8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) January 22, 2021

TRAQIQ, INC.

(Exact Name of Registrant as Specified in its Charter)

California	333-172658	30-0580318
(State or other jurisdiction of incorporation)	(Commission File number)	(IRS Employer Identification No.)

14205 SE 36^th Street, Suite 100, Bellevue, WA 98006

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code (425) 818-0560

(Former name or former address, if changed since last report.)

Copies to:

Sam Schmutte, Esq.

Alerding Castor LLP

47 S. Pennsylvania St., Ste 700

Indianapolis, IN 46204

Phone: 317.829.1910

Fax: 317.423.2089

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TRIQ	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 305 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 22, 2021, TraQiQ, Inc. (the “Company”) entered into a Share Exchange Agreement and completed the acquisition of Rohuma, LLC, a Delaware limited liability company (“Rohuma”). The Company filed a Current Report on Form 8-K on January 26, 2021 reporting on the acquisition of Rohuma. On February 17, 2021, the Company entered into another Share Exchange Agreement and completed the acquisition of Mimo Technologies Private Ltd., an Indian corporation (“Mimo”). The Company filed a Current Report on Form 8-K on February 17, 2021 reporting on the acquisition of Mimo.

This Form 8-K/A amends the Form 8-K the Company filed on January 22, 2021 and the Form 8-K the Company filed on February 17, 2021 to include pro forma financial information under Item 9.01 with respect to the acquisition of Rohuma and Mimo.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma Financial Information.

Pro Forma Unaudited Consolidated Financial Statements.

(c) Exhibits

Exhibit Number	Description
99.2	Pro Forma Unaudited Consolidated Financial Statements.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	TRAQIQ, INC.
Date: April 30, 2021	/s/Ajay Sikka
	Ajay Sikka
	Chief Executive Officer

3

EX-99.2

Exhibit 99.2

TRAQIQ, INC.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements give effect to the acquisition of the outstanding membership interests of Rohuma, LLC, (“Rohuma”) on January 22, 2021 by TraQiQ, Inc. (“TraQ” and the “Company”) and the acquisition of the outstanding membership interests of Mimo Technologies Private Ltd. (“Mimo”) on February 17, 2021 by TraQ, and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.

In January 2021, TraQ, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Rohuma, whereby as consideration for the transaction, Traq is to issue 4,292,220 shares of its common stock in exchange for the membership interests of Rohuma.

On February 17, 2021, the Company entered into a Share Exchange Agreement with Mimo Technologies Private Ltd., and Indian corporation (“Mimo”) and its shareholders, whereby the Mimo shareholders agreed to exchange all of their respective shares in Mimo in exchange for warrants to purchase 1,367,539 shares of the Company’s common stock.

The transactions are being accounted for as an acquisition of Rohuma and Mimo under ASC 805.

As a result of the transaction effected by the Exchange Agreements, at closing Rohuma and Mimo became subsidiaries of the Company.

The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 of the Company, Rohuma and Mimo gives effect to the above as if the transactions had occurred at the beginning of the period. The unaudited pro forma consolidated balance sheet at December 31, 2020 assumes the effects of the above as if this transaction had occurred as of January 1, 2020.

TRAQIQ, INC.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial statements are based upon, and should be read in conjunctions with the Company’s audited financial statements as of and for the year ended December 31, 2020.

The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties. Therefore, our actual results may vary materially from those discussed herein. The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results.

TRAQIQ, INC.

NOTES TO UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020

NOTE A – ACCOUNTING TREATMENT APPLIED AS A RESULT OF THIS TRANSACTION

The acquisition of Rohuma and Mimo are being accounted for as a business combination, whereby TraQ is the acquierer.

NOTE B – ADJUSTMENT

(a)	To record the acquisition of Rohuma.
(b)	To record the issuance of shares of common stock in January 2021 for cash and conversion of certain note payable and accrued interest.
(c)	To record the acquisition of Mimo.
(d)	To adjust for the write-off of certain amounts outstanding between TraQ and Mimo.

NOTE C – PRO FORMA WEIGHTED AVERAGES SHARES OUTSTANDING

Pro forma shares outstanding assuming the transaction occurred as of September 30, 2020:

TraQ Weighted Average Shares Outstanding	27,297,960
Shares issued to acquire Rohuma	4,292,220
Shares issued for cash and conversion of notes payable	834,338
Pro forma shares outstanding	32,424,518

