our ability to compete effectively with existing and new entrants to the Indian travel industry, including both online travel companies as well as traditional travel agents and tour providers; and

the growth of the internet as a medium for commerce in India.

Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategy.

We depend on certain related persons transactions and may continue to rely on related persons for key development and support activities.

As described more fully in “Certain Relationships and Related Person Transactions,” we have entered into, and may continue to enter into, transactions with related persons. We rely on associates and enterprises that our president and vice president control for key development and support activities. While we believe that our related persons’ interests align with our own, we may not have entered into such transactions on an arm’s-length basis. While we presently benefit from free services or deferred payments, in the long-term, we may have achieved more favorable terms had we entered into such transactions with unrelated parties. In addition, if these related persons withdrew their support from our business, the associated loss of preferential business arrangements could significantly increase our operating costs and adversely affect our results of operations to the point that we might be forced to cease operations.

We will not be able to develop or continue our business if we fail to attract and retain key personnel.

Our future success depends on our ability to attract, hire, train and retain a skilled senior management team and other key personnel. The loss of the services of our executive officers or other key employees could adversely affect our business. We face competition in securing qualified personnel possessing the skills necessary to implement our strategy, and we may fail to attract or retain the employees necessary to execute our business model successfully.

Our success depends to a significant degree upon the continued contributions of our key management and other personnel. In particular, we believe that our future success is highly dependent on the technical expertise, financial support and key contracts and arrangements of our executive officers and directors, Deepak Sharma and Sachin Mandloi. Messrs. Sharma and Mandloi may voluntarily terminate their services at any time. We have not entered into employment agreements with them and do not expect to enter into such agreements. If Messrs. Sharma, Mandloi or any other key members of our management team leave the company, our business could suffer and the value of our common stock would likely decline, if we are able to continue in business at all.

U.S. Federal Income Tax Reforms could adversely affect us.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act (the “TCJ Act”). The TCJ Act makes broad and complex changes to the U.S. corporate income tax system and includes a Transition Toll Tax (the “Toll Charge”), which is a ~~one time~~one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. The Toll Charge will be paid over an ~~eight year~~eight-year period, starting in 2018, and will not accrue interest. The TCJ Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. As our foreign owned subsidiary has no history of operating income our preliminary estimate is that we will not be subject to the Toll Charge. Management is still finalizing their analysis related to certain matters, such as developing interpretations of the provisions of the TCJ Act, changes to certain estimates and evaluating amounts related to the earnings and profits of our foreign subsidiary, and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the TCJ Act may require changes in our estimates, which could have a material adverse effect on our business, results of operations or financial conditions. ~~While we~~We do not ~~anticipate that the GILTI will~~ have aany material impact on our financial results ~~we may have to accrue~~ for ~~GILTI in~~the fiscal ~~2019, which will have an impact on our financial results for fiscal 2019.~~

year ended March 31,2019.

Third parties claiming that we infringe on their proprietary rights could cause us to incur significant legal expenses and prevent us from operating our business.

From time to time, we may receive claims that we have infringed the intellectual property rights of others, including claims regarding copyrights and trademarks. Former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we are not successful in defending such claims, we could be required to suspend certain services, redesign our platform, pay monetary damages or enter into royalty or licensing arrangements. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all. We may incur significant expenditures to investigate, defend and settle claims related to the use of technology and intellectual property rights.

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We cannot be sure that our intellectual property is protected from copying or use by others, including current or potential competitors.

Our websites rely on content, brands and technology, much of which is proprietary. We protect our proprietary content, brands and technology by relying on a combination of trademarks, copyrights, trade secrets, patents and confidentiality agreements. Any misappropriation or violation of our rights could have a material adverse effect on our business. Even with these precautions, it may be possible for another party to copy or otherwise obtain and use our proprietary technology, content or brands without authorization or to develop similar technology, content or brands independently.

Effective intellectual property protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending our rights. In addition, effective intellectual property protection may not be available in every jurisdiction in which our services are made available and policing unauthorized use of our intellectual property is difficult and expensive. Therefore, in certain jurisdictions, we may be unable to protect our intellectual property adequately against unauthorized third-party copying or use, which could adversely affect our business or ability to compete. We cannot be sure that the steps we have taken will prevent misappropriation or infringement of our intellectual property. Furthermore, we may need to go to court or other tribunals or administrative bodies in order to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. These proceedings might result in substantial costs and diversion of resources and management attention. Our failure to protect our intellectual property in a cost-effective or effective manner could have a material adverse effect on our business and ability to protect our technology, content and brands.

A failure of one or more key information technology systems, networks, processes, associated sites or service providers could have a material adverse impact on the Company’s business or reputation.

The Company relies extensively on information technology (IT) systems, networks and services, including Internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting business. The various uses of these IT systems, networks and services include, but are not limited to:

booking and managing our services from suppliers;

collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data;

processing transactions;

summarizing and reporting results of operations;

marketing and selling products and services to consumers;

hosting, processing and sharing confidential and proprietary research, business plans and financial information;

complying with regulatory, legal or tax requirements;

providing data security; and

handling other processes necessary to manage the Company’s business.

Increased IT security threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of the Company’s IT systems, networks and services, as well as the confidentiality, availability and integrity of the Company’s data. The Company’s operations, especially its retail operations, involve the storage and transmission of employees’, customers’ and consumers’ proprietary information, such as credit card and bank account numbers. The Company’s payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud. If the IT systems, networks or service providers relied upon fail to function properly, or if the Company suffers a loss or disclosure of customers’ and consumers’ data, business or stakeholder information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, and business continuity plans do not effectively address these failures on a timely basis, the Company may suffer interruptions in its ability to manage operations, a risk of government enforcement action, litigation and possible liability, and reputational, competitive and/or business harm, which may adversely impact the Company’s results of operations and/or financial condition.

As techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, the Company may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of the Company’s security occurs, the public perception of the effectiveness of the Company’s security measures could be harmed and the Company could lose customers and consumers, which could adversely affect its business.

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We need to expand our sales, marketing and support organizations and our distribution arrangements to increase market acceptance of our products and services.

We currently have a limited number of sales, marketing, customer service and support personnel and will need to increase our staff to generate a greater volume of sales and to support any new customers or the expanding needs of existing customers. The employment market for sales, marketing, customer service and support personnel in our industry is very competitive, and we may not be able to hire the kind and number of sales, marketing, customer service and support personnel we are targeting. Our inability to hire qualified sales, marketing, customer service and support personnel may harm our business, operating results and financial condition.

Litigation and legal proceedings and the impact of any finding of liability or damages could adversely impact the Company and its financial condition and operating results.

The Company may from time to time become subject to litigation and other legal proceedings. Litigation and other legal proceedings may require the Company to incur significant expenses, including those relating to legal and other professional fees. In addition, litigation and other legal proceedings are inherently uncertain, and adverse outcomes in litigation or other legal proceedings could adversely affect the Company’s financial condition, cash flows, and operating results.

Risks Related to Operations in India

Our operations in India may be adversely affected by social and political uncertainties or change, military activity, health-related risks or acts of terrorism.

From time to time India has experienced instances of civil unrest, terrorism and hostilities among neighboring countries, including Pakistan. Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence the Indian economy and our operations by disrupting operations and communications and making travel within India more difficult and less desirable. Our industry is particularly sensitive to actual or perceived safety concerns such as these, as well as health-related risks such as the influenza A virus (H1N1), avian flu (H5N1 and H7N9) and Severe Acute Respiratory Syndrome or other epidemics or pandemics. Any of these events in or around India could cause the demand for travel-related services to decline. Political or social tensions also could create a greater perception that investments in companies with Indian operations involve a high degree of risk, which could adversely affect the market and price for our common stock. We do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars, which could subject us to significant financial losses. The realization of any of these risks could cause a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.

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~~Our results of operations are subject to fluctuations in currency exchange rates.~~

Our presentation currency is the U.S. dollar. However, the functional currency of our operating subsidiary is the Indian Rupee. Any fluctuation in the value of the Indian Rupee against the U.S. dollar, such as the approximately 5.5 percent drop in the average value of the Indian Rupee as compared to the U.S. dollar during 2016, will affect our results of operations. We expect to be adversely affected by any further depreciation of the Indian Rupee against the U.S. dollar.

~~The Indian government’s demonetization of their two largest denomination banknotes, the 500 and 1,000 rupee banknotes, in circulation on November 8, 2016 slowed economic growth.~~

The Indian government announced that their two largest denomination bank notes, the 500 and 1,000 rupee banknotes, in circulation on November 8, 2016 would no longer be honored and were be replaced with newly designed notes. The primary objective of this move was to rid the Indian economy of counterfeit money. The demonetized currency represented approximately 22 billion notes, worth approximately $214 billion, or 14% of India’s GDP. India remains a largely unbanked country with cash transactions typical. The demonetization initially caused a disruption throughout India’s economy, slowing growth and forcing consumers to focus on day-to-day expenses. Removing approximately 86% of India’s currency in circulation from a largely cash based economy coupled with the initial implementation of a GST tax slowed the country’s GDP in India’s last two quarters of 2016-17 and the first quarter of 2017-2018. India’s economic growth slipped to a three year low of 5.7%, but began to stabilize in August 2017 and has subsequently recovered. Any reduction in economic growth in India, including slowdowns attributable to the demonetization and introduction of GST, could reduce travel spending in India and may harm our business, operating results and financial conditions.

The Indian government’s implementation of a new indirect tax regime may adversely affect our business and financial performance.

The Government of India has rolled out a comprehensive national goods and services tax, or GST, law that combines taxes and levies by the Central and State Governments into a unified tax structure with an effective date of July 1, 2017. The implementation of GST has significant impact on overall tax computation and compliance. We have implemented necessary changes to our business processes, accounting and IT systems in compliance with GST law. However, some of our suppliers are still in process of making necessary changes to their pricing strategies, product designs and IT systems, which may pose additional challenges to us in the near term. We will also likely incur additional tax compliance costs under the new tax law.

Our bank accounts in India are not insured or protected against loss, and the failure of any bank in which we deposit our funds could affect our ability to continue in business.

We maintain our cash in India with both private and state-owned banks located in India. These cash accounts are not insured or otherwise protected against loss. Should any bank holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we would lose the cash on deposit with that particular bank. Loss of cash deposits or the inability to access such cash deposits could impair our operations, and if we are not able to access funds to pay our service providers and employees, we may be unable to continue in business.

If we violate applicable anti-corruption laws or our internal policies designed to ensure ethical business practices, we could face financial penalties and/or reputational harm that would negatively impact our financial condition and results of operations.

We are subject to anti-corruption and anti-bribery laws in the United States and India. India’s reputation for potential corruption and the challenges presented by India’s complex business environment may increase our risk of violating applicable anti-corruption laws. Our commercial relationships with state-owned enterprises may further intensify this risk. We face the risk that we, our employees or any third parties such as our sales agents and distributors that we engage to do work on our behalf may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business, including the Foreign Corrupt Practices Act of 1977 (“FCPA”), India’s Prevention of Money Laundering Act, 2002 and Indian Penal Code. Any violation of the FCPA or any similar anticorruption law or regulation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations that might harm our business, financial condition or results of operations. In addition, we have internal ethics policies with which we require our employees to comply in order to ensure that we conduct our business in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and operations could also be substantially harmed. Further, detecting, investigating and resolving actual or alleged violations is expensive and may consume a significant amount of our senior management’s time and attention.

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Natural disasters could have a negative impact on the Indian economy and cause our business to suffer.

India has experienced natural disasters such as earthquakes, tsunamis, floods and drought in the past few years. For example, in November and December 2015, Chennai, the frequently visited capital city of Tamil Nadu, experienced historic flooding that closed its airport for several days and suspended rail service. In addition, in September 2014, the state of Jammu and Kashmir in northern India, another popular tourism destination, experienced widespread floods and landslides. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and our operations may be adversely affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations in India, travel within India could be adversely affected, which could have an adverse impact on our business and financial performance.

Necessary infrastructure upgrades in India may not keep pace with increasing internet penetration, which may adversely affect our operations and require us to make additional investments and expenditures.

Our customers complete their bookings through our Indian website. According to Cisco’s Visual Networking Index (VNI) Forecast, India will India’s internet users will grow from 373 million (28% of the population) in 2016 to 829 million (59% of the population by 2021. Slowdowns or disruptions in upgrading India’s internet-based infrastructure to meet this demand could reduce the rate of expected increases in the use of the internet and our internet-based services, which may adversely affect our business and results of operations. In addition, any slowdown or negative deviation in the anticipated increase in internet penetration in India may require us to make additional investments in alternative distribution channels, which could strain our financial and human resources, causing our operations and financial condition to suffer.

Restrictions on foreign investment in India may prevent us from making future acquisitions or investments in India, including with respect to our operating subsidiary, which may adversely affect our results of operations, financial condition and financial performance.

India regulates ownership of Indian companies by foreigners. These regulations and restrictions may apply to acquisitions by us of shares in Indian companies or the provision of funding by us to our Indian operating subsidiary. For example, under its consolidated foreign direct investment policy, the Government of India has set out criteria for foreign investments in India, including requirements with respect to downstream investments by Indian companies owned or controlled by foreign entities and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on valuations and sources of funding for such investments and may include prior approval from the Foreign Investment Promotion Board, may adversely affect our ability to make investments in India, including through our operating subsidiary in India. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms.

We may incur expenses, including penalties imposed by the Reserve Bank of India if we do not comply, or timely comply, with reporting requirements in connection with the acquisition and transfer of our securities by our Indian employees.

Under regulations of the Reserve Bank of India, our operating subsidiary is subject to periodic reporting requirements in connection with the acquisition and transfer of our securities by Indian residents, including with respect to our employees who acquire our shares under employee stock option plans. If we fail to meet our reporting requirements, the Reserve Bank of India may impose penalties or take other action that could adversely affect our financial position and results of operations.

We are subject to regulatory and political uncertainties in India.

We conduct substantially all of our business and operations in India. Consequently, government policies and regulations, including tax policies, in India will impact our financial performance and the market price of our common stock.

The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The present government has continued to take initiatives that support the economic growth of the country that have been pursued by previous governments. However, there is no assurance that it will be able to generate sufficient crossparty support to implement such initiatives. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business and prospects.

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We may have exposure to additional tax liabilities.

As a U.S.-based holding company that provides services in India through our operating subsidiary, we are subject to income taxes and non-income based taxes in the United States and in India. Due to economic and political conditions, tax rates and tax regimes in the jurisdictions in which we are located and operate may be subject to significant change. Our future effective tax rates could be affected by changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. Although we believe that our tax filing positions are reasonable and comply with applicable laws, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. If our effective tax rates were to increase, our cash flows, financial condition and results of operations would be adversely affected.

Judgments that our stockholders obtain against us may not be enforceable.

Substantially all of our assets are located outside of the United States and substantially all of our revenue is derived outside of the United States. In addition, our vice president and director, Sachin Mandloi resides in India and our president and director, Deepak Sharma spends a significant amount of time in India. As a result, it may be difficult for stockholders to effect service of process within the United States upon these persons. It is uncertain whether the courts of India would recognize or enforce judgments of United States or state courts against us or such persons predicated upon the civil liability provisions of the laws of the United States or any state. In addition, there is uncertainty as to whether such Indian courts would be competent to hear original actions brought in India against us or such persons predicated upon the laws of the United States or any state.

