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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

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 FORM 10-Q 

 

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(Mark One) 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission File Number: 0-55729

(Name of registrant as specified in its charter)

 

 

910 Sylvan Avenue, Suite 150

(Address of principal executive offices) (Zip Code)

 

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☑ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of June 9, 2017, there were 5,761,500 shares of common stock issued and outstanding.

  

TABLE OF CONTENTS

 

  

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

 

 

PART 1 - FINANCIAL INFORMATION

 

 

TRAQER CORP.

(Unaudited)

 

 

 

		May 31,				August 31,
		2017				2016
ASSETS
CURRENT ASSETS
Cash		$	2,596			$	4,385
Accounts receivable			970				250
TOTAL CURRENT ASSETS			3,566				4,635
TOTAL ASSETS		$	3,566			$	4,635
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable & accrued liabilities		$	46,271			$	18,726
Accounts payable & accrued liabilities - related party			25				4,119
Deferred revenue			1,452				488
Notes payable - related party			101,389				3,389
TOTAL CURRENT LIABILITIES			149,137				26,722
NOTES PAYABLE - RELATED PARTY			121,550				147,000
TOTAL LIABILITIES			270,687				173,722
COMMITMENTS AND CONTINGENCIES			-				-
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized, 5,761,500 and 5,761,500 shares issued and outstanding, respectively			5,762				5,762
Additional paid-in capital			14,016				6,903
Accumulated deficit			(286,899	)			(181,752	)
TOTAL STOCKHOLDERS' DEFICIT			(267,121	)			(169,087	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	3,566			$	4,635

 

		For the Nine Months Ended May 31,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(105,147	)		$	(118,588	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of accounts payable			(11,682	)
Imputed interest on notes payable to related parties			7,113
Changes in operating assets and liabilities:
Increase in accounts receivable			(720	)			-
Increase / (decrease) in accounts payable			39,227				19,109
Decrease in accrued expenses - related party			(4,094	)			-
Increase in deferred revenue			964				-
Net Cash Used In Operating Activities			(74,339	)			(99,479	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of notes payable - related party			72,550				98,000
Net Cash Provided By Financing Activities			72,550				98,000
NET INCREASE  IN CASH			(1,789	)			(1,479	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			4,385				2,757
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	2,596			$	1,278
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest expense		$	-			$	-
NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of amounts due to related parties to notes payable - related parties		$				$	3,389

See accompanying notes to financial statements.

TRAQER CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

Traqer Corp. (the “Company”) was originally organized in the State of Nevada on April 4, 2014. The Company is a startup company that provides volunteer management software to non-for-profit organizations and companies that support and sponsor volunteering activities for their work force. The intent is to provide a Software As a Service (“SAAS”) application that supports mobile devices and tablets and makes the activity tracking and communication with the volunteers easy and efficient.   

 

Interim Financial Statements

 

The accompanying unaudited interim financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended August 31, 2016, as reported in the Company’s Annual Report on Form 10-K, have been omitted.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

NOTE 2 – GOING CONCERN

 

The Company had an accumulated deficit of $286,899 as of May 31, 2017, and cash used in operations of $74,339 for the nine months ended May 31, 2017. Losses have principally occurred as a result of the lack of a source of recurring revenues and the substantial resources required for research and development and marketing of the Company’s products which included the general and administrative expenses associated with its organization and product development. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management plans to obtain additional funding and implement its strategic plan to allow the opportunity for the Company to continue as a going concern, but there is no guarantee the Company will be successful.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

Accounts Receivable

 

Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to pay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. 

Stock-Based Compensation

 

The measurement and recognition of compensation expense for all share-based payment awards made to employees and directors is recognized in the financial statements, based on their fair value. The Company measures share-based compensation to consultants and recognizes the fair value of the award over the period the services are rendered or goods are provided.

 

Basic and Diluted Loss Per Share

 

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. There are no dilutive securities issued for the periods presented in the accompanying financial statements.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Foreign Currency

 

The Company has determined that the functional currency of the Company is U.S. Dollars. Foreign currency transaction gains and losses are included in the statement of operations as other income (expense).

  

Revenue Recognition

 

Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

The Company recognizes revenue from setup fees initially as deferred revenue and amortizes the amounts received over the term of the agreements. Revenue from the sale of software subscriptions are recognized over twelve months. Revenue from monthly subscription fees are recorded during the month the membership is earned.