TRAQIQ, INC. AND SUBSIDIARIES

PROFORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2020

	TRAQ			ROHUMA			MIMO			ADJUSTMENTS					CONSOLIDATED
ASSETS					C
CURRENT ASSETS
Cash	$	29,658		$	6,027		$	10,381		$	456,000	B			$	1,027,066
											525,000	D
Accounts receivable, net of allowance		521,618			4,179			344,776								870,573
Note receivable - related party		227,877			-			-				F		227,877		-
Prepaid expenses and other current assets		322,286			8,943			34,127								365,356
Total current assets		1,101,439			19,149			389,284			981,000			227,877		2,262,995
Fixed assets, net		36,373			4,512			157,133								198,018
Intangible assets, net		444,584			-			-								444,584
Goodwill											3,520,300	A				6,613,276
											3,092,976	E
Restreicted cash		28,746			-			2,738								31,484
Right-of-use asset		126,118			-			-								126,118
Long-term investments		40,603			1,440			-								42,043
Other assets		3,196			-			-								3,196
Total non-current assets		679,620			5,952			159,871			6,613,276			-		7,458,719
TOTAL ASSETS	$	1,781,059		$	25,101		$	549,155		$	7,594,276		$	227,877	$	9,721,714
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Current portion of long-term debt	$	133,761		$	10,000		$	-								$143,761
Current portion of long-term debt - related parties		1,843,399			37,776			774,780			25,000	B				2,403,078
											227,877	F
Current portion of convertible debt - long-term debt		241,334			-			-			156,687	B				609,647
												D		525,000
Cash overdraft		188,721			2,980			-								191,701
Accounts payable and accrued expenses		1,163,505			58,181			923,398			43,000	B				2,102,084
Current portion of lease liabilities		8,779			-			-								8,779
Accrued payroll		327,084			-			109,850								436,934
Accrued taxes and duties payable		46,577			2,688			-								49,265
Total current liabilities		3,953,160			111,625			1,808,028			452,564			525,000		5,945,249
NON-CURRENT LIABILITIES
Long-term debt - related parties, net of current portion		-			-			156,538								156,538
Lease liabilities - net of current portion		125,219			-			-								125,219
Long-term debt, net of current portion		59,856			-			-								59,856
Total non-current liabilities		185,075			-			156,538			-			-		341,613
COMMITMENTS AND CONTINGENCIES		-			-			-			-			-		-
Total liabilities		4,138,235			111,625			1,964,566			452,564			525,000		6,286,862
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock		5			-			-								5
Common Stock		2,730			-			2,274				A		429		3,242
												B		83
											2,274	E
Additional paid-in-capital		117,261			297,612			22,312				B		680,604		5,871,659
											297,612	A
												A		3,433,347
												E		1,640,447
											22,312	E
Accumulated other comprehenive income (loss)		27,721			-			37,118								64,839
Accumulated deficit		(2,504,893	)		(384,136	)		(1,477,115	)			A		384,136		(2,504,893	)
												E		1,477,115
Total stockholders’ equity (deficit)		(2,357,176	)		(86,524	)		(1,415,411	)		322,198			7,616,161		3,434,852
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,781,059		$	25,101		$	549,155		$	774,762		$	8,141,161	$	9,721,714

Adjustment Notes
A	Represents the issuance of 4,292,220 shares for the acquisition of Rohuma on January 22, 2021 (value was $0.80 per share)
B	Represents shares of stock issued for cash ($456,000) as well as for conversion of notes payable and accrued interest ($224,687) prior to acquisition of Mimo
C	Represents balances of Rohuma as of January 22, 2021, the date of acquisition. There were no material differences in the assets and liabilities from January 1 through January 21.
D	Represents proceeds received from new convertible notes in January 2021
E	Represents value of the acquisition of Mimo
F	Write-off of note between TRAQ and MIMO

TRAQIQ, INC. AND SUBSIDIARIES

PROFORMA STATEMENTS OF OPERATIONS

Year Ended December 31, 2020

	TRAQ			ROHUMA			MIMO			ADJUSTMENTS					CONSOLIDATED
REVENUES
Revenue from services	$	1,009,949		$	255,661		$	142,309							$1,407,919
		1,009,949			255,661			142,309							1,407,919
COST OF REVENUES
Cost of services		546,569			115,436			462,110							1,124,115
		546,569			115,436			462,110							1,124,115
GROSS PROFIT		463,380			140,225			(319,801	)						283,804
OPERATING EXPENSES:
Salaries and salary related costs		284,258			107,191			-							391,449
Professional fees and consulting		201,430			30,449			4,449							236,328
General and administrative		101,845			24,718			314,466							441,029
Depreciation and amortization		47,988			3,663			32,895							84,546
Rent		182,827			5,115			-				B	100,000		87,942
Total operating expenses		818,348			171,136			351,810							1,241,294
Gain (Loss) from operations		(354,968	)		(30,911	)		(671,611	)						(957,490)
OTHER EXPENSE:
Other income (loss)		76,248			-			-			25,000	B			51,248
Interest expense, net of interest income		(328,380	)		(2,242	)		(15,872	)						(346,494)
Other income (expense), net		(252,132	)		(2,242	)		(15,872	)						(295,246)
Loss from before provision for income taxes		(607,100	)		(33,153	)		(687,483	)						(1,252,736)
													``
PROVISION FOR INCOME TAXES		809			-			(68,369	)						(67,560)
NET LOSS	$	(607,909	)	$	(33,153	)	$	(619,114	)					$	(1,185,176)
NET LOSS PER SHARE
Basic	$	(0.02	)		N/A			N/A							$(0.04)
Diluted	$	(0.02	)		N/A			N/A							$(0.04)
SHARES USED IN CALCULATION OF NET LOSS PER SHARE
Basic		27,297,960										A	5,126,558		32,424,518
Diluted		27,297,960										A	5,126,558		32,424,518

Adjustment Notes
A	Represents the issuance of 4,292,220 shares for the acquisition of Rohuma on January 22, 2021 as well as for conversion of debt and cash
B	Represents estimated change in value based on changes to agreements