Risks Related to Our Industry

We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of sophisticated information technology and systems, which we have customized for search and reservation for flights and hotels, as well as payments, refunds, customer relationship management, communications and administration. As our operations grow in both size and scope, we must continuously improve and upgrade our systems and infrastructure to offer our customers enhanced services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure in a cost-effective manner. Our future success also depends on our ability to upgrade our services and infrastructure ahead of rapidly evolving consumer demands while continuing to improve the performance, features and reliability of our service in response to competitive offerings.

If the number of travel agents using our services increases substantially, or if critical third-party systems stop operating as designed, we may need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems and other infrastructure. We may not be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the third-party systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before upgrade, expansion or repair.

We may not be able to use new technologies effectively, or we may fail to adapt our website, transaction processing systems and network infrastructure to meet consumer requirements or emerging industry standards. If we face material delays in introducing new or enhanced solutions, our customers may forego the use of our services in favor of those of our competitors. Any of these events could have a material adverse effect on our operations.

The travel industry in India is highly competitive, and we may not be able to compete effectively.

The travel market in India is highly competitive. Factors affecting our competitive success include, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. We currently compete with both established and other emerging providers of travel services and products, including other online travel agencies in India and abroad, such as makemytrip.com, cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies that can aggregate travel search results also compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. For example, trivago.com has commenced a television advertising campaign in India. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and vacation packages business) as compared with us. From time to time we may be required to reduce service fees and net revenue margins in order to compete effectively and maintain or gain market share.

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Some travel suppliers are seeking to decrease their reliance on distribution intermediaries such as us, by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels or other competitors, our business could be materially and adversely affected.

We depend on and expect to continue to depend on a small number of low cost airlines in India for a significant percentage of our air ticketing revenue.

Four low cost airlines dominate India’s domestic air travel industry. As we derive a substantial portion of our air ticketing revenue through the base commissions and incentive payments of these domestic airlines, our dependence on a limited number of domestic airlines means that a reduction or elimination in base commissions and incentive payments by any one or all of these airlines could have a material adverse effect on our revenue.

In addition, our reliance on a small number of airline suppliers in India gives those airline suppliers additional bargaining power in negotiating agreements with us. A reduction or elimination of base commissions and incentive payments by any of these domestic airline suppliers, the loss of any of these domestic airline suppliers or a domestic airline supplier exerting significant price and margin pressure on us could materially and adversely affect our business, financial condition and results of operations.

Our processing, storage, use and disclosure of customer data of our travel agent customers or visitors to our website could give rise to liabilities as a result of governmental regulation, conflicting legal requirements such as General Data Protection Regulations, differing views of personal privacy rights or data security breaches.

In the processing of our agent transactions, we receive and store a large volume of customer information. Such information increasingly is subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Indian Information Technology Act, 2000, as amended, our operating subsidiary is subject to civil liability for wrongful loss or gain arising from any negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Any liability we may incur for violation of such laws and regulations and related costs of compliance and other burdens may adversely affect our business and profitability.

We cannot guarantee that our security measures will prevent data breaches. Companies that handle such information have also been subject to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of personally identifiable information. Security breaches could damage our reputation, cause interruptions in our operations, expose us to a risk of loss or litigation and possible liability, and could also cause customers and potential customers to lose confidence in the security of our transactions, which would have a negative effect on the demand for our services and products. Moreover, public perception concerning security and privacy on the internet could adversely affect customers’ willingness to use our websites. A publicized breach of security in India, even if it only affects other companies conducting business over the internet, could inhibit the growth of the internet as a means of conducting commercial transactions, and, therefore, the prospects of our business.

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These and other privacy and security developments that are difficult to anticipate could adversely affect our business, financial condition and results of operations.

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If we are unable to maintain existing, or establish new arrangements with our travel service suppliers, our business may be adversely affected.

Our business depends on our ability to maintain our relationships and arrangements with existing suppliers, as well as our ability to establish and maintain relationships with new travel suppliers. A substantial portion of our revenue less service cost derives from fees and commissions negotiated with travel suppliers for bookings made through our website. Many of our agreements with our travel service suppliers are short-term contracts that require periodic renewal on a quarterly or yearly basis and provide our counterparties with a right to terminate on short notice or without notice. Adverse changes in existing arrangements, including an inability by any travel supplier to fulfill its payment obligation to us in a timely manner, increasing industry consolidation or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business and financial performance.

We do not have formal arrangements with many of our ~~travel~~ service suppliers.

We rely on ~~travel~~our suppliers to facilitate the sale of our travel ~~services.~~and money transfer services . We do not have formal agreements with many of our travel service suppliers, including many hotels, whose booking systems or central reservations systems we rely on for bookings and confirmation as well as certain payment gateway arrangements. In addition, the IRCTC may terminate or temporarily suspend our agreement with them without prior notice. We cannot assure you that these third parties will not terminate these arrangements with us on short notice or without notice. Termination, non-renewal or suspension or an adverse amendment of any of these arrangements could have a material adverse effect on our business, financial condition and results of operations.

Our business and results of operations could be adversely affected by global and/or domestic economic conditions.

Due to the discretionary nature of travel expenditures, the travel industry tends to experience weak or reduced demand during economic downturns. Unfavorable changes in the business and economic conditions affecting our market could result in fewer reservations made through our websites and/or lower our net revenue margins and have a material adverse effect on our financial condition and results of operations. In addition, during periods of poor economic conditions, airlines and hotels tend to reduce rates or offer discounted sales to stimulate demand, thereby reducing our commission-based income. The weakness and uncertainty in the global economy have negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in India, and may continue to do so in the future. These poor economic conditions could adversely impact our growth plans, business, financial condition and results of operations.

Risks Related to Our Common Stock

There is not now, and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for stockholders to sell their shares of our common stock.

Our common stock quoted on the OTC Markets OTCQB tier, or OTCQB, of OTC Markets Group Inc., an over-the-counter quotation system, and there is not now, nor has there been since our inception, any significant trading activity in our common stock or a market for shares of our common stock, and an active trading market for our shares may never develop or be sustained. As a result, investors in our common stock must bear the economic risk of holding those shares for an indefinite period of time. We do not now, and may not in the future, meet the initial listing standards of any national securities exchange, and our common stock may be quoted on the OTCQB or another over-the-counter quotation system for the foreseeable future. In those venues, our stockholders may find it difficult to obtain accurate quotations as to the market value of their shares of our common stock and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors, stockholders may be unable to resell their shares of our common stock at or above the price for which they purchased them, at or near quoted bid prices, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration.

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Our significant stockholders exercise significant influence over our company and may have interests that are different from those of our other stockholders.

Our executive officers and directors, Deepak Sharma and Sachin Mandloi, beneficially own 90% of the issued and outstanding shares of our common stock. By virtue of such holdings, they have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, amendments to our charter and bylaws, the approval of a merger or sale of substantially all our assets and the approval of most other actions requiring the approval of our stockholders. The interests of these stockholders may be different from or conflict with the interests of our other stockholders and their influence may result in the delay or prevention of a change of management or control of our company.

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The reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, which may lead to volatility and a decrease in the price of our common stock.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from reporting requirements that apply to other public companies that are not emerging growth companies. Investors may find our common stock less attractive because we may rely on these exemptions, which include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to opt out of the extended transition period for complying with the revised accounting standards. If investors find our common stock less attractive as a result of exemptions and reduced disclosure requirements, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain for the foreseeable future.

We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for our stockholders for the foreseeable future.

Stockholders may be subject to Indian taxes on income arising through the sale of our common stock.

In India, the Income Tax Act (1961) provides that income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive, directly or indirectly their value substantially from assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India, if, on the specified date, the value of such assets located in India (i) exceeds a specified amount, or (ii) represents at least fifty per cent of the value of all the assets owned by the company. Further, the amendment does not deal with the interplay between this provision of Indian tax law and the existing double tax avoidance treaties that India has entered into with the United States. If the Indian tax authorities determine that our common stock derives its value substantially from assets located in India and the provisions of any relevant double tax avoidance treaty are deemed to be inapplicable in this context, stockholders may be subject to Indian income taxes on the income arising, directly or indirectly, through the sale of our common stock.

Stockholders may incur dilution. Our restated certificate of incorporation authorizes the issuance of shares of “blank check” preferred stock.

We are authorized to issue up to 200,000,000 shares of common stock, par value $0.0001 per share, and up to 10,000,000 shares of preferred stock, $0.0001 par value, in one or more series and with such rights, preferences and privileges as our board of directors may determine. The issuance of additional securities may cause substantial dilution to our stockholders.

Our board of directors has authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors has the authority to determine the terms of each series of preferred stock, within the limits of the restated certificate of incorporation and the laws of the State of Delaware. These terms include the number of shares in a series, dividend rights, liquidation preferences, terms of redemption, conversion rights and voting rights. The issuance of any preferred stock may negatively affect the holders of our common stock. These possible negative effects include diluting the voting power of shares of our common stock and affecting the market price of our common stock.

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Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

We have only two directors, and each one is not “independent” as that term is defined in the rules of any national securities exchange. As a result, we do not have an Audit or Compensation Committee. The functions of those committees are conducted by the Board. Consequently, there is a potential conflict of interest in Board decisions that may adversely affect our ability of our common stock to be listed on a national securities exchange and, as a result, may adversely affect the liquidity of our common stock.

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Our common stock will be and may continue to be subject to the “penny stock” rules of the SEC, which could make transactions in our common stock more cumbersome and may reduce the value of our stockholders’ investment in our common stock.

Rule 15g-9 under the Exchange Act defines a “penny stock” as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. To the extent a market develops for our common stock, we anticipate that our common stock will be, and may continue to be considered a penny stock. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. 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 our common stock and could depress the market value of our common stock, to the extent a market develops.

Shares of our common stock that have not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a former “shell company.”

Prior to acquiring our Indian operating subsidiary we were a “shell company” under applicable SEC rules and regulations because we had no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Resales pursuant to Rule 144 promulgated under the Securities Act of the securities of a former shell company, such as us, are not permitted (i) until at least 12 months have elapsed from the April 18, 2016 initial filing of our Registration Statement on Form S-1, which reflected our status as a nonshell company and (ii) unless at the time of a proposed sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports. As a result, sales may not be made under Rule 144 unless we and the selling stockholders are in compliance with the requirements of Rule 144. Further, it will be more difficult for us to raise funding to support our operations through the sale of debt or equity securities unless we agree to register such securities under the Securities Act, which could cause us to expend significant time and cash resources. Additionally, our previous status as a shell company could also limit our use of our securities to pay for any acquisitions we may seek to pursue in the future (although none are currently planned). The lack of liquidity of our securities as a result of the inability to sell under Rule 144 for a longer period ~~of time~~ than a non-former shell company could make an investment in our securities less attractive and could cause the share price of our common stock to decline. Currently our stock is trading under $5 and we have no trading volume.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

If we fail to maintain an effective system in internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect the investor confidence in the us and, as result, the value of our common stock.

The Company has material weakness to maintain an effective system in internal control over financial reporting. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. We are required under Section 404(a) of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

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Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its Section 404(b) attestations, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, investor groups like Institutional Shareholder Services could initiate a withhold vote campaign with respect to the re-election of the members of our audit committee, and we could be subject to sanctions or investigations by the Stock Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Provisions in our charter documents or Delaware law may inhibit a takeover or make it more difficult to effect a change in control, which could adversely affect the value of our common stock.

Our certificate of incorporation and bylaws contain, and Delaware corporate law contains, provisions that could delay or prevent a change of control or changes in our management. These provisions will apply even if some of our stockholders consider the offer to be beneficial or favorable. If a change of control or change in management is delayed or prevented, the market price of our common stock could decline.

Raising additional capital by issuing securities may cause dilution to our stockholders.

We may need or desire to raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:

Research and development investments (including our investment in fine powder capabilities for direct printing and our development efforts tied to large format direct and indirect 3D printing machines);

Our degree of success in capturing a larger portion of the industrial products production market;

The costs of establishing or acquiring sales, marketing, and distribution capabilities for our products;

The costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our issued patents, and defending intellectual property-related claims;

The extent to which we acquire or invest in businesses, products or technologies and other strategic relationships; and

The costs of financing unanticipated working capital requirements and responding to competitive pressures.

If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage ownership of our then-existing stockholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing stockholders. Additionally, future sales of a substantial number of shares of our common stock or other equity-related securities in the public market could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities. We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market price of our common stock.

Item 1B. Unresolved Staff Comments

None.

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~~None.~~

Item 2. Properties

We lease approximately 2,455 square feet of office space for our principal executive officers in Ahmedabad, India. Currently, our president and director, Deepak Sharma leases this space to us at no charge.

Since March 2016, we also lease approximately ~~4,300~~4,080 square feet of office space for our technology center in Bangalore, Karnataka India, for which we currently pay ~~$4,000~~approximately $6,270 per ~~month.~~month including annual maintenance charges. This lease ~~expired March 31, 2018 and was subsequently renewed until~~is continued with expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs.

Following table describes our obligation for the next five year from the lease.

Fiscal Year	Estimated Lease Charges
2020	$75,272
2021	$80,067
2022	$85,116
2023	$90,549
2024	$96,401
2025	$72,301

Item 3. Legal Proceedings

We are not currently involved in any material legal proceedings. From time-to-time, we anticipate we will be involved in legal proceedings, claims and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event, there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

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Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchaser of Equity Securities

Our common stock is quoted on the OTC Markets OTCQB tier, or OTCQB, of OTC Markets Group, Inc. under the symbol “TRRB.” As of ~~June 18, 2018,~~March 31, 2019, the closing sale price for our common stock as reported on the OTCQB system was ~~$0.70~~$1.25 per share. Our common stock commenced public trading on October 16, 2017 the OTCQB. Although our common stock is quoted on the OTCQB, there is a limited trading market for our common stock and there have been few trades in our common stock to date. Because our common stock is thinly traded, any reported sale prices may not be a true market-based valuation of our common ~~stock~~.stock. The following table sets forth, for the periods indicated, the high and low closing bid quotations for our common stock, as reported by OTCQB, since the common stock commenced public trading. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual ~~transactions~~.

High Low
2018 Third Quarter (q/e 12/31/17) $0.60 $0.50
Fourth Quarter (q/e 3/31/18) $1.515 $0.50

transactions.

		High	Low
2019	First Quarter (q/e 06/30/18)	$0.70	$0.70
	Second Quarter (q/e 09/30/19)	$0.70	$0.70
	Third Quarter (q/e 12/31/18)	$0.70	$0.70
	Fourth Quarter (q/e 3/31/19)	$1.25	$0.70

Holders

As of that date, there were approximately 40 42 stockholders of record for our common stock. This does not include beneficial owners holding common stock in street name in brokerage accounts.

Currently no employee have granted any Equity from the Employee Stock Option Plan from the company.

Dividends

We have never paid cash dividends on our common stock, have no plans to pay any dividends, and it is unlikely that we will pay any dividends in the foreseeable future. We currently intend to invest future earnings, if any, to finance expansion of our business. Any payment of cash dividends in the future will be dependent upon our earnings, financial condition, capital requirements, and other factors determined by our board of directors.

Unregistered Sales of Equity Securities

On ~~April 27, 2017,~~August 21, 2018, we have issued the consulting advisory shares of an aggregate of 478,560 shares of the Company’s common.