 

 New Accounting Pronouncements

  

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On December 15, 2015, the Company engaged Front Runner, Ltd., a related party, which specializes in online platforms and mobile applications to complete the back-end and reporting aspects of the SaaS software. This is technology needed to finalize the software and we expect the process to be complete within twelve months. The Company will pay Front Runner, Ltd. total project fees of $120,000.  An initial non-refundable deposit of $10,000 was due to be paid upon execution of the agreement and was included in accounts payable and accrued liabilities – related party as of February 29, 2016, $10,000 to be paid upon the execution of each of the ten milestones, with the remaining $10,000 balance to be paid upon final sign-off. As of September 2016, most of the software was developed and $90,000 was paid to Front Runner for the development. During the nine months ended May 31, 2017, the Company notified Front Runner, Ltd. that it will be delaying the completion of the final milestone.

 

The Company entered into an employment agreement dated August 1, 2016 with Bess Audrey Lipschutz. Pursuant to the agreement, Ms. Lipschutz will continue to be employed as Chief Executive Officer of the Company. The term of the agreement is one year. During the term of the agreement, Ms. Lipschutz will be entitled to a base salary at the annualized rate of $30,000. As of May 31, 2017 and August 31, 2016, Ms. Lipschutz is owed $25,000 and $2,500, respectively.

 

The Company entered into an employment agreement dated August 1, 2016 with Shlomit Chaya Frommer. Pursuant to the agreement, Ms. Frommer will continue to be employed as the Chief Financial Officer of the Company. The term of the agreement is one year. During the term of the agreement, Ms. Frommer will be entitled to a base salary at the annualized rate of $20,000.  As of May 31, 2017 and August 31, 2016, Ms. Frommer is owed $16,667 and $1,667, respectively.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

On August 1, 2016, Ajay Movalia accepted an appointment to serve on the Board of Directors of the Company. In connection with Mr. Movalia’s appointment as a director, the Company and Mr. Movalia entered into a director agreement whereby Mr. Movalia will receive 3,000 shares of common stock valued at the fair market value of the common stock on the date of grant at $30 ($0.01 per share).

 

  

 

The following is management’s discussion and analysis of the consolidated financial condition and results of operations of Traqer Corp. (“Traqer”, the “Company”, “we”, and “our”) for the quarter ended February 28, 2017. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements. The following information should be read in conjunction with the consolidated interim financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (this “Report”).

 

Overview

 

We were incorporated on April 4, 2014 under the laws of the state of Nevada. We are a provider of a cloud-based, volunteer tracking software solution aimed for organizations, non-profits and corporations. Our software will track employees and volunteers’ time specifically for time spent on volunteer activities. We will use innovative technologies and scalable platforms to give us the ability to offer a comprehensive solution to large and medium size organizations. Our Software-as-a-Service, or SaaS, platform will enable organizations to customize the activities and rewards available to their employees and volunteers. The software will be available on multiple devices including desktop computers, tablet computers and cell phones.

 

Our volunteer tracking software can be re-branded (white label) by organizations for their users. The users will have access on to the system on multiple digital platforms from any internet enabled location. By adapting the SaaS model we will offer our potential clients ease and speed of deployment, lower cost of ownership and the ability to grow and upgrade easily. Our cloud based platform also allows for easy scalability. Our solution facilitates the ability for the organization to show recognition and to award their employees/volunteers with points that can be redeemed for prizes. The awards and point values are totally customizable by the client.

 

Through our SaaS platform, our clients will benefit from a low cost of ownership, shorter implementation cycle and access to the latest version of our software. Additionally, our volunteer tracking solution will have intuitive web and mobile-based user interfaces that are easy for employees/volunteers to use across devices and environments. The easy new client signup and setup model and client-specific branding can lead to viral and organic adoption and our SaaS platform scales to support large, global implementations.

  

On December 15, 2015, the Company engaged Front Runner, Ltd., which specializes in online platforms and mobile applications, to complete the back-end and reporting aspects of the SaaS software. This technology was needed to finalize the software. The original agreement called for the Company to pay Front Runner, Ltd. total project fees of $120,000 consisting of an initial non-refundable deposit of $10,000 upon execution of the agreement, $10,000 to be paid upon the execution of each of ten (10) milestones, with the remaining $10,000 balance to be paid upon final sign-off.  By October 1, 2016 Front Runner completed a sufficient amount of the project so that it was functional and marketing could commence and Front Runner has received an aggregate of $100,000.  The parties have mutually agreed to delay work on the final milestone and payment therefore until a future date so that the Company can receive feedback from its clients and have that included in the final product.

