TRAQIQ, INC.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements give effect to the acquisition of the outstanding common shares of Mann-India Technologies Private Ltd., (“Mann”) on May 16, 2019 by TraqIQ, Inc. (“Traq” and the “Company”) and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.

In May 2019, Traq, a California corporation entered into a Share Exchange Agreement (the “Exchange Agreement”) with Mann, whereby as consideration for the transaction:

(a)	Traq is to deliver 1,329,272 warrants valued at $486,912 (value of $.3663 per warrant based on a $10mm valuation of Traq) in three tranches in the next two years. The warrants have criteria attached to them and can be reduced if certain earning figures are not achieved by Mann.
(b)	Traq is to assume debt of $144,088 from Mann.
(c)	Traq is to pay $270,000 of accounts payable.

The transaction is being accounted for as an acquisition of Mann.

As a result of the transaction effected by the Exchange Agreement, at closing Mann became a wholly owned subsidiary of the Company.

The following unaudited pro forma consolidated statement of operations for three months ended March 31, 2019 and the year ended December 31, 2018 of the Company and Mann 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 March 31, 2019 assumes the effects of the above as if this transaction had occurred as of January 1, 2018.

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, 2018 and the audited consolidated financial statements of Mann as of and for the year ended December 31, 2018.

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 THREE MONTHS ENDED MARCH 31, 2019 AND

FOR THE YEAR ENDED DECEMBER 31, 2018

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

The acquisition of Mann is being accounted for as a business combination, whereby Traq is the acquirer.

NOTE B – ADJUSTMENT

(a) To record the acquisition of Mann-India which includes the adjustment of certain amounts to their respective fair values.

NOTE C – PRO FORMA WEIGHTED AVERAGES SHARES OUTSTANDING

Pro forma shares outstanding assuming the transaction occurred as of March 31, 2019:

Traq Weighted Average Shares Outstanding	27,297,960
Shares issued to acquire Mann	1,329,272
Pro forma shares outstanding	28,627,232

TRAQIQ, INC. AND SUBSIDIARIES

PROFORMA CONSOLIDATED BALANCE SHEET

MARCH 31, 2019

	TRAQ			MANN			ADJUSTMENTS					CONSOLIDATED
ASSETS
CURRENT ASSETS
Cash	$	1,517		$	1,210							$	2,727
Accounts receivable, net of allowance		11,494			593,592								605,086
Accrued revenue		-			7,954								7,954
Other current assets		-			166,496								166,496
Total current assets		13,011			769,252								782,263
Property and equipment, net		-			72,055								72,055
Intangible assets, net		-			1,043,930								1,043,930
Goodwill		-			-	A		756,912					756,912
Lease right-of-use asset		-			579,446								579,446
Restricted cash		-			248,706								248,706
Long-term investments		-			42,914								42,914
Other assets		-			38,548								38,548
Total non-current assets		-			2,025,599								2,782,511
TOTAL ASSETS	$	13,011		$	2,794,851		$	756,912		$	-	$	3,564,774
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Current portion of long-term debt	$	31,196		$	71,195							$	102,391
Current portion of long-term debt - related parties		921,655			-								921,655
Current portion of convertible debt - long-term debt		241,334			-								241,334
Cash overdraft		-			593,496				B		270,000		863,496
Accounts payable and accrued expenses		584,513			158,473								742,986
Current portion of lease liabilities		-			117,545								117,545
Accrued payroll		-			274,677								274,677
Other current liabilities		-			67,610								67,610
Total current liabilities		1,778,698			1,282,996								3,331,694
NON-CURRENT LIABILITIES
Other liabilities		-			3,342								3,342
Accrued payroll and related benefits - long-term		-			85,816								85,816
Lease liabilities - net of current portion		-			467,662								467,662
Deferred tax liabilites, net - long-term		-			142,351								142,351
Long-term debt, net of current portion		-			22,339								22,339
Total non-current liabilities		-			721,510								721,510
COMMITMENTS AND CONTINGENCIES		-			-								-
Total liabilities		1,778,698			2,004,506								4,053,204
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock		5			-								5
Common Stock		2,730			52,092				A		13		54,835
Additional paid-in-capital		12,355			1,002,875				A		486,899		1,502,129
Accumulated other comprehenive income (loss)		-			17,668								17,668
Accumulated deficit		(1,780,777	)		(282,290	)		-					(2,063,067	)
Total stockholders’ equity (deficit)		(1,765,687	)		790,345								(488,430	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	13,011		$	2,794,851		$	-		$	756,912	$	3,564,774