On December 21, 2018, we closed on the sale of an aggregate of ~~1,453,333~~214,286 shares of the Company’s common stock pursuant to subscription agreements between us and ~~a total of seven investors,~~one investor, resulting in gross proceeds to us of ~~$436,000.~~

$150,000.

On ~~May 10, 2017,~~March 25, 2019, we closed on the sale of an aggregate of ~~200,000~~428,571 shares of the Company’s common stock pursuant to a subscription ~~agreement~~agreements between us and one investor, resulting in gross proceeds to us of ~~$60,000.~~

$300,000.

On ~~June 1, 2017,~~March 29, 2019, we closed on the sale of an aggregate of ~~170,000~~357,144 shares of the Company’s common stock pursuant to a subscription ~~agreement~~agreements between us and ~~one investor, resulting in gross proceeds to us of $51,000.~~

On July 12, 2017, we closed on the sale of an aggregate of 166,667 shares of the Company’s common stock pursuant to a subscription agreement between us and one investor, resulting in gross proceeds to us of $50,000.

~~On July 17, 2017, we closed on the sale of an aggregate of 1,333,334 shares of the Company’s common stock pursuant to a subscription agreement between us and four~~two investors, resulting in gross proceeds to us of ~~$400,000.~~

On July 21, 2017, we closed on the sale of an aggregate of 170,000 shares of the Company’s common stock pursuant to a subscription agreement between us and one investor, resulting in gross proceeds to us of $51,000.

On July 25, 2017, we closed on the sale of an aggregate of 166,667 shares of the Company’s common stock pursuant to a subscription agreement between us and one investor, resulting in gross proceeds to us of $50,000.

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$250,000.

These shares of the Company’s common stock were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering. The issuance of these shares of common stock was not a public offering for purposes of Section 4(a)(2) because the offerees status as “accredited investors, and the manner of the issuance, including that the Company did not engage in general solicitation or advertising with regard to the issuance of such shares and did not offer any such shares to the public in connection with the issuance.

Securities authorized for issuance under equity compensation plans

See Part III, Item 12 of this annual report for information regarding securities authorized for issuance under the Company’s equity compensation plan.

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Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~You~~

The following discussion should be read ~~the following management’s discussion and analysis~~ in conjunction with ~~the~~our audited consolidated financial statements and the related notes ~~for TripBorn, Inc. (“TripBorn,” “we,” “us,” “our”~~that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the ~~“Company”)~~forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and ~~its operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”).~~

~~The information contained below may be subject to risk factors. We urge you to review carefully~~elsewhere in this annual report, particularly in the section ~~of this Memorandum~~ entitled “Risk Factors” ~~for a more complete discussion~~beginning on page 11 of ~~the risks associated~~this annual report.

Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with ~~an investment in our common stock. See “Forward-Looking Statements.”~~

~~OVERVIEW~~

United States Generally Accepted Accounting Principles.

We are an ~~online travel agency, sometimes referred~~“emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this and future filings. For as long as we continue to be an ~~OTA,~~emerging growth company, we may take advantage of exemptions from reporting requirements that ~~offers travel reservations~~apply to other public companies that are not emerging growth companies. Investors may find our common stock less attractive because we may rely on these exemptions, which include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and ~~related travel services~~proxy statements, and ~~products~~exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to ~~travel agents in India through~~opt out of the extended transition period for complying with the revised accounting standards. If investors find our ~~website, www.tripborn.com. Currently, we operate~~common stock less attractive as a ~~business to business,~~result of exemptions and reduced disclosure requirements, there may be a less active trading market for our common stock and our stock price may be more volatile or B2B, online travel agency that serves travel agents and travel companies based in India in booking travel services and products for their customers. Through our internet-based platform, our travel agent customers can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services, and e-commerce money transfer products. We serve over 6,534 agents across Indian.

~~We are a holding company incorporated in Delaware in 2010. Deepak Sharma, our president and director, formed our operating subsidiary, Sunalpha Green Technologies Private Limited, under~~may decrease.

ACQUISITION

The Company will make acquisitions at prices above the ~~laws~~determined fair value of the ~~Republic~~acquired identifiable net assets, resulting in goodwill, due to expectations of ~~India in 2010. Sunalpha commenced operations as an OTA in India in February 2014.~~

~~Prior~~the synergies that will be realized by the combining the businesses. These synergies include hotel brands, its customers and its operations; use of the Company’s existing technology to ~~acquiring Sunalpha in December 2015, we operated as a shell~~expand sales of the acquired business’s services; and create operational and financial efficiencies of the acquired businesses to cost-effectively expand sales of company ~~with nominal or no assets or operations. We were known as PinstripesNYC, Inc. until January 2016. We filed reports as PinstripesNYC, Inc. with~~products and services. Acquisition will be accounted for by using the SEC under the Exchange Act from August 2010 until we terminated our registration under the Exchange Act in May 2013. Our fiscal year ends on March 31. We refer to the fiscal year ended March 31, 2018 as fiscal 2018purchase method of accounting, and the ~~fiscal year ended March 31, 2017 as~~ “~~fiscal~~ ~~2017”.~~

~~We manage our OTA business through Travelcord, our proprietary internet-based online transaction platform. Through our website,~~ ~~www.tripborn.com~~, we offer a wide inventory of travel services and products to travel agents who serve the growing middle class of largely offline travelers in semi-urban and rural regions of India. Through our proprietary technology, we consolidate and provide our travel agent customers with access to travel bookings and hotel reservations that otherwise would be costly and time-consuming to obtain for their customers in an often-fragmented marketplace. While some of our more established competitors have focused on selling directly to consumers in urban areas, our travel agent partners tend to be small, brick and mortar establishments that serve travelers who rely on more personalized transactions for their travel booking needs due to language barriers and lack of access to the internet or credit cards. We have grown our operations through referrals and a focus on addressing our travel agent customers’ needs through technology. As internet penetration in India continues to increase, we anticipate that weacquired company’s results will be included in ~~a position to use our established platform to offer travel services and products directly to consumers.~~

~~Table~~the accompanying financial statements from their respective dates of ~~Contents~~

We generate revenue through our ticketing business, which includes rail ticketing, bus ticketing and air ticketing, and our hotel reservations and vacation and business packages business. We also generate revenue by providing online payment services and access to visa processing services.

In our ticketing business, our main sources of revenue are (1) commissions and incentive payments from airline suppliers for tickets booked by our travel agent customers through our distribution channels and (2) service fees we charge our customers.

~~Historical Operations and Outlook~~

Since commencing operations as an OTA in February 2014, we have grown our business by initially processing a few transactions a day to processing approximately 6,000 transactions per day in March 2018. In our fiscal year ended March 31, 2018 we processed 1,035,206 transactions and 16.9 million searches have been performed on our platform compared to 373,651 and 7.6 million as of March 31, ~~2017.~~ During fiscal 2018, we have experienced increased traffic on our website due to our efforts in marketing and branding. Our agent customers log in nearly 2,701 times per day, up from 1,300 at March 31, 2017. We have steadily worked to add suppliers in order to provide additional services and better pricing for our travel agent customers. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that weacquisition. Acquisition transaction costs will be in a position to use our established platform to offer travel services and related services directly to consumers. We believe our online platform is capable of managing hundreds of suppliers and millions of transactions in furtherance of our growth strategies.

In November 2015, we integrated the Indian Railway reservation system into our online platform using complex and scalable technology tools. Previously, we provided rail ticketing through a third-party supplier. Becoming a principle agent has resulted in and will continue to result in an increase in rail ticketing revenue associated with an increase in fees associated with enrolling our travel agent customers and usage fees for ticketing. We have also experienced, and anticipate that we will continue to see, an increaserecorded in selling, general and administrative expenses ~~associated with hiring additional personnel~~as incurred.

The Company has entered into an agreement to acquire 51% of PRAMA Hotels and expanding our marketing activities in connection with the expanded rail ticketing services as well as an increase in legal and consulting expenses associated with becoming a reporting company with the SEC.

Assuming we are successful in enrolling new travel agents while retaining our existing travel agents, we anticipate that we will achieve sustainable and predictable cash flow and revenue growth, year-over-year. However, there is no assurance that we will be successful in implementing our business model and achieving our operational and financial objectives.

~~We expect to see an increase in bookings through our website and a corresponding increase in revenue in fiscal 2019 due to the recent expansion~~Resorts Limited (“PRAMA”) for approximately $3,242,857, consisting of ~~our sales force and our expansion into the states of Maharashtra, Karnataka and Madya Pradesh. In fiscal 2019 we expect to expand into other neighboring states in India.~~

India remains a largely unbanked country with cash transactions typical. The Indian government’s decision to demonetize their two largest bank notes in circulation on November 8, 2016 caused a disruption throughout India’s economy, slowing growth and forcing customers to focus on day to day expenses. This move slowed India’s GDP during the fourth quarter of fiscal 2017 to 6.1% causing India to lose its status as being the world’s fastest growing economy. Growth in some of our travel products slowed during the quarter, while our money transfer product grew during this period. We believe that the slowdown in growth will be short lived as the impacts of re-monetization have begun to be felt and GDP growth is projected to be 7.3% and 7.5% in 2018 and 2019.

~~India’s biggest indirect tax reform in the form of Goods and Services Tax (GST) was completed and a comprehensive dual GST was introduced in India on July 1, 2017.~~ These reforms were approved by the Parliament after they were introduced as part of the Money Bill. Following the passage of the GST Acts, the GST Council decided the rates for the Goods and Services to be taxed under the GST regime. GST is considered to be the biggest tax reform in India since independence. It will help realize the goal of “One Nation-One Tax-One Market.” GST is expected to benefit all the stakeholders – industry, government and consumer.

~~The GST for travel industry and hotels also comes with its share of adverse impacts in short to medium term, were final prices for customers will increase.~~

~~Tripborn looks at GST for hotels and tourism as a mixture of simpler, smoother rules and seemingly higher costs & compliance.~~ The process to claim and avail ITC (input tax credit) is simple and clear. Earlier, adjusting the tax paid on inputs against the output was complex and error-prone. This is believed to have become easy with GST. Also, under GST, tourists have a clearer idea about the tax they are paying, and we believe in the longer run that GST will help Tripborn grow faster and efficiently.

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~~RESULTS OF OPERATIONS~~

~~Twelve Months Ended March 31, 2018 and 2017~~

~~The following table presents, for the fiscal years ended March 31, 2018 and 2017, the components of our consolidated statements of income:~~

Twelve Months Ended
March 31,
2018

2017
Net revenue $367,354 $569,843

Cost of revenue 46,547 293,841

Gross profit 320,807 276,002

Operating expenses
Selling, general, and administrative expenses 764,871 490,829
     Legal and consulting expenses 191,391 246,440

Income (loss) from operations (635,455) (461,267)

Other income (expense)
     Depreciation and amortization (383,513) (226,526)
     Interest income       522
     Interest expense (174,899) (162,163)
Total other income (expense) (557,890) (388,689)

Income (loss) before income tax expense (1,193,345) (849,956)
     Income tax benefit (expense) 129,617 167,032

Net income (loss)
(1,063,728)

(682,924)

~~Revenue~~

Net revenues for the twelve months ended March 31, 2018 were $367,354 compared to $569,843 for the twelve months ended March 31, 2017, a decrease of $202,489 in the year ended March 31, 2018 compared to the prior year. Revenue for the year ended March 31, 2018 consisted of $64,223 from air ticketing compared to $212,935 in the prior year, $0 in bus ticketing compared to $0 in the prior year, $22,857 from rail ticketing compared to $29,348 in the prior year, $0 from hotel booking compared to $4,245 in the prior year, $48,505 from vacation packages compared to $217,503 in the prior year, $26,615 from payment services compared to $21,625 in the prior year, and $205,154 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $84,187 in the prior year.

The decrease over the prior year was primarily driven by decreases in air and rail ticketing and hotel bookings declining more than increases in payment services and incentives, fees, penalty income, and surcharges. While there was increased transaction volume through the addition of more agents and an increased geographical reach but at lower margins. The largest growth areas were incentives, fees, penalty income, and surcharges, which grew by $120,966 over the prior year and payment services which grew $4,990 over the prior year. Our primary focus has been on growing our fee revenue as it is our highest margin offering, which has been accomplished by our increased brand recognition with our agents and suppliers and is driving more customers to us for these package offering. Air ticketing margins have continued to decline compared to the prior year as airlines have continued moving to a more direct sales approach with end user customers, which has reduced the margin for airline tickets. Our bus ticketing segment is growing and we booked over 6,000 bus tickets during the twelve months ended March 31, 2018 compared to minimal bus tickets at cost during the twelve months ended March 31, 2017 as we tested the marketplace for this product offering and found that to compete successfully needed to increase our sales volume.

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~~Cost of Revenues and Gross Profit~~

The cost of revenue for the twelve months ended March 31, 2018 was $46,547 compared to $293,841 for the prior year. The cost of revenue represents fees charged by our suppliers. Revenue from vacation packages, including income from airline tickets sold to customers as a part of vacation packages, some hotel, some cab, and railway software sales are accounted for on a gross basis as the Company is determined to be the primary obligor in the arrangement, whereas other revenues are recognized on a net basis. The decrease in cost of revenue during the twelve months ended March 31, 2018 compared to the prior year resulted primarily from decreases in sales of our vacation packages and hotel bookings.

Gross profit from revenues for the twelve months ended March 31, 2018 was $320,807 compared to $276,002 for the prior year. The $44,805 increase was driven primarily by the decrease in vacation package revenue and the associated costs of providing the vacation packages.

~~Operating Expenses~~

~~Total operating expenses for the twelve months ended March 31, 2018 were $956,262~~ compared to $737,269 in the prior year. Our operating expenses include our sales and marketing, payroll and general and administrative costs, and the increase in these costs was driven by our increased headcount as our operations have grown to support our future growth. We expect our sales and marketing expenses to continue to increase as we continue to grow the business and hire experienced personnel to support our expanding business and operations. We anticipate our general and administrative expenses will increase as we incur expenses associated with being an Exchange Act reporting company.

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~As of March 31, 2018, we had $1,148,741~~$1,400,000 in cash and ~~cash equivalents, compared to $561,707 as of March 31, 2017. This $587,034 increase~~$1,842,857 in ~~cash is a result of~~ common stock ~~sales of $1,098,000 during~~ (2,632,653 shares).~~fiscal 2018~~ ~~offset by operating losses generated during the year ended March 31, 2018. As of March 31, 2018, we have stockholders’ equity of $454,802~~ compared to a deficit of $88,394 as of March 31, 2017. Our stockholders’ deficit decreased as a result of the increase in our operating losses offset by our common stock sales and convertible note sales and issuances during the year.

~~Our primary source of working capital to date has been through the sale of common stock and the sale and issuance of convertible notes. Our focus remains on deriving net cash flow from operations.~~

~~Cash Flows:~~ ~~The following table~~PRAMA is ~~a summary of our Consolidated Statements of Cash Flows:~~

Twelve Months Ended
March 31, March 31,
2018 2017
Cash Provided by (Used in):
Operating Activities $ (463,404 ) $ (500,472 )
Investing Activities (2,563 ) (715,551 )
Financing Activities 1,098,000 1,480,681

~~Operating Activities:~~ ~~Net cash used by operations was $463,404 during the twelve months ended March 31, 2018 compared to a cash use from operating activities of $500,472 during the prior year.~~

The year-over-year decrease in cash used by operations is primarily the result of operating losses that were offset by positive changes in net working capital (defined as current assets less current liabilities).