As a result, we have a fully functional product that is available on the desktop browser, Android mobile platform and iPhone mobile platform.  Two organizations are now using the product and signing up new individual chapters.

Target Market

 

We primarily focus on not-for-profit organizations that run volunteer programs, ideally, larger organizations with a national presence and multiple chapters. The low cost of the product per chapter makes it attractive to such organizations to enroll. A potential secondary market is large businesses that offer volunteering opportunities to their employees for some recognition or gain. Those companies usually track the volunteering activities on spreadsheets or as part of their HR system. However, most HR systems do not have proper support for these activities, especially not for self-reported activities. Management believes the Traqer system will be a good solution for both target markets.

 

Marketing and Sales

 

We plan to sell our social recognition solution through inside sales personnel based in the United States. Our sales organization is focused on establishing a client base. In addition, we plan to market our products using modern online marketing methods including display ads, search engine marketing, social media and target influencers such as celebrities and sports personalities. We anticipate that the online marketing efforts will target online sales through lead generation and social marketing. Marketing includes use of our corporate website to provide product and company information. Future efforts to begin a mailing campaign and social networking blogging are planned.

Intellectual Property

 

Our volunteer management system software has not been registered with the U.S. Patent and Trademark Office.

Limited Operating History

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have generated only minimal revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Results of Operation

For the Three Months Ended May 31, 2017 as compared to the Three Months Ended May 31, 2016

 

Revenues

 

We had nominal revenue of $1,285 and $0 for the three months ended May 31, 2017 and 2016, respectively. Due to adding new customers at the end of 2016.

 

Operating Expenses

 

We incurred total operating expenses of $24,776 and $60,968 for the three months ended May 31, 2017 and 2016, respectively. For the three months ended May 31, 2017, $4,950 for general and administrative expenses.  The remaining $19,826 is primarily for professional fees associated with public company reporting expenses.

Net Loss

 

During the three months ended May 31, 2017 and 2016, we incurred a net loss of $30,604 and $60,968, respectively.

For the Nine Months Ended May 31, 2017 as compared to the Nine Months Ended May 31, 2016

 

Revenues

 

We had nominal revenue of $3,603 and $0 for the nine months ended May 31, 2017 and 2016, respectively. Due to adding new customers at the end of 2016.

 

Operating Expenses

 

We incurred total operating expenses of $113,319 and $118,553 for the nine months ended May 31, 2017 and 2016, respectively. For the nine months ended May 31, 2017, $10,000 of these expenses were for software development costs to a related party and $19,470 for general and administrative expenses.  The remaining $83,849 is primarily for professional fees associated with public company reporting expenses.

Gain on Settlement of Accounts Payable

During the nine months ended May 31, 2017 the Company recorded an $11,682 gain on settlement of accounts payable.

 

Net Loss

 

During the nine months ended May 31, 2017 and 2016, we incurred a net loss of $105,147 and $118,588, respectively.

Liquidity and Capital Resources

 

As of  May 31, 2017, the Company had a working capital deficit of $145,571, an accumulated deficit of $286,899 and had earned only a de minimis amount of revenues which was insufficient to cover its operating costs. The Company intends to fund future operations through loans from shareholders and potential equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

 

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these issues, management intends to raise additional funds through loans from shareholders and potential equity offerings although it does not currently have any commitments to obtain such funds.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

       

Cash Flows from Operating Activities

 

During the nine months ended May 31, 2017 and 2016, the Company used cash in operating activities of $74,339 and $99,479, respectively. The cash used in operating activities during the nine months ended May 31, 2017 and 2016, was primarily related to the Company’s net losses.

   

Cash Flows from Financing Activities

 

During the nine months ended May 31, 2017 and 2016, the Company had cash provided by financing activities of $72,550 and $98,000, respectively. The cash provided by financing activities during the nine months ended May 31, 2017 and 2016 was primarily related to proceeds from the issuance of notes payable to related parties.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

 

Disclosure of Controls and Procedures

 

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934 are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure.

 

a)	Lack of audit committee. The Company does not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

b)	Lack of proper segregation of duties due to limited personnel.

c)	Lack of a formal review process related to financial reporting that includes multiple levels of review.

 

The Company’s management is committed to improving the Company’s internal controls and will: (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel; and (3) may consider appointing outside directors and audit committee members in the future.

 

The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have discussed the material weakness noted above with the Company’s independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

  

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended May 31, 2017 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other information

 

None.

   

*	In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

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 thereunto duly authorized.