directors meet the independence requirements. We may obtain independent directors in the future but there is no assurance that we will do so.

Code of Business Conduct and Ethics

In September 30, 2009, we adopted a Code of Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement, which is incorporated herein. We will provide a copy of the Code of Ethics to any person without charge, upon request. The request for a copy can be made in writing to TraqIQ, Inc., 14205 S.E. 36th St., Suite 100, Bellevue, WA 98006, Attention: Ajay Sikka, CEO.

Item 6. Executive Compensation

None of our executive officers have received any compensation for the last two fiscal years.

Stock Incentive Plan

We currently do not have any stock incentive plans with any of our executive officers or employees.

Employment Agreements

We currently do not have any employment agreements with any of our executive officers.

Director Compensation

We have not adopted compensation arrangements for members of our board of directors.

Directors’ and Officers’ Liability Insurance

The Company may obtain directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers in the near future, subject to certain exclusions. Such insurance also insures the Company against losses which we may incur in indemnifying our officers and directors.

Item 7. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Party Transactions

Except as described below, during the quarter ended June 30, 2017 and the past two years, there have been no transactions, whether directly or indirectly, between Donald P. Hateley or Ajay Sikka and any of our officers, directors or their family members.

The details for amount due from / to related parties were as follows:

Item 8. Legal Proceedings

None.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

There is no established public market for our common stock, and a public market may never develop. We are seeking a market maker to file an application with FINRA to be able to quote the shares of our common stock on the OTC Markets, which is overseen by FINRA commencing in the third quarter of 2017. There can be no assurance as to whether we will identify a market marker that will be willing to file an application and, if we identify one and it agrees to file an application, whether such market maker’s application will be accepted by FINRA. We cannot estimate the time that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

If we become able to have our shares of common stock quoted on the OTC MARKETS, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTC MARKETS), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTC MARKETS). What this means is that while DTC-eligibility is not a requirement to trade on the OTC MARKETS, it is a necessity to process trades on the OTC MARKETS if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

Except for our convertible note, we do not have any common equity subject to outstanding options or warrants to purchase or securities convertible into our common equity. In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.

If we have been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.

The number of shares sold by such person within any three-month period cannot exceed the greater of:

Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.

6,824,250 of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 registration statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

We were classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act; however, we do not believe we are now a shell company. As such, all restricted securities presently held by our stockholders may not be resold in reliance on Rule 144 until: (1) we file a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 registration statement with the SEC when we cease to be a “shell company, which we are doing with this Current Report;” (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the Form 8-K with the SEC reflecting our status as an entity that is not a shell company.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

However, no assurance can be given as to:

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

Common Stock Currently Outstanding

As of August 24, 2017, we have 6,824,250 shares of our common stock outstanding.

Preferred Stock Currently Outstanding

As of August 24, 2017, we have 50,000 shares of our Series A preferred stock issued and outstanding.

Holders

As of the date of this Report, we had 54 stockholders of record of our common stock and 1 stockholder of record of our Series A preferred stock who is also a common stockholder.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Directors deem relevant.

Transfer Agent

We have engaged Equity Stock Transfer as our transfer agent.

Item 10. Recent Sales of Unregistered Securities

On August 1, 2017, we sold 50,000 shares of our Series A preferred stock to one (1) accredited investor, who is our Chairman and CEO, in a transaction that is exempt under Section 4(a)(2) of the Securities Exchange Act.

Item 11. Description of Registrant’s Securities to be Registered

We were incorporated under the laws of the State of California on September 10, 2009. We are authorized to issue 300,000,000 shares of common stock, $0.0001 par value per share, and there are 6,824,250 common shares outstanding as of the date of this Current Report. We are authorized to issue 10,000,000 shares of preferred stock in series as fixed by our directors. As of the date of this Current Report, there are 50,000 Series A preferred shares outstanding.

Common Stock

Our articles of incorporation authorize the issuance of 300,000,000 shares of common stock with $0.0001 par value per share. As of the date of this Current Report, there are 6,824,250 shares of our common stock issued and outstanding held by 54 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders of our common stock:

Cumulative Voting

Holders of our common stock have cumulative voting rights as Section 708 of the California Corporations Code provides for cumulative voting for the election of directors and the express provisions of Section 708 will govern the election of directors. Under the cumulative voting method, a shareholder may multiply the number of shares owned by the number of directors to be elected and cast the total number of votes for any one candidate or distribute the total number of votes in any proportion among as many candidates as the shareholder desires. However, a shareholder may not cumulate votes for a candidate unless such candidate’s name has been placed in nomination prior to the voting and unless a shareholder has given notice at the Annual Meeting and prior to the voting of his intention to cumulate his votes. If any shareholder gives such notice, all shareholders (including those voting by proxy) may then cumulate their votes. The candidates receiving the highest number of votes up to the number of directors to be elected will be elected. To the extent our bylaws may be interpreted to conflict with cumulative voting rights, the provisions of Section 708 will govern and our shareholders will have cumulative voting rights.

We refer you to the Bylaws and our Articles of Incorporation and the applicable statutes of the State of California for a more complete description of the rights and liabilities of holders of our securities.

Preemptive Rights

No holder of any shares of our stock has preemptive or preferential rights to acquire or subscribe for any shares not issued of any class of stock or any unauthorized securities convertible into or carrying any right, option, or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value, in series as fixed by our directors. As of the date of this Current Report, there are 50,000 Series A preferred shares outstanding held by one stockholder who is also our Chairman and CEO.

We may issue the Preferred stock in series with preferences and designations as our directors may from time to time determine. The board may, without shareholders’ approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common shareholders and may assist management in impeding an unfriendly takeover or attempted changes in control. There are no restrictions on our ability to repurchase or reclaim our preferred shares while there is any arrearage in the payment of dividends on our preferred stock.

Item 12. Indemnification of Directors and Officers

We have a provision in our Articles of Incorporation at Article Five providing for indemnification of our officers and directors as follows: “The liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the Corporation and its stockholders through bylaw provisions or through agreements with agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits of such excess indemnification set forth in Section 204 of the Corporations Code.” The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporation Code) for breach of duty to the Corporation and its stockholders through bylaw provision or through agreement with agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporation Code, subject to the limits of such excess indemnification set forth 204 of the Corporation Codes.

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the California Corporation’s Code.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 13. Financial Statements and Supplementary Data

Since we are a smaller reporting company, as defined by §229.10(f)(1), we are not required to provide the information required by this Item.