~~Investing Activities:~~ ~~During the twelve months ended March 31, 2018 cash used by investing activities was $2,563 compared to a cash use from investing activities of $715,551~~engaged in the business of owning, managing asset light affordable hotel brands across India. PRAMA, through its wholly owned subsidiaries, APODIS and IntelliStay, owns emerging and leading budget hotel brands including Mango Hotels, Mango Suites, Mango Hotels Select, Mango Suites Select, i-Stay Hotels and Apodis Collection, which are presently spread across 21 cities in India under its IntelliStay Hotels vertical.The transaction is subject to customary closing conditions, including regulatory approvals. The Company closed on its acquisition on April 22, 2019, whereby the company acquired 51% of PRAMA. The Company expects to determine the preliminary purchase price allocation prior ~~year. These cash uses represent net changes in property, plant, and equipment and intangible assets and specifically a $695,000 upgrade~~ to ~~our Travelcord operating software during~~ the ~~year ended March 31, 2017.~~

~~Financing Activities: During the twelve months ended March 31, 2018, there was $1,098,00~~end of cash provided by financing activities compared to a cash provision of $1,480,681 in the prior year. Cash generated during the year ended March 31, 2018 resulted from the sale of common stock. Cash generated from financing activities during the prior year resulted from loans we received from our founders, and from sales of convertible promissory notes to non-affiliate investors and the issuance of a convertible promissory note in payment for the Travelcord software upgrade.

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~~We presently do not have a senior credit or revolving credit facility and do not expect to obtain one in the foreseeable future.~~

We will require additional capital to continue to fund our operations and will look to raise funds through public and private offerings of our securities. We estimate that we will require approximately $3.0 million and $5.0 million in the next 12 and 24 months~~, respectively,~~ ~~to support our continued operations.~~

~~We took the following steps during fiscal 2017 and fiscal 2018 to manage our liquidity and to avoid default on any material third-party obligations:~~

· We continue to employ “on demand” procurement processes for travel products that we sell to our customers. We also continue our attempts to collect customer payments promptly based on their payment terms, which has helped us manage our working capital needs.

· ~~We raised $150,000 in~~ the first quarter of fiscal 2017 pursuant to the Company’s issuance of a convertible note. The note had a three-year term and accrued interest at the rate of six percent payable at maturity. The principal amount of the note was convertible into shares of the Company’s common stock at the noteholder’s option at maturity. This note was converted into 3,924,088 shares of common stock on July 15 and 16, 2017.

· We issued a convertible note to Takniki Communications, an affiliate owned by Sachin Mandloi, our Vice President and a director, totaling $695,000 in the third quarter of fiscal 2017. This note was issued pursuant to a Software Development Agreement dated September 23, 2016 between Takniki Communications and the Company to finance the upgrade of our Travelcord operating software. The note has a three-year term and bears interest at the rate of ten percent payable at maturity. The principal amount of this note is convertible into shares of the Company’s common stock at the noteholder’s option at maturity.

· ~~We sold $460,000 of the Company’s common stock during the third quarter of fiscal 2017 and another $190,000 during the fourth quarter of fiscal 2017.~~

· ~~We sold $547,000 of the Company’s common stock during the first quarter of fiscal 2018 and another $551,000 during the second quarter of fiscal 2018.~~

· ~~The Company’s common stock is now quoted on the OTCQB Market.~~

There are no assurances that these steps will generate sufficient cash flow from operations or that we will be able to obtain sufficient financing necessary to support our working capital requirements. We can also give no assurance that additional capital financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations or execute our business plan.

~~OFF BALANCE SHEET ARRANGEMENTS~~

~~As of March 31, 2018, we had no off-balance sheet arrangements.~~

FYE 2020.

OPERATING METRICS

In evaluating our business, we use operating metrics, including gross bookings and revenue margin. Gross bookings is a measure of total dollar volume of transactions that we process. This metric is an operating metric used by management, the investor community, and analysts who follow the travel industry to measure our market share and to measure our scale and growth. We calculate revenue margin as revenue as a percentage of gross bookings.

Twelve Months Ended March 31
2018 2017

Gross Bookings¹
$29,240,498 $13,374,314
Revenue Margin²
1.3% 4.3%

	Twelve Months Ended March 31
	2019	2018

Gross Bookings¹	$71,860,637	$29,240,498
Revenue Margin²	0.7%	1.2%

¹Gross bookings represent the total retail value of transactions booked through us, generally including taxes, fees and other charges, and are generally reduced for cancellations and refunds.

²Revenue margin is defined as net revenue as a percentage of gross bookings.

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The increase in gross bookings is driven by ~~increases in vacation packages~~increased Money transfer services and incentives, fees, penalty income, and surcharges as we increase our agent network and expand our geographic reach. Revenue margin decreased induring the twelve months ended March 31, ~~2018~~2019 to ~~1.3%~~0.7 % from ~~4.3%~~1.2% in the prior year. While gross bookings have increased, this decrease isin margins primarily driven ~~by margins generated~~ by lower margin offerings such as money transfer service.

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RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended March 31, 2019 and 2018, which are included herein.

Our operating results for the years ended March 31, 2019 and 2018 and the changes between those periods for the respective items are summarized as follows:

	Twelve Months Ended March 31,		Change In 2019 vs 2018
	2019	2018	$	%
Net revenue	$472,052	$349,818	122,234	34.94

Cost of revenue	376,207	260,769	115,438	44.27

Gross profit	95,845	89,049	6,796	7.63

Operating expenses	1,236,182	1,974,733	738,551	(33.87)

Other (Expenses)	(127,710)	(147,052)	(22,342)	(13.15)

Net loss	(1,268,667)	(2,259,067)	(991,020)	(43.87)

Revenue

Net revenues for the fiscal year ended March 31, 2019 were $472,052 compared to $349,818 for the twelve months ended March 31, 2018. Revenue for the year ended March 31, 2019 consisted from air ~~bus, and~~ticketing, rail ticketing, hotel and ~~hotel~~holiday packages booking, ~~outpacing margins~~payment services and incentives from our ~~higher~~aggregators and suppliers and fees, penalty income and surcharges from our business agent customers.

Revenue increased by $122,234 or 34.94% for the year ended March 31, 2019 compared to fiscal year ending March 31, 2018. The increase is primarily driven by commission earned from money transfer services and other travel related services.

While there was increased transaction volume through the addition of more agents and an increased geographical reach but at lower margins. Our primary focus has been on growing our fee revenue for our services, which has been accomplished by our increased brand recognition with our agents and suppliers and is driving more customers to us.

Cost of Revenue and Gross Profit

The cost of revenue for the twelve months ended March 31, 2019 was $376,207 compared to $260,769 for the year ended March 31, 2018. The cost of revenue represents fees charged by our suppliers and fees paid to agent. The cost of revenue increased by $115,438 or 44.27% for the year ended March 31, 2019 compared to fiscal year ending March 31, 2018. This increase in cost of revenue primarily from increased volume in sales of money transfer services.

Gross profit from net revenues for the fiscal year ended March 31, 2019 was $95,845 or 20.30% of net revenue compared to $89,049 or 25.46 % of net revenue for the fiscal year ended March 31, 2018. Our gross profit increased by $6,796 or 7.63% for the year ended March 31, 2019 compared to fiscal year ending March 31, 2018. Our net revenue increased by $122,234 for the fiscal year ended March 31, 2019. However, our gross profit margins percentage to net revenue declined primarily due to lower margin ~~product~~from our money transfer services which is approximately 5 % for the fiscal year ended March 31, 2019.

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Selling, General and Administration Expenses

Total selling, general and administration expenses for the fiscal ended March 31, 2019 were $1,236,182 compared to $1,974,733 for the fiscal year ended March 31, 2018. The Company has spent $150,733 in legal and consulting expenses for the year ending March 31, 2019. In addition, we had approximately $205,780 in stock compensation consulting expenses in the fiscal year ending March 31, 2019.The Company has begun the investment in a new sales and marketing initiative.

The Company have developed our internet-based platform (“Travelcord”) using multiple systems platforms with an emphasis to scale our distribution and agent network by integrated other software platforms, applications and database systems into Travelcord. We designed these internal platforms to include open application protocol interfaces that can provide connectivity to our travel services suppliers such Airlines, travel service aggregators and other suppliers. We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life, except that individually significant customer-related intangible assets are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required.

We determined that certain intangible assets, primarily technology were impaired. Therefore, included within amortization expense for the twelve months ended March 31, 2018, was a $696,949 non-cash impairment charge recorded. This charge was recorded within the caption "Selling, general and administrative expense" caption in our Consolidated Statements of Operations and Comprehensive Loss.The Company has no impairment charges for fiscal year ended March 31, 2019.

We also provide sales and support by telephone or via e-mail. For purposes of operational flexibility, we use an in-house call center. Our call centers are in India. We invested significantly in our call center technologies, with the goal of improving customer experience and increasing the efficiency of our call center agents and have plans to continue reaping the benefits of these investments going forward. Cost of running and utilizing call center infrastructure and staff is included in our selling, general and administration expenses.

LIQUIDITY AND CAPITAL RESOURCES

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these consolidated financial statements with existing cash on hand, cash flow from operations and short-term debt from the factoring of receivables. Management believes the Company will only need to raise additional capital for acquisitions, sales initiatives and unexpected decreases in operating cashflow. If the Company must raise capital, there is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

As of March 31, 2019, we had $1,230,012 in cash and cash equivalents, compared to $1,155,367 as of March 31, 2018. This $74,645 increase in cash is a result of common stock sales of $700,000 during fiscal 2019 offset by operating losses generated during the year ended March 31, 2019. As of March 31, 2019, we have total stockholders’ deficit of $1,078,970 compared to a deficit of $741,656 as of March 31, 2018. Our stockholders’ deficit is result of our operating losses offset by our common stock sales.

Cash Flows: The following table is a summary of our Consolidated Statements of Cash Flows:

	Twelve Months Ended
	March 31,			March 31,
	2019			2018
Cash Provided by (Used in):
Operating Activities	$	(637,991	)	$	(459,174	)
Investing Activities		(250,428	)		(7,971	)
Financing Activities		950,000			1,098,000

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Operating Activities: The net cash used in operating activities for the fiscal year ending March 31, 2019 and 2018 was $637,991 and $459,174 respectively. The year-over-year increase in cash used in operations is primarily driven by current year losses and changes in current operating assets and liabilities.

Investing Activities: During the twelve months ended March 31, 2019 cash used in investing activities was $250,428 compared to a cash use from investing activities of $7,971 in the prior year. Primarily this was due to deposit of $250,000 in year 2019 for a pending acquisition.

Financing Activities: Net cash flows provided by financing activities for the fiscal year ended March 31, 2019 and 2018 was $950,000 and $1,098,000 respectively. The Company had issued common stock and received approximately $700,000 and $1,098,000 respectively in fiscal year ending March 31, 2019 and 2018 with no material fees. The Company has received $250,000 for convertible notes in 2019.

We presently do not have a senior credit or revolving credit facility and do not expect to obtain one in the foreseeable future. We will require additional capital to continue to fund our operations and will look to raise funds through public and private offerings ~~including vacation packages~~of our securities. We estimate that we will require approximately $5.0 million and ~~payment services.~~

$8.0 million in the next 12 and 24 months, respectively to support our continued operations and growth of the business. To address the future additional funding requirements of the consolidated entity, since March 31, 2019, the directors have undertaken the following initiatives:

We continue to employ “on demand” procurement processes for travel products that we sell to our customers. We also continue our attempts to collect customer payments promptly based on their payment terms, which has helped us manage our working capital needs.

The consolidated entity has successfully negotiated a twelve-month extension of this maturity date of the convertible notes.

Entered discussions to secure additional equity funding from current or new shareholders.

Undertaken a program to continue to monitor the consolidated entity’s ongoing working capital.

Management also considered the impact of maturity and conversion into shares of convertible debt.

There are no assurances that these steps will generate enough cash flow from operations or that we will be able to obtain sufficient financing necessary to support our working capital requirements. The Company exhausted a majority of its cash balances that existed at year-end for the acquisition of PRAMA as discussed above. We can give no assurance that additional capital financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations or execute our business plan.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

~~In preparing~~

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, wewhich have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these consolidated financial statements requires us to make estimates ~~assumptions~~ and judgments that ~~can have a significant impact on revenue, income (loss) from operations~~affect the reported amounts of assets, liabilities, revenues and ~~net income (loss), as well as the value~~expenses, and related disclosure of ~~certain~~contingent assets and ~~liabilities on~~liabilities. On an on-going basis, we evaluate these estimates, including those related to bad debts, intangible assets, and litigation. We base our ~~balance sheet. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. Our management bases its~~ estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities. ~~We evaluate our estimates on a regular basis and make changes accordingly.~~ Actual results may ~~materially~~ differ from these estimates under different assumptions or conditions. ~~If actual results were~~

We have identified below the accounting policies, related to ~~materially differ~~what we believe are most critical to our business operations and are discussed throughout Management’s Discussion and Analysis of Financial Condition or Plan of Operation where such policies affect our reported and expected financial results.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from ~~these~~Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the ~~resulting changes could have a material adverse effect~~revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on ~~our financial condition.~~the recognition of costs related to obtaining customer contracts.

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~~Our critical accounting polices include the following:~~

~~Change in Control Transaction and Reverse Recapitalization~~

~~The audited consolidated financial statements include the financial statements~~

Topic 606 was effective as of April 1, 2018, for the Company, using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and ~~Sunalpha, our wholly owned operating subsidiary. All significant related party accounts and transactions between the Company and Sunalpha have been eliminated upon consolidation.~~

The Company was formed by two transactions, the first being a change in control transaction on December 8, 2015, whereby Arna Global LLC (“Arna”), which is wholly owned by our president and director, Deepak Sharma, received 71,428,570 shares of our common stock, or 93% of the then-outstanding shares, for cash consideration of $95,500providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the ~~Stock Purchase Agreement among us, Arna,~~method (2) and ~~Maxim Kelyfos, LLC dated December 8, 2015.~~

Inwe determined that any cumulative effect for the ~~second transaction, completed on December 14, 2015,~~initial application did not require an adjustment to accumulated deficit at April 1, 2018.

For revenue recognition arrangements that we ~~acquired substantially all~~determine are within the scope of Topic 606, we perform the ~~outstanding shares of Sunalpha, which was incorporated under~~following five steps: (i) identify the ~~laws of~~contract(s) with a customer, (ii) identify the Republic of India in November 2010. Sunalpha is the acquirer for financial reporting purposes, and TripBorn is the acquired company. Consequently, the assets, liabilities and results of operations that are reflectedperformance obligations in the ~~Company’s consolidated financial statements prior~~contract, (iii) determine the transaction price, (iv) allocate the transaction price to the ~~December 14, 2015 transaction are those~~performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of ~~Sunalpha and are recorded using~~a contract under Topic 606, including when it is probable that the ~~historical cost basis. The consolidated financial statements after completion of~~entity will collect the ~~December 14, 2015 transaction include~~consideration it is entitled to in exchange for the ~~assets, liabilities and results of operations of Sunalpha up~~goods or services it transfers to the ~~day prior~~customer. At contract inception, once the contract is determined to be within the ~~closing~~scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction ~~and~~price that is allocated to the ~~assets, liabilities and results of operations of~~respective performance obligation when (or as) the ~~Company and Sunalpha from and after the closing date of the transaction.~~

~~Revenue Recognition~~

~~We recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification 605 (“FASB ASC” 605). Revenue~~performance obligation is recognized where there is a persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectability is reasonably assured. We recognize revenue on a gross or net basis depending upon the underlying relationship with our suppliers for particular transactions. We derive our revenue primarily from air ticketing, rail ticketing, bus ticketing, hotels and vacation packages, online payment services and commissions fees and penalties.

satisfied.