Adjustment Notes

A Recod warrants issued in acquisition and reflect the exercise of those warrants effective on date of acquisition

B The $270,000 paid by Traq to acquire Mann

F-1

TRAQIQ, INC. AND SUBSIDIARIES

PROFORMA STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2019

	TRAQ			MANN			ADJUSTMENTS			CONSOLIDATED
REVENUES
Revenue from services	$	5,565		$	315,093					$	320,658
		5,565			315,093						320,658
COST OF REVENUES
Cost of services		4,071			194,404						198,475
		4,071			194,404						198,475
GROSS PROFIT		1,494			120,689						122,183
OPERATING EXPENSES:
Salaries and salary related costs		600			-						600
Professional fees and consulting		46,843			-						46,843
General and administrative		16,050			22,320						38,370
Depreciation and amortization		-			49,995						49,995
Rent		285			-						285
Total operating expenses		63,778			72,315						136,093
Gain (Loss) from operations		(62,284	)		48,374						(13,910	)
OTHER EXPENSE:
Other income (loss)		-			386						386
Interest expense, net of interest income		(44,050	)		(15,174	)					(59,224	)
Other income (expense), net		(44,050	)		(14,788	)					(58,838	)
Loss from before provision for income taxes		(106,334	)		33,586						(73,134	)
PROVISION FOR INCOME TAXES		(668	)		2,521						1,853
NET LOSS	$	(107,002	)	$	36,107					$	(71,281	)
NET LOSS PER SHARE
Basic	$	(0.00	)	$	0.11					$	(0.00	)
Diluted	$	(0.00	)	$	0.11					$	(0.00	)
SHARES USED IN CALCULATION OF NET LOSS PER SHARE
Basic		27,297,960			322,088			A	1,329,272		28,627,232
Diluted		27,297,960			322,088			A	1,329,272		28,627,232

Adjustment Notes

A Adjust outstanding shares for the 1,329,272 warrants that are assumed to be immediately exercised into shares of common stock

F-2

TRAQIQ, INC. AND SUBSIDIARIES

PROFORMA STATEMENTS OF OPERATIONS

Year Ended December 31, 2018

	TRAQ			MANN			ADJUSTMENTS			CONSOLIDATED
REVENUES
Revenue from services	$	181,318		$	1,055,347					$	1,236,665
		181,318			1,055,347						1,236,665
COST OF REVENUES
Cost of services		179,086			732,580						911,666
		179,086			732,580						911,666
GROSS PROFIT		2,232			322,767						324,999
OPERATING EXPENSES:
Salaries and salary related costs		18,669			-						18,669
Professional fees and consulting		158,168			-						158,168
General and administrative		86,793			311,481						398,274
Depreciation and amortization		-			224,276						224,276
Product development		-			102,626						102,626
Rent		2,331			-						2,331
Total operating expenses		265,961			638,383						904,344
Loss from operations		(263,729	)		(315,616	)					(579,345	)
OTHER INCOME (EXPENSE):
Other income		25,000			1,010						26,010
Forgiveness of debt		11,330			-						11,330
Interest expense, net of interest income		(170,462	)		(91,683	)					(262,145	)
Other income (expense), net		(134,132	)		(90,673	)					(224,805	)
Loss from before provision for income taxes		(397,861	)		(406,289	)					(804,150	)
PROVISION FOR INCOME TAXES		-			77,877						77,877
NET LOSS	$	(397,861	)	$	(328,412	)				$	(726,273	)
NET LOSS PER SHARE
Basic	$	(0.01	)	$	(1.08	)				$	(0.03	)
Diluted	$	(0.01	)	$	(1.08	)				$	(0.03	)
SHARES USED IN CALCULATION OF NET LOSS PER SHARE
Basic		27,297,960			304,455			A	1,329,272		28,627,232
Diluted		27,297,960			304,455			A	1,329,272		28,627,232

Adjustment Notes

A Adjust outstanding shares for the 1,329,272 warrants that are assumed to be immediately exercised into shares of common stock

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