Air Ticketing. Revenue from ~~the sale of~~ airline tickets is recognized ~~as an agent~~ on a net commission ~~earned~~ basis ~~when~~which includes our nonrefundable surcharges and fees to our service agents.For certain airline transactions, we ~~do not assume any performance obligation following~~also receive fees from global distribution systems partners that control the confirmation of the issuance of an airline ticket to the customer. In instances where we have procured coupons of airline tickets in advance for an anticipated future demand from customers, and assumed the risk of loss for tickets not used, the income from the sale of such airline tickets is accounted for on the gross basis.

~~Incentives from airlines~~computer systems through which these reservations are ~~recognized when the performance obligations under the incentive programs are achieved.~~

~~Hotels.~~booked. Revenue from hotel reservations, including commissions earned, is recognized on a net basis as an agent, on the date of check-in, when we do not assume any performance obligation following the issuance of a hotel confirmation voucher to the customer. Where we have pre-booked the hotel room for an anticipated future demand from the customer and assumed the risk for not using the available hotel room nights at our disposal, revenue from the sale of such hotel room nights is accounted for on the gross basis.

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~~Performance linked incentives from hotels are recognized as revenue on achievement of performance obligations.~~

Vacation Packages. Revenue from vacation packages, including revenue on airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as we are determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by us, including the responsibility for delivery of services.

Rail Ticketing. Revenue from rail ticket reservations is recognized ~~as an agent~~ on a net ~~commission earned~~ basis ~~as we do not assume any performance obligation following the confirmation of the issuance of the ticket~~which includes our nonrefundable surcharges and fees to ~~the customer.~~our service agents. We ~~also earn one time agent sign-up~~recognized revenue on gross basis for railway service setup fees, which is non-refundable and collected from ~~the railway~~our service agent at the time of agent enrollment. In

Money Transfer. To our service agent we provide system connectivity using our internet platform so our service agent can perform Money Transfer services behalf of their customers. Our internet platform facilitates connectivity between Bank and Service Agent. We recognized revenue on the ~~event of cancellation of rail tickets, the revenue~~net basis, we ~~recognized is reversed, while~~collect service charge or fees ~~charged~~ to our ~~customers~~service agent for ~~booking railway tickets~~performing the money transfer services for their customers. Performance linked incentives from Banks or suppliers are ~~not reversed as part~~recognized upon achievement of ~~the cancellation.~~

performance obligations and amount is billed to suppliers.

Other Revenue. Revenue from other sources, primarily comprising revenue from bus tickets ~~reservations,~~booking fees, visa processing fees, and pre-and post-paid expenses are recognized asafter the services are being performed. Revenue from bus ticket reservations is recognized as an agent on a net commission earned basis, as we do not assume any performance obligation following the confirmation of the issuance of the ticket to the customer.

~~Revenue is recognized net of cancellations, refunds, discounts and taxes.~~

In the event of cancellation of tickets, revenue recognized with respect to gross amounts earned by us on such tickets is reversed, and we recognize a liability with respect to the refund due to our customers, net of penalties, if any. Airlines may charge penalties for cancellations. We recognize penalties we collect from our customers as income, and recognize penalties paid to the airlines or suppliers as expenses at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. Revenue generally is recognized (1) on the date of departure for vacation packages, (2) on the date of booking for hotel reservations and (3) on the date of ticket issuance for the sale of airline tickets. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon availment of services by the customer.

Cost of Revenue

Cost of revenue primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services.

Cost of revenue is the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides with the recognition of the corresponding revenue.

~~Operating Expenses~~

Operating expenses include costs such as advertising and business promotion costs, utilities, rent, payroll and consultants fees and charges, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s financial statements relate to accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes.

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Accounts Receivables and Credit Policies

~~Accounts receivable are uncollateralized customer obligations due under normal trade terms which generally range from one to ten days from the time and date of transaction.~~

Accounts receivable are stated at the ~~amount billed~~amount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. Management has determined that their allowance of $ 58,507 for the fiscal year ended March 31, 2019. There was no bad debt allowance for the fiscal year ended March 31, 2018. The Company does not accrue interest on past due receivables.

The Company performs periodic analysis of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to be adjusted based on currently available evidence such as historical collection experience, current economic trends and changes in customer payment terms. In accordance with the Company’s policy, if collection efforts have been pursued and all reasonable and contractually available avenues for collections exhausted, accounts receivable would be written off as uncollectible. The Company does use estimate to use a general reserve methodology when estimating the level of allowance for doubtful accounts because the Company believes, due to the ~~customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments~~unique circumstances of ~~accounts receivable are allocated to specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.~~

each customer and a limited number of customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts.

Intangible Assets

Intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a ~~straight line~~straight-line basis over the shorter of their useful or legal lives.

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Impairment of ~~Contents~~

Long-lived Assets

The Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred.

Foreign Currency Translation

The Company translates the foreign currency financial statements into U.S. Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC ~~830-10,~~830, Foreign Currency Matters. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit).

~~Recently Issued~~

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

We adopted Revenue Recognition April 1, 2018 - Revenue from Contracts with Customers (ASU 2014-09) and its effective as of year ended March 31, 2019, which amends the guidance in former ASC 605, Revenue Recognition and found no impact on the revenue recognition.We have adopted ASC 2014-09 accounting pronouncement.

In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2019, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively.

New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the adoption of this revised guidance on its consolidated financial statements and related disclosures.

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In October 2016, the ~~normal course~~FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business ~~management evaluates all~~entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2019. Early adoption is permitted.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. The new ~~accounting pronouncements issued by~~rules will be effective for the ~~Financial Accounting Standards Board to determine~~Company in the ~~potential~~first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the impact ~~they may have~~of adopting this ASU on ~~our~~its consolidated financial statements. ~~For~~

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a ~~discussion~~grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2020, although early adoption is permitted. Management believes the ~~newly issued~~effect on the consolidated financial statements will not be material.

No other recent accounting pronouncements ~~see “Recently Issued Accounting Pronouncements” under Note 1~~were issued by FASB and the SEC that are believed by management to have a material impact on the ~~Consolidated Financial Statements included in Item 8 of Part II of this report.~~

Company's present or future consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

~~Not applicable.~~

~~Table of Contents~~

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, ~~2018~~2019 and ~~2017~~2018	Page
Report of Independent Registered Public Accounting Firm	30
~~Balance Sheets~~	31
~~Statements of Comprehensive Income (Loss)~~	32
~~Statements of Stockholders’ Equity~~	33
Report of Independent Registered Public Accounting Firm	34
Consolidated Balance Sheets	35
Consolidated Statements of Operation and Comprehensive income	36
Consolidated Statements of Stockholders’ Deficit	37
Consolidated Statements of Cash Flows	3438
Notes to Consolidated Financial Statements	3539

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~~Table of Contents~~

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~

To the Board of Directors and
Stockholders

~~Tripborn,~~ of TripBorn Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of ~~Tripborn,~~TripBorn, Inc. and Subsidiary (the “Company”) as of March 31, ~~2018 and 2017~~2019, and the related consolidated statements of operations and comprehensive ~~income,~~loss, stockholders’ ~~equity~~deficit, and cash flows for the ~~years then ended.~~ year ended March 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of its operations and its cash flows for year ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit of $4,355,630 and suffered recurring losses from operations and has a net working capital deficiency as of March 31, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters also are described in Note 2. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. If the company is unable to successfully raise additional capital to satisfy their obligations, there could be a material adverse effect on the company.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these consolidated~~the Company’s financial statements based on our ~~audits.~~

audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our audits included consideration~~As part of our audit, we are required to obtain an understanding of internal control over financial reporting, ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit ~~includes~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. AnOur audit also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Friedman LLP

We have served as the Company’s auditor since 2019.

Philadelphia, Pennsylvania

September 12, 2019

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Tripborn, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tripborn, Inc. (the “Company”) as of March 31, 2018 and 2017, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the two years in the period ended March 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2018, in conformity with U.S. generally accepted accounting principles.

Restatement of Previously Issued Financial Statements

As discussed in Note 2 to the consolidated financial statements, the Company has restated its March 31, 2018 financial statements to correct misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion,~~

/s/ Ram Associates

Hamilton, NJ

June 29, 2018, except for the effects of the restatement discussed in consolidated financial statements, ~~referred~~as to ~~above present fairly, in all material respects,~~which the ~~financial position of~~date is September 06, 2019

We have served as the Company as of March 31, 2018 and 2017 the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Company’s auditor since 2015.

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~~/s/ Ram Associates~~

~~Ram Associates~~

~~Hamilton, NJ~~

~~June~~ ~~29,~~ ~~2018~~

~~Table of Contents~~

~~TRIPBORN, INC.~~

~~Consolidated Balance Sheets~~

~~March 31,~~

~~Assets~~

2018 2017
Current assets
Cash and cash equivalents $ 1,148,741 $ 516,707
Accounts receivable 172,625 289,089
Other current assets 334,961 294,203
Total current assets 1,656,327 1,099,999

Property and equipment, net 12,159 13,236
Intangible assets, net 1,189,499 1,563,222
Deferred tax assets 348,098 226,331
Total Assets $ 3,206,083 $ 2,902,788

Liabilities and Stockholders' Equity

Current liabilities
Accounts payable $ 390,201 $ 175,748
Other current liabilities 520,412 460,314
Total current liabilities 910,613 636,062

Long-term liabilities
Convertible notes 1,840,668 2,355,120
Total current and long-term liabilities 2,751,281 2,991,182

Stockholders' equity (deficit)
Preferred stock, par value $0.0001; 10,000,000 authorized — —
Common stock, par value $0.0001; 200,000,000 authorized
95,711,874 and 78,971,581 shares issued and outstanding as of
March 31, 2018 and March 31, 2017 respectively. 9,572 7,898
Additional paid-in capital 2,321,818 725,492
Accumulated other comprehensive income (loss) 15,656 6,732
Retained earnings/(deficit)
(1,892,244
) (828,516 )
Total stockholders' equity (defecit) 454,802 (88,394 )

Total liabilities and stockholders' equity $ 3,206,083 $ 2,902,788

~~See~~

TRIPBORN, INC.

Consolidated Balance Sheets

Assets
	March 31,
	2019			2018
Current assets
Cash and cash equivalents	$	1,230,012		$	1,155,367
Accounts receivable net		178,492			170,434
Due from related parties		14,364			14,364
Prepaid consulting Fees		128,613			-
Deposit on pending acquisition		250,000			-
Other current assets		191,958			302,563
Total current assets		1,993,439			1,642,728

Property and equipment, net		12,247			9,896
Intangible assets, net		362,717			498,758
Other assets		48,956			48,956

Total assets	$	2,417,359		$	2,200,338


Liabilities and Stockholders' Deficit

Current liabilities
Accounts payable	$	310,130		$	360,407
Due to related parties		13,828			-
Accrued interest		27,542			21,833
Accrued interest related parties		508,531			323,983
Accrued executive compensation		425,000			250,000
Other current liabilities		123,141			135,726
Convertible notes – related parties		1,838,157			1,850,045
Total current liabilities		3,246,329			2,941,994

Long-term liabilities
Convertible note		250,000			-

Total liabilities		3,496,329			2,941,994
Commitments and Contingencies
Stockholders' equity (deficit)
Preferred stock, par value $0.0001; 10,000,000 authorized		—			—
Common stock, par value $0.0001; 200,000,000 authorized
97,190,435 and 95,711,874 shares issued and outstanding as of
March 31, 2019 and March 31, 2018 respectively.		9,720			9,572
Additional paid-in capital		3,227,451			2,321,818
Accumulated other comprehensive income		39,489			14,537
Accumulated deficit		(4,355,630	)		(3,087,583	)
Total stockholders' deficit		(1,078,970	)		(741,656	)

Total liabilities and stockholders' deficit	$	2,417,359		$	2,200,338

The accompanying notes toare an integral part of these consolidated financial statements.

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~~Table of Contents~~

~~TRIPBORN, INC.~~

~~Consolidated Statements of Comprehensive Income (Loss)~~

~~Years Ended March 31,~~

2018 2017

Net revenue $ 367,354 $ 569,843

Cost of revenue 46,547 293,841

Gross profit 320,807 276,002

Operating expenses
Selling, general and administration expenses 764,871 490,829
Legal and consulting expenses 191,391 246,440

Income (loss) from operations (635,455 ) (461,267 )

Other income (expenses)
Depreciation and amortization (383,513 ) (226,526 )
Interest income 522
Interest expense (174,899 ) (162,163 )
Total other income (expense) (557,890 ) (388,689 )

Income (loss) before income tax expense (1,193,345 ) (849,956 )
Income tax benefit 129,617 167,032

Net income (loss) (1,063,728 ) (682,924 )

Other comprehensive income (loss):

Unrealized foreign currency translation income/(loss) 8,924 (2,978 )

Net comprehensive income/(loss) for the period $ (1,054,804 ) $ (685,902 )

Basic income (loss) per share $ (0.01 ) $ (0.01 )
Diluted income (loss) per share $ (0.01 ) $ (0.01 )

Basic weighted average number of shares 91,287,934 77,286,488
Diluted weighted average number of shares 91,287,934 77,286,488

~~See~~

TRIPBORN, INC.

Consolidated Statements of Operations and Comprehensive Loss

	Years Ended March 31,
	2019			2018

Net revenue	$	472,052		$	349,818

Cost of revenue		376,207			260,769

Gross profit		95,845			89,049

Selling, general and administration expenses		1,236,182			1,974,733

Loss from operations		(1,140,337	)		(1,885,684	)

Other income (expenses)
Other income		61,465			27,325
Interest income		260			522
Interest expense		(189,435	)		(174,899	)
Other income (expense)		(127,710	)		(147,052	)

Loss before income tax expense		(1,268,047	)		(2,032,736	)

Income tax expense		-			(226,331	)

Net loss		(1,268,047	)		(2,259,067	)

Other comprehensive income (loss)
Foreign currency translation adjustment		24,952			7,805
Comprehensive loss	$	(1,243,095	)	$	(2,251,262	)

Basic and diluted income (loss) per share	$	(0.01	)	$	(0.02	)

Basic and diluted weighted average number of shares		96,211,435			91,287,934

The accompanying notes toare an integral part of these consolidated financial statements.

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~~Table of Contents~~

~~TRIPBORN, INC.~~

~~Consolidated Statements of Stockholders' Equity (Deficit)~~

~~Years Ended March 31, 2018 and 2017~~

Common Stock
Shares Amount
Additional
paid-in
capital

Accumulated
other
comprehensive
income

Retained
earnings/
deficit

Total
stockholders’
equity/
(deficit)

Balance at March 31, 2016 76,804,914 7,681 75,708 9,710 (145,592 ) (52,493

Other comprehensive income (loss) (2,978 ) (2,978 )

Issuance of common shares 2,166,667 217 649,784 650,001

Net income (loss) (682,924 ) (682,924 )

Balance at March 31, 2017 78,971,581 $ 7,898 $ 725,492 $ 6,732 $ (828,516 ) $ (88,394 )

Other comprehensive income (loss) 8,924 8,924

Issuance of common shares 3,660,001 366 1,097,634 1,098,000

Conversion of debt to common stock 13,080,292 1,308 498,692 500,000

Net income (loss) (1,063,728 ) (1,063,728 )

Balance at March 31, 2018 95,711,874 $ 9,572 $ 2,321,818 $ 15,656 $ (1,892,244 ) $ 454,802

~~Table of Contents~~

~~TRIPBORN, INC.~~

~~Consolidated Statements of Cash Flows~~

~~Years Ended March 31,~~

2018 2017
Cash flows from operating activities
Net income (loss) $ (1,063,728 ) $ (682,924 )
Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 383,513 226,526
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 116,462 (171,710 )
Other current assets (61,359 ) (221,222 )
Deferred tax asset (121,767 ) (192,651 )
Increase (decrease) in:
Accounts payable and accrued expenses 214,453 120,004
Other current liabilities 60,098 424,561
Net cash provided by (used in) operating activities (472,328 ) (497,416 )

Cash flows from investing activities
Purchase of property and equipment (2,563 ) (12,130 )
Increase in intangible assets 0 (703,421 )
Net cash used in investing activities (2,563 ) (715,551 )

Cash flows from financing activities
Increase in common stock 1,674 217
Increase in additional paid-in capital 1,096,326 649,784
Decrease in loan from shareholder — (23,958 )
Increase in convertible notes 854,638
Net cash provided by financing activities 1,098,000 1,480,681

Effect of exchange rates changes on cash 8,924 (2,978 )

Net change in cash 632,034 264,736

Cash
Beginning of the year 516,707 251,971
End of the year $ 1,148,739 $ 516,707

Supplementary disclosure of cash flows information
Cash paid during the period for:
Interest $ — $ —
Income taxes $ — $ —
Conversion of debt to 13,0890,292 shares of common stock $ 500,000

~~See~~

TRIPBORN, INC.

Consolidated Statements of Stockholders' Deficit

Years Ended March 31, 2019 and 2018

	Common Stock
	Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income		Accumulated Deficit			Total stockholders’ equity/ (deficit)

Balance at March 31, 2017		78,971,581	$	7,898	$	725,492	$	6,732	$	(828,516	)	$	(88,394	)

Other comprehensive income								7,805					7,805

Issuance of common shares		3,660,001		366		1,097,634							1,098,000

Conversion of debt to common stock		13,080,292		1,308		498,692							500,000

Net loss										(2,259,067	)		(2,259,067	)

Balance at March 31, 2018		95,711,874	$	9,572	$	2,321,818	$	14,537	$	(3,087,583	)	$	(741,656	)

Sale of common shares and warrants		1,000,001		100		699,900							700,000

Issuance of common stock for consulting services		478,560		48		205,733							205,781

Other comprehensive income								24,952					24,952

Net loss										(1,268,047	)		(1,268,047	)

Balance at March 31, 2019		97,190,435	$	9,720	$	3,227,451	$	39,489	$	(4,355,630	)	$	(1,078,970	)

The accompanying notes toare an integral part of these consolidated financial statements.

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TRIPBORN, INC.

Consolidated Statements of Cash Flows

Years Ended March 31,

	2019			2018
Cash flows from operating activities
Net loss	$	(1,268,047	)	$	(2,259,067	)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		134,118			385,797
Impairments loss		-			696,499
Stock based compensation		77,168			-
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(8,058	)		104,291
Other current assets and due from related parties		110,605			(68,912	)
Deferred tax expense		-			226,331
Accounts payable and accrued expenses		(50,277	)		184,659
Other current liabilities and due to related parties		366,500			271,228
Net cash used in operating activities		(637,991	)		(459,174	)

Cash flows from investing activities
Purchase of property and equipment		(428	)		(7,971	)
Deposit against pending acquisition		(250,000	)		-
Net cash used in investing activities		(250,428	)		(7,971	)

Cash flows from financing activities
Proceeds from issuance of common stock		700,000			1,098,000
Proceeds from issuance of convertible note		250,000			-
Net cash provided by financing activities		950,000			1,098,000

Foreign exchange change on cash		13,064			7,805

Net change in cash		74,645			638,660
					-
Cash
Beginning of the year		1,155,367			516,707
End of the year	$	1,230,012		$	1,155,367

Non-Cash Disclosure
Issuance of stock for consulting service	$	205,781			-

Supplementary disclosure of cash flows information
Cash paid during the period for:		-			-
Interest	$	-		$	-
Income taxes	$	-		$	-
Conversion of debt to shares of common stock	$	-		$	500,000

The accompanying notes are an integral part of these consolidated financial statements.

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~~Table of Contents~~

TRIPBORN, INC.

Notes to Audited Consolidated Financial Statements

March 31, ~~2018~~2019 and ~~2017~~

1.	~~Organization and the Nature of Business~~

2018

1. DESCRIPTION OF BUSINESS

TripBorn, Inc. (“TripBorn” or the “Company”) is aLast Mile eCommerce aggregator that delivers the products and services to offline consumers using a service agent network in India through our website, www.tripborn.com. Currently, we operate as a business to business, ~~online~~or B2B, Last Mile Commerce platform that serves business agents and companies based in India in providing travel ~~agency (“OTA”) that offers~~ and financial services products for their offline customers offeringtravel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. ~~TripBorn is a holding company that~~

Tripborn, Inc. (“Company”) was incorporated inunder the law of the state of Delaware in January 2010 office is located at 762 Perthshire Pl, Abingdon, MD 21009. The Company provides Online Travel Agency (OTA) and ~~operated~~related services and selling its services to directly to Business customers. The Company primarily operates in India. Tripborn, Inc. formerly known as PinstripesNYC, Inc was operating as a shell company with nominal or no assets or operations until December 14, 2015. Tripborn Inc. was known as PinstripesNYC, Inc. until January 2016.

On December 14, 2015, ~~when it acquired substantially all~~PinstripesNYC, Inc. (the “Registrant”) executed and agreement and Plan of ~~the outstanding common stock of its operating subsidiary,~~Merger (the, “Agreement”) with Sunalpha Green Technologies Private Limited (“Sunalpha”). ~~The Company has selected March 31 as its fiscal year end.~~

~~TripBorn was known as PinstripesNYC, Inc. until January 2016. TripBorn filed reports as PinstripesNYC, Inc. with the Securities and Exchange Commission~~Sunalpha registered under the ~~Exchange~~Company Act ~~from August 2010 until it terminated~~of 1956, India with principle office located at 812, Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat, India 380 015.

As a result of the Merger, Sunalpha became a wholly owned subsidiary of the Registrant (Pinstripes NYC Inc.) now Tripborn Inc. and following the consummation of the Merger and giving effect to the issuance of 76,804,914 Merger Shares by its ~~registration under~~principle stockholders.

For accounting purposes, Sunalpha was deemed to be the ~~Exchange Act~~accounting acquirer in ~~May 2013.~~

~~On December 14, 2015,~~the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, Sunalpha’s assets, liabilities, and results of operations are the historical consolidated financial statements of the Company ~~acquired all~~and Company’s assets, liabilities and results of operations are consolidated with Tripborn Inc. effective as of the ~~outstanding shares of Sunalpha, which is incorporated under the laws~~date of the Republic of India on November 4, 2010. The transaction is being accounted for as a reverse recapitalization. Sunalpha is the acquirer for financial reporting purposes, and TripBorn is the acquired company.

2.	~~Summary of Significant Accounting Policies~~

~~Accounting Policies~~

~~These financial statements are prepared on the accrual~~Merger. No step-up in basis ~~of accounting~~or intangible assets or goodwill was recorded in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

~~Basis of Presentation~~

this transaction. The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 is being accounted for as a reverse recapitalization. ~~Sunalpha~~

2. LIQUIDITY AND GOING CONCERN

The Company has experienced significant losses and negative cash flows from operations and reported net loss of $1,268,047, accumulated deficit of $4,355,630 and negative cash flow from operations of $637,991 as of and for the year ended March 31, 2019. Management has implemented a strategy which includes cost reduction efforts. The ability to continue as a going concern is dependent upon the ~~acquirer for financial reporting purposes, and TripBorn is the acquired company. Consequently, the assets, liabilities and results of~~Company generating profitable operations ~~that are reflected~~ in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. If the Company must raise capital, there is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

The Company’s operations are subject to number of factors that can affect it operating results and financial conditions. Such factors include, but not limited to: the continuous enhancement of the current products and services; marketing its new services; continue to invest in new technologies; change in domestic and foreign regulations; the price of, and demand for, the company’s products and services and its ability to raise the capital to support its operations.

The Company sold 1,000,001 shares of common stock at a price of approximately $0.70 and received approximately $700,000 during fiscal year ended March 31, 2019.

The Company has issued convertible note for $250,000 in the fourth quarter of fiscal 2019. The principal amount of the note will convert into 357,143 shares of the Company’s common stock at fair value of $0.70 to the noteholder’s option at maturity on April 1, 2020.

The Company exhausted a majority of its cash balances that existed at year-end for the acquisition of PRAMA as discussed in Note 13.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these consolidated financial statements ~~prior~~with the private placement of common stock. There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the ~~December 14, 2015 transaction are those~~Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of ~~Sunalpha and are recorded using the historical cost basis.~~ Presentation

The consolidated financial statements ~~after completion~~and related disclosures have been prepared pursuant to the rules and regulations of the ~~December 14, 2015 transaction~~Securities and Exchange Commission ("SEC"). The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Principles of Consolidation

The consolidated financial statements include the ~~assets, liabilities~~accounts and ~~results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations~~transactions of the Company and its wholly owned subsidiary, Sunalpha ~~from and after the closing of the transaction on December 14, 2015.~~Green Technologies Private Limited. All significant ~~related party~~inter-company accounts and transactions ~~between~~are eliminated in consolidation.

Reclassification

For the ~~Company and Sunalpha~~fiscal year ending March 31, 2018 certain accounts have been ~~eliminated upon consolidation.~~

~~Revenue Recognition~~

~~The Company provides travel products and services~~reclassified to ~~leisure and corporate travelers in India and abroad. The revenue from rendering these services is recognized at the time when significant risk and rewards are transferred~~conform to the ~~customer. This is generally the case: 1)~~current year's presentation. Such reclassification had no impact on ~~the date of departure for vacation packages, 2) on the date of check in for hotel booking business and 3) on the date of issuance for the sale of airline tickets.~~

~~Revenue from the sale of airline tickets is recognized as an agent on a~~ net commission earned basis, when the Company does not assume any performance obligation following the confirmation of the issuance of an airline ticket to the customer. In instances where the Company has procured coupons of airline tickets in advance for an anticipated future demand from customers, and assumes the risk of loss ~~for tickets not used, the revenue from the sale of such airline tickets is accounted for on the gross basis.~~

~~Incentives from airlines are recognized when the performance obligations under the incentive programs are achieved.~~

Revenue from hotel reservations, including commissions earned is recognized on a net basis as an agent, on the date of check-in, when the Company does not assume any performance obligation following the issuance of a hotel confirmation voucher to the customer. Where the Company has pre-booked the hotel room for an anticipated future demand from the customers and assumes the risk for not using the available hotel room nights at its disposal, revenue from the sale of such hotel room nights is accounted for on the gross basis. Performance linked incentives from hotels are recognized as income on achievement of performance obligations.

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Revenue from vacation packages, including income on airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as the Company is determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by the Company, including the responsibility for delivery of services.

Revenue from other sources, primarily comprising revenue from rail and bus ticket reservations is recognized as the services are being performed. Revenue from the rail and bus ticket reservations is recognized as an agent on a net commission earned basis, as the Company does not assume any performance obligation following the confirmation of the issuance of the ticket to the customer.

Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of tickets, revenue recognized with respect to commissions earned by the Company on such tickets is reversed and is netted against the revenue earned during the fiscal period, at the time the cancellation is made by the customer. In addition, a liability is recognized in respect to the refund due to the customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availment of services by the customer.

~~Cost of Revenue~~

Cost of revenue primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers and includes the procurement cost of hotel rooms and other services.

~~Cost of revenue is the amount paid~~ or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides with the recognition of the corresponding revenue.

~~Operating Expenses~~

Use of Estimates

The preparation of financial statements in US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes ~~thereto.~~thereto, those estimates, and assumptions affect the reported amounts assets, liabilities and disclosure of contingent assets and liabilities and revenue. Actual results could differ significantly from those estimates. ~~The~~

Our significant estimates ~~underlying~~include elements of revenue recognition, the ~~Company’s Financial Statements relate~~realization of deferred tax assets, amounts that may be due under the tax sharing agreement, impairment of long-lived assets, costs to ~~accruals for travel transactions, valuation of accounts receivable,~~be capitalized as well as the useful life of ~~long-lived~~capitalized software, and contingent liabilities, including taxes related to hotel occupancy. Actual amounts may differ from these estimates.The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge. The Company has no impairment charge for the fiscal year ending March 31, 2019.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, ~~income taxes.~~in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts.

Topic 606 was effective as of April 1, 2018, for the Company, using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018.

For revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

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Air Ticketing. Revenue from airline tickets is recognized on net commission basis which includes our nonrefundable surcharges and fees to our service agents.For certain airline transactions, we also receive fees from global distribution systems partners that control the computer systems through which these reservations are booked.

Rail Ticketing. Revenue from rail ticket reservations is recognized on net basis which includes our nonrefundable surcharges and fees to our service agents. We recognized revenue on gross basis for railway service setup fees, which is non-refundable and collected from our service agent at the time of agent enrollment.

Money Transfer. To our service agent we provide system connectivity using our internet platform so our service agent can perform Money Transfer services on behalf of their customers. Our internet platform facilitates connectivity between Bank and Service Agent. We recognized revenue on the net basis, we collect service charge or fees to our service agent for performing the money transfer services for their customers. Performance linked incentives from Banks or suppliers are recognized upon achievement of performance obligations and amount is billed to suppliers.

Other Revenue. Revenue from other sources, primarily comprising net commission and fees from bus tickets booking fees, visa processing fees, and pre-and post-paid expenses are recognized after the services are being performed.

Cash and Cash Equivalents

The Company ~~considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be~~maintains its cash ~~equivalents.~~in bank deposit accounts in India and USA, Indian bank accounts are not insured. The Company has not experienced any losses in such accounts. The Company maintains cash balances, which may exceed federally insured limits. ~~The Company does not believe that this results in any significant credit risk.~~

Sunalpha has ~~eleven~~thirteen and ~~nine~~eleven accounts denominated in Indian Rupees at March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. As of March 31, ~~2018~~2019, and ~~2017,~~2018, the cash balance in financial institutions in India was USD $303,971 and $478,254, ~~and $116,806,~~ respectively. The transactions are undertaken in Indian Rupees and results in foreign currency translation adjustment. The Company’s cash deposits in India are not insured against loss. The Company does not believe that this results in any significant credit risk.

~~Receivables and Credit Policies~~

Accounts ~~receivable are uncollateralized customer obligations due under normal trade terms which generally range from 24 hours to seven to ten days from the time and date of transaction.~~ Receivable

Accounts receivable are stated at the ~~amount billed~~amount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. Management has determined the bad debt allowance of $58,507 for the fiscal year ended March 31, 2019 with no bad debt allowance for the fiscal year ended March 31, 2018. The Company does not accrue interest on past due receivables.

~~Table~~each customer and a limited number of ~~Contents~~

customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts.

Property and Equipment

Intangible Assets

Intangible assets with ~~indefinite~~definite useful lives are tested for impairment at least ~~annually.~~annually for their recoverability. We do not have any intangible assets with indefinite lives. Intangible assets that have limited useful lives are amortized on a ~~straight line~~straight-line basis over ~~the shorter of~~ their useful ~~or legal~~ lives.

~~Concentration~~

Impairment of ~~Credit Risk~~

~~Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.~~

Long-lived Assets

The Company ~~maintains its~~records an impairment of long-lived assets used in operations, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash ~~in bank deposit accounts,~~flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which ~~are not insured.~~is typically calculated using the discounted cash flow method. The Company ~~has~~did not ~~experienced~~record any ~~losses in such accounts. The Company believes that it is not exposed to any significant credit risk on cash.~~

~~Income Taxes~~

~~The Company~~ is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. TripBorn, Inc. was incorporated in the State of Delaware and is subject to Federal income tax in the United States of America. Sunalpha was incorporated under the laws of the Republic of India and has no operating profit for current tax liabilities. The Indian corporate income tax rate is 30% for domestic companies.

~~The Company~~ ~~accounts for income taxes in accordance with ASC 740,~~ ~~“Income Taxes”, which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes~~ ~~are recognized for the tax consequences~~ ~~of temporary differences by applying enacted statutory tax rates applicable to future years to~~ ~~differences between financial statement carrying amounts~~ ~~and the tax bases~~ ~~of existing assets and liabilities and operating loss and tax credit~~ ~~carry forwards. Under this accounting standard, the~~ ~~effect on deferred~~ ~~income taxes~~ ~~of a change in tax rates is recognized in income in the period that includes the enactment date.~~ ~~A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.~~

ASC 740 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of income and comprehensive income. No significant uncertainty in tax positions relating to income taxes have been incurredimpairment during the years ended March 31, ~~2018~~2019 and ~~2017.~~recorded$696,949 impairment charge for the fiscal year endedMarch 31, 2018.

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The Tax Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits.

Foreign Currency Translation

The Company translates the foreign currency ~~financial statements~~of its foreign subsidiary, whose functional currency is Indian rupee, into US Dollars, the reporting currency using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic ~~830-10,~~830, Foreign Currency Matters (“ASC ~~830-10”~~830”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).

~~Table~~

Earnings and Loss per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Potentially dilutive common shares may consist of ~~Contents~~

incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

Promotion and Advertising Expense

We incur advertising expense consisting of offline costs, including newspaper and media advertising, and online advertising expense to promote our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., newspaper, SMS or email campaign) as incurred each time the advertisement or promotion is performed.

Stock-Based Compensation

The Company accounts for stock-based awards to employees and nonemployee consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of ~~INR against US$ and other currencies may fluctuate and is affected by, among other things, changes in India’s political and economic conditions. Any significant revaluation~~the stock options over the instruments vesting period.

Leases

Leases of INR may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	~~March 31, 2018~~	~~March 31, 2017~~
~~Period-end spot rate~~	~~US$1=INR 68.2967~~	~~US$1=INR 64.8120~~
~~Average rate~~	~~US$1=INR 66.6880~~	~~US$1=INR 65.5282~~

3.	~~Change in Control Transaction~~

On December 8, 2015, the Company issued 71,428,570 shares of common stock to Arna Global LLC (“Arna”) for cash consideration of $95,500. Arna is wholly-owned by the Company’s President and director, Deepak Sharma. The Company accounted for the change in control transaction with Arna using the acquisition method of accounting. Arna obtained control of 93% of the outstanding shares of common stock of PinstripesNYC, Inc. in connection with the Stock Purchase Agreement among PinstripesNYC, Inc., Arna, and Maxim Kelyfos, LLC dated December 8, 2015, and is the acquirer. This transaction resulted in (1) no identifiable assets ~~being acquired, (2) no liabilities being assumed, (3) no goodwill being recognized and (4) no gains being recognized from a bargain purchase.~~

4.	~~Acquisition of Sunalpha Green Technologies Private Limited~~

On December 14, 2015, the Company acquired substantially all of the outstanding shares of Sunalpha which was incorporated under the laws of the Republic of India in November 2010. The transaction is being accounted for as a reverse recapitalization. Sunalpha is the acquirer for financial reporting purposes, and TripBorn is the acquired company. Consequently, the assets, liabilities and results of operations that are reflected in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing date of the transaction.

5.	~~Increase in Authorized Shares~~

The Company amended its certificate of incorporation on January 13, 2016 to (a) increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 and (b) change its name from PinstripesNYC. Inc. to Tripborn, Inc.

6.	~~Property and Equipment~~

~~Property and Equipment consists of the following as of March 31, 2018 and 2017. The property and equipment listed below are recorded in the books of Sunalpha.~~

March 31, 2018 March 31, 2017
Computer $ 13,443 $ 20,782
Furniture and Fixture 5,468 4,138
Office Equipment 6,537 5,768
Software License 768 244
Total 26,216 30,933
Accumulated depreciation (14,057 ) (17,697 )
Fixed assets, net $ 12,159 $ 13,236

~~Depreciation expense for the year ended March 31, 2018 and 2017 is $3,640, and $9,100 respectively.~~

7.	~~Intangible Assets~~

~~Intangible assets consist of the following as of March 31, 2018 and March 31, 2017:~~

March 31, 2018 March 31, 2017
API Access $ 133,763 $ 129,876
Software 1,651,000 1,651,000
Total 1,784,763 1,780,876
Accumulated amortization (595,264 ) (217,654 )
Intangible assets, net $ 1,189,499 $ 1,563,222

~~Amortization expense for the years ended March 31, 2018 and March 31, 2017 was $379,873 and $217,425, respectively.~~

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Intangible assets consist of Application Programming Interface (API) access with major travel companies and a customized online transaction platform called Travelcord for use on the Company’s website, www.tripborn.com. Application Programming Interface components are used to send/receive/retrieve various data to and from supplier systems for tickets availability, pricing, aggregation and booking information. The API specifies how software components or applications should interact with each other using graphical user interfaces (GUI). These components are automated software components or set of routines, protocols and tools for building and communicating various software applications.

Following the Company’s acquisition of Sunalpha, the Company acquired ownership and development rights to the Travelcord software from Arna for a fee of $956,000 pursuant to a Software Agreement dated December 16, 2015. The Company paid the $956,000 fee to Arna in the form of a convertible promissory note. The Travelcord software was recognized as an intangible asset at historical cost pursuant to ASC 350-40 Intangibles – Goodwill and Other, Internal Use Software, and no goodwill was recognized. Arna acquired the Travelcord software from Takniki Communications, which is wholly-owned by our Vice President and director, Sachin Mandloi pursuant to a Software Development Agreement, dated January 26, 2015.

8.	~~Tax Recovery Charges~~

The Company through its internet-based platform, facilitates the purchase of travel products and services from third party travel service providers. The Company incurs service taxes at specified rates on the services it acquires from the travel service providers. The Company charges service taxes at specified rates on sales of travel and travel related products to clients. The net difference of the amount paid while acquiring services and collected while selling the services are remitted to taxing authorities ("tax recovery charge"). As of the March 31, 2018,where the Company has ~~a balance with~~assumed substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax ~~authority to offset~~assets and liabilities for the expected future ~~service~~ tax ~~dues.~~

9.	~~Related Party Transactions~~

~~Convertible Notes~~

~~Mr. Sharma loaned~~consequences of events that have been included in the financial statements. Under this method, the Company ~~$156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued~~has determined the deferred tax assets and ~~unpaid interest thereon becomes due and payable~~liabilities based on ~~March 7, 2019. In~~ the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.

Mr. Mandloi loaned the Company $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.

In connection with the Software Agreement described in Note 7 above, Arna, wholly owned by the Company’s president, loaned the Company $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.

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On September 23, 2016, we entered into a software development agreement with Takniki Communications to further develop and enhance our online transaction platform, Travelcord. Pursuant to this software development agreement, we agreed to pay a fee of $695,000 upon delivery of enhanced software, which occurred on December 31, 2016. The Company paid for the software development by issuing a convertible promissory note in the principal amount of $695,000 to Takniki Communications with a maturity date of December 31, 2019 and bearing interest at a rate of 10%. The principal amount of this note is convertible into 10,303,070 shares of our common stock at the noteholder’s option at maturity. In the event that the Company completes an Uplist Transaction prior to the December 31, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 10,303,070 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Takniki will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Takniki also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.

~~ii.~~

~~Guarantee~~

Deposits of the Company’s President and Managing Director with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50,000 in favor of the International Air Transport Association (“IATA”) on behalf of Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2018.

~~10.~~

~~Convertible Notes~~

On February 8, 2016, the Company issued convertible promissory notes to three accredited investors’ in the aggregate principal amount of $350,000 pursuant to a note purchase agreement of the same date. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”), prior to the February 8, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholders will have the option to receive full payment of the outstanding principal balance of the Note shares each together with accrued unpaid interest paid in cash. The noteholders also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.

On July 1, 2016, the Company issued convertible promissory notes to an accredited investor in the aggregate principal amount of $150,000 pursuant to a note purchase agreement dated February 8, 2016. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”), prior to the July 1, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 3,924,088 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholder will have the option to receive full payment of the outstanding principal balance of the Note shares each together with accrued unpaid interest paid in cash. The noteholder also will have the option to receive full payment of the outstanding principal or the note shares, together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.

~~11.~~

~~Stockholder’s Equity~~

During fiscal 2018 the Company issued and sold 3,660,000 shares of the Company’s common stock, par value $0.0001 pursuant to a private placement. The purchase price per share was $0.30 resulting in aggregate proceeds of $1,098,000 to the Company.

~~12.~~

~~Income Tax~~

~~Deferred income taxes reflect the net tax effects of temporary~~ differences between the ~~carrying amounts~~financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for ~~financial reporting purposes and~~ the ~~amounts used for income~~year in which the differences are expected to reverse. The effect of a change in tax ~~purposes. The~~rates on deferred tax assets ~~(liabilities) at March 31, 2018~~ and ~~2017 are as follows:~~

March 31, 2018 March 31, 2017
Property and equipment $ 18,761 $ 26,611
Carried forward loss 329,337 199,720
Total deferred income taxes $ 348,098 $ 226,331

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~~Income tax expense (benefit) was computed as follows:~~

Federal income tax $ - $ -
State income tax - -
Foreign jurisdiction income tax - -
Total income taxes, current provision - -
Deferred income tax expenses/(benefit) (129,617 ) (167,032 )
Total income taxes expense/(benefit) $ (129,617 ) $ (167,032 )

~~The Company files its~~liabilities is recognized in income ~~tax returns on a fiscal year basis.~~

~~The future effective income tax rate depends on various factors, such as the Company’s income (loss) before taxes, tax legislation and the geographic composition of pre-tax income.~~

The Company files income tax returns in the U.S. federal jurisdiction, various State jurisdictions. Sunalpha files tax returns India. The Company is generally subject to U.S. Federal, State and local examinations by tax authorities for the past three years.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act included a broad range of complex provisions impacting the taxation of multi-national companies. The Tax Act makes broad and complex changes to the U.S. corporate income tax system and includes a Transition Toll Tax (the “Transition Tax”), which is a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. The Toll Charge will be paid over an eight-year period, starting in 2018, and will not accrue interest. The Tax Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. Generally, accounting for the impacts of newly enacted tax legislation is required to be completed in the period ofthat includes the enactment ~~however in response~~date.

The Company recognizes deferred tax assets to the ~~complexities~~extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and ~~ambiguity surrounding~~results of operations. If the ~~Tax Act,~~Company determines that it would be able to realize our deferred tax assets in the SEC released Staff Accounting Bulletin No. 118 (“SAB 118”) to provide companies with relief around the initial accounting for the Tax Act. Pursuant to SAB 118, the SEC has provided a one-year measurement period for companies to analyze and finalize accounting for the Tax Act. During the one-year measurement period, SAB 118 allows companies to recognize provisional amounts when reasonable estimates can be made for the impacts resulting from the Tax Act. TripBorn will finalize accounting for the Tax Act during the one-year measurement period.

~~While our accounting for the Tax Act is not complete, we do not believe we are subject~~future in excess of their net recorded amount, it would make an adjustment to the ~~Transition Tax. The Transition Tax is a~~deferred tax ~~on previously untaxed accumulated earnings and profits (“E&P”) of our foreign subsidiary and our foreign subsidiary has historically generated operating losses. To determine~~asset valuation allowance, which would reduce the ~~amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S.~~provision for income ~~taxes paid on such earnings, if any.~~

The Tax Act has significant complexity and our final tax liability may be materially altered due to additional guidance and regulations that may be issued by the U.S. Treasury Department, the Internal Revenue Service (“IRS”) and state and local tax authorities, and for TripBorn’s finalization of the relevant calculations required by the new tax legislation.

TripBorn continues to analyze the provisions of the Tax Act which are effective after December 30, 2017, including but not limited to certain global intangible low-tax income (“GILTI”) from foreign operations.

Under GAAP, companies are allowed to make an accounting policy election to either treat taxes resulting from GILTI as a current-period expense when they are incurred or factor such amounts into the measurement of deferred taxes. ~~The Company has not completed its analysis of the effects of the GILTI provisions and will further consider the accounting policy election within the measurement period as provided under SAB 118.~~

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~~13.~~

~~Recent Accounting Pronouncements~~

~~The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.~~

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

~~In July 2015,~~

We adopted Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09) for the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11, “Simplifying the Measurement of Inventory”. ASU No. 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business; less reasonably predictable costs of completion, disposal and transportation. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim reporting periods within those fiscal years. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, ~~2018 using a prospective application. The adoption of this~~2019, which amends the guidance ~~did not have a material~~in former ASC 605, Revenue Recognition and found no significant impact on the ~~Company’s consolidated financial statements and related disclosures.~~revenue recognition.

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In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, ~~2018,~~2019, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. The Company does not expect the impact to be material to the consolidated results of operations; however, such determination is subject to change based on facts and circumstances at the time when awards vest or settle.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date for ASU 2014-09 by one year. For public entities, the guidance in ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods), and for all other entities, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Preliminarily, the Company plans to adopt Topic 606 using the retrospective transition method and is continuing to evaluate the impact its pending adoption of Topic 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time. The Company will adopt this pronouncement for the year ended March 31, 2019 and all interim periods within.

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In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim reporting periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the impact of the adoption of this revised guidance on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim reporting periods within fiscal years beginning after December 15, 2019. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company ~~does not expect that~~reviewing adoption and its impact of this guidance ~~will have a material impact~~ on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. ~~The amendments are effective for public business entities for~~As of fiscal ~~years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities,~~year, ending March 31, 2019 and 2018 we have no variable interest entity under common control with the ~~amendments are effective for fiscal years beginning after December 15, 2016, and interim~~ reporting periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash", which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The adoption of this guidance will increase cash and cash equivalents by the amount of the restricted cash on the Company's consolidated statement of cash flows.

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entity.

In January 2017, the FASB issued ASU ~~No.~~ 2017-01, ~~"Business~~Business Combinations (Topic 805): Clarifying the Definition of a ~~Business". The amendments in this ASU clarify~~Business, which clarifies the definition of a business ~~with the objective of adding guidance~~ to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ~~Basically, these amendments provide~~

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a ~~screen to determine when~~goodwill impairment loss by comparing the implied fair value of a ~~set~~reporting unit's goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is ~~not a business. If~~permitted. The Company is currently evaluating the ~~screen is not met, the amendments in~~impact of adopting this ASU ~~first, require~~on its consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be ~~considered~~used or consumed in a ~~business, a set must include, at a minimum, an input~~grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2019, although early adoption is permitted. Management believes the effect on the consolidated financial statements will not be material.

No other recent accounting pronouncements were issued by FASB and ~~a substantive process~~the SEC that ~~together significantly contribute~~are believed by management to the ability to create output and second, remove the evaluation of whether a market participant could replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company does not expect that adoption of this guidance will have a material impact on ~~its~~the Company's present or future consolidated financial ~~statements~~statements.

4. PROPERTY AND EQUIPMENT, NET

	Years Ended March 31,
	2019			2018
Computer	$	16,133		$	13,443
Furniture and Fixture		5,863			5,468
Office Equipment		9,483			6,352
Software License		768			768
Total		32,247			26,031
Accumulated depreciation		(20,000	)		(16,135	)
Property and Equipment, net	$	12,247		$	9,896

Depreciation expense for the years ended March 31, 2019 and 2018 is $3,865, and $8,236 respectively.

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5. INTANGIBLE ASSETS WITH DEFINITE LIVES

Intangible assets consist of the following as of March 31, 2019 and March 31, 2018:

	Years Ended March 31,
	2019			2018
API Access	$	133,763		$	139,472
Software		954,501			954,501
Total		1,088,264			1,093,973
Accumulated amortization		(725,547	)		(595,215	)
Intangible assets, net	$	362,717		$	498,758

We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related ~~disclosures.~~carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required.

The amortization expense for the years ended March 31, 2019 and March 31, 2018 was $130,283 and $377,561, respectively. Following table describes future amortization for the next five year for the intangible assets;

Fiscal Year	Estimated Amortization
2020	$130,253
2021	$130,253
2022	$58,284
2023	$12,673
2024	$31,254

6. STOCK COMPENSATION

During the current year 2019, company issued 478,560 common shares to an individual for services to be performed on the company’s behalf until June, 2020 of which $77,168 is recorded in Selling, General and Administration expense as of the year ended March 31, 2019 and $128,613 is recorded in prepaid consulting services, representing the remainder of contract period which expires on June, 2020. The issuance of these shares is being made pursuant to certain administrative services, advisory board services, business development services, consulting services, financial consulting services. The Board has equated the number of these shares at fair value of the services to be provided by this individual.

7. CONVERTIBLE NOTES PAYABLE

Related Party Convertible Notes

The consolidated entity has successfully negotiated a twelve-month extension of related party convertible notes from March 8, 2019 to March 7, 2020.

The Company issued an $956,000 convertible note with maturity date of March 7, 2020, with annual rate of 10% from ARNA GLOBAL LLC, wholly owned by the Company’s president. The note converts into 21,194,381 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $292,824. No interest has been paid on this obligation.

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~~In February~~

The Company issued an $149,644 convertible note with maturity date of March 7, 2020, with annual rate of 10% from Mr. Sharma, Company’s president. The note converts into 3,432,234 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $47,908. No interest has been paid on this obligation.

The Company issued an $37,513 convertible note with maturity date of March 7, 2020, with annual rate of 10% from Mr. Mandloi, Company’s vice president. The note converts into 835,552 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $11,663. No interest has been paid on this obligation.

The Company issued an $695,000 convertible note with maturity date of December 19, 2019, with annual rate of 10% from TAKNIKI COMMUNICATION, wholly owned by the Company’s Vice President. The note converts into 10,303,070 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $156,136. No interest has been paid on this obligation.

The Company has accrued interest of $508,531 and $323,983 for related parties for the fiscal year ending March 31, 2019 and 2018 respectively.

Non-Affiliate Party Convertible Notes

The Company obtained an $250,000 convertible note with maturity date of April 1, 2020, with annual rate of 8% from UNITED TECHNO SOLITIONS. The note may convert into 357,143 shares of common stock (the “Note Shares”) at holder’s option. At March 31, 2019 the total indebtedness under this agreement was $250,822 which is composed of the principal of $250,000 and accrued and unpaid interest of $822. No interest has been paid on this obligation.

8. RELATED PARTY TRANSACTION

On April 1, 2017, the ~~FASB~~board approved the compensation of Deepak Sharma, President of the Corporation, be fixed at USD 250,000/- per year for the next three year period beginning April 1, 2017 to year ending March 31, 2020, payments to be made in monthly installments on the last day of each month. The Company has paid $ 75,000 in executive compensation in the financial year ending March 31, 2019 compared to no payments for the fiscal year ending March 31, 2018. The Company accrued the total executive compensation payable of $425,000 and $250,000 for the fiscal year ending March 31, 2019 and 2018 respectively.

The Company has outstanding balance of $14,364 due from our directors or their affiliates for each of the fiscal years ended March 31, 2019 and 2018.

The Company has outstanding balance of $13,828 and $0 due to our directors or their affiliates for the fiscal years ended March 31, 2019 and 2018 respectively.

The Company has accrued interest on notes of $508,531 and $323,983 for related parties for the fiscal year ending March 31, 2019 and 2018 respectively.

The above related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered with independent parties.

9. STOCKHOLDERS’ EQUITY

During fiscal 2019 the Company issued ~~ASU No. 2017-05, “Other Income—Gains~~ and ~~Losses~~sold 214,286 share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per share was $0.70 resulting in aggregate proceeds of $150,000 to the Company.

During fiscal 2019 the Company issued and sold 785,715 units comprising one share and warrant to purchase two share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per unit was $0.70 resulting in aggregate proceeds of $550,000 to the Company. The Company issued approximately 1,571,430 warrants pursuant to the 785,715 units listed above during fiscal year March 31, 2019, which had minimal impact on the earning per share calculation for the fiscal year ending March 31, 2019. This Warrant shall be exercisable, in whole or in part, during the three-year term commencing from the ~~Derecognition~~issuance date of ~~Nonfinancial Assets”~~this Warrant at an exercise price of $0.01.

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Warrants:

The following table is the summary of warrant activities:

	Shares Underlying Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding at March 31, 2018		-		-		-
Issued		1,571,430	$	0.01		3.0
Exercised		-		-		-
Expired		-		-		-
Outstanding at March 31, 2019		1,571,430	$	0.01		3.0

Equity Compensation Plan

On April 15, 2016, we adopted the TripBorn, Inc. 2016 Stock Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to ~~clarify~~stock options, restricted stock, restricted stock units or other awards authorized under the ~~scope~~terms of ~~Subtopic 610-20~~the plan. No awards have been issued under the plan.

10. INCOME TAX

	Year Ended March 31,
	2019		2018
Current expense (benefit):
Federal	$	-	$	-
State		-		-
Total current expense (benefit):		-		-

Deferred expense (benefit):
Federal		-		199,720
Foreign jurisdiction income tax		-		26,611
Total deferred expense (benefit):		-		226,331

Total income tax expense (benefit):	$	-	$	226,331

There were no current or deferred income tax provision for the year ended March 31, 2019 because the Company has incurred operating losses since inception. A reconciliation of the Company's tax provision for (benefit from) income taxes as computed by applying by applying the U.S. statutory income tax rate to theCompany's effective income tax rate is as follows:

	Year Ended March 31,
	2019			2018
Tax expense, at U.S. federal statutory Rate		21.00	%		21.00	%
Foreign jurisdiction income tax		4.75	%		4.75	%
Valuation allowance		(25.75	)%		(25.75	)%
	$	-		$	-

The net deferred income tax asset balance related to the following:

	Year Ended March 31,
	2019			2018
Stock Compensation	$	16,205		$	-
Depreciation		585			3,066
Amortization		97,471			(7,460	)
Net operating losses		576,103			369,096
Total Deferred tax assets	$	690,363		$	364,702
Less: Allowance for deferred tax assets		(690,363	)		(364,702	)
Net deferred tax asset (liability)	$	-		$	-

US Federal net operating loss carry forwards as of March 31, 2019 is $2,562,547. The net operating losses from January 1, 2018 may be carry forward indefinitely and losses prior to ~~add guidance~~January 1, 2018 expire after 20 years under prior law. Foreign subsidiary net operating loss carry forwards as of March 31, 2019 is $527,019. The net operating losses from March 31, 2019 may be carry forward for ~~partial sales~~indefinitely.

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Future realization of ~~nonfinancial assets. Subtopic 610-20,~~the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of March 31, 2019, and 2018, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, which included the results of operations for the current and preceding years. The Company also considered whether there was ~~issued~~any currently available information about future years. Because long-term contracts are not a significant part of the Company's business, future results cannot be reliably predicted by considering past trends or by extrapolating past results. Moreover, the Company's earnings are strongly influenced by national economic conditions and have been volatile in ~~May 2014~~the past.

The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a ~~part~~result of ~~ASU No. 2014-09, Revenue~~the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from ~~Contracts with Customers (Topic 606), provides guidance for recognizing gains~~our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of March 31, 2019, and 2018 we have not recorded any uncertain tax positions in our financial statements.

11. EARNINGS AND LOSS PER SHARE

ASC 260, “Earnings Per Share” requires presentation of basic earnings per share and dilutive earnings per share.

The computation of basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect.

The Company has outstanding convertible debt of $2,095,483 which converts into 36,122,380 company’s common stock, which may cause diluted earnings per share. Since the Company has only incurred losses, basic and diluted loss per share are the same as potentially dilutive shares have been excluded from the ~~transfer~~calculation of nonfinancial assets in contracts with noncustomers. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. For all other entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. diluted net loss per share as their effect would be anti-dilutive.

The Company ~~does not expect that adoption of this guidance will have a material~~issued approximately 1,571,430 warrants during fiscal year March 31, 2019, which had minimal impact on ~~its consolidated financial statements and related disclosures.~~

~~In May 2017,~~ the ~~FASB issued ASU 2017-09, “Scope of Modification Accounting”, which amends~~earning per share calculation for the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company does not expect that adoption of this guidance will have a material impact on its unaudited condensed consolidated financial statements and related disclosures.

~~14.~~

~~Net Income (Loss) Per Share~~

fiscal year ending March 31, 2019.

A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows:

Years ended March 31,
2018 2017
Basic net income (loss) per share:
Net income (loss) applicable to common shares $ (1,063,728 ) $ (682,924 )
Weighted average common shares outstanding 91,287,934 77,286,488
Basic net income (loss) per share of common stock $ (0.01 ) $ (0.01 )
Diluted net income (loss) per share:
Net income (loss) applicable to common shares $ (1,063,728 ) $ (682,924 )
Weighted average common shares outstanding 91,287,934 77,286,488
Dilutive effects of convertible debt - -
Weighted average common shares, assuming dilutive effect of convertible
debt
91,287,934 77,286,488
Diluted net income (loss) per share of common stock $ (0.01 ) $ (0.01 )

Due to net loss, the shares of common stock underlying the convertible notes described in Notes 9 and 10 were not included in the calculation of diluted net loss per share, as they would have had an antidilutive effect.

~~15.~~

~~Commitments~~

	Years ended March 31,
	2019			2018
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$	(1,268,047	)	$	(2,259,067	)
Weighted average common shares outstanding		96,211,435			91,287,934
Basic net income (loss) per share of common stock	$	(0.01	)	$	(0.02	)

12. COMMITMENTS

The Company is the B2B Principal Agent of the Indian Railway Catering and Tourism Corporation, or IRCTC, which is a government entity that allows the Company to offer reservations through Indian Railways’ passenger reservation system on the Company’s webpage. Indian Railways is India’s state-owned railway, which owns and operates most of India’s rail transportation. The Company has integrated its online portal with IRCTC’s to provide a seamless booking process. Pursuant to an Application Programming Interface (API) agreement, dated October 5, 2015, the Company is required to pay a minimum annual maintenance fee of $7,500 to IRCTC. In the event the agreement is renewed, the amount based on the number of active railway agents that use the Company rail booking services on the Company’s platform will be payable annually. On September 30, ~~2017,~~2018, the Company renewed its agreement with the IRCTC and paid an annual maintenance fee of $8,600 based on the number of active railway agents it has enrolled to book rail tickets.

~~Table~~

Since March 2016, we also lease approximately 4,080 square feet of ~~Contents~~

~~Until December 8, 2015, the Company shared~~ office space for our technology center in Bangalore, Karnataka India, for which we currently pay approximately $6,270 per month including annual maintenance charges. This lease is continued with ~~Maxim Group LLC. The majority member~~expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs. No lease payment is due as of ~~Maxim Group LLC is~~March 31, 2019. Following table describes our obligation for the ~~sole stockholder of Maxim Kelyfos, LLC, which owned 93% of~~next five year from the ~~Company’s common stock outstanding prior to the acquisition of Sunalpha by the Company.~~lease.

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Financial Year	Estimated Annual Lease Charges
2020	$75,272
2021	$80,067
2022	$85,116
2023	$90,549
2024	$96,401
2025	$72,301

Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by a ~~director~~CEO of the Company on a ~~rent free~~rent-free basis. As of March 31, ~~2018~~2019, and ~~2017,~~2018, the Company has not paid any rent.

13. SUBSEQUENT EVENTS

The Company ~~is expected~~will make acquisitions at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, due to ~~pay market rate rent once~~expectations of the ~~Company is profitable.~~

synergies that will be realized by the combining the businesses. Acquisition will be accounted for by using the purchase method of accounting, and the acquired company’s results will be included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs will be recorded in selling, general and administrative expenses as incurred.

The Company has ~~leased office space~~entered into an agreement to acquire 51% of PRAMA Hotels and Resorts Limited (“PRAMA”) for approximately $3,242,857, consisting of $1,400,000 in ~~Ahmedabad, India effective from March 1, 2016 for a term~~cash and $1,842,857 in common stock (2,632,653 shares). The transaction is subject to customary closing conditions, including regulatory approvals. The Company closed on its acquisition on April 22, 2019, whereby the company acquired 51% of ~~five years.~~PRAMA. The ~~operations~~Company expects to determine the preliminary purchase price allocation prior to the end of the ~~Company are being undertaken from~~first quarter of FYE 2020.TheCompany recorded the ~~new premises.~~ issuance of 2,632,653 common shares at a price of $0.70 per shares and equity of approximately $1,842,857 for the acquisition.

The Company ~~will pay~~issued aggregate of 1,489,443 units at price $0.70 and received approximately ~~$1,260 per month pursuant to the lease agreement.~~

~~The Company entered into a consulting agreement effective May 24, 2016 with LogiCore Strategies, LLC (“LogiCore”), pursuant to which Richard J. Shaw serves as~~$1,042,610. Each unit consists of one share of the Company’s ~~Chief Financial Officer. The Company compensates LogiCore~~common stock and two warrants to purchase common stock. Each warrant can be exercised at any time prior to June 30, 2022 for ~~Mr. Shaw’s time~~the purchase of one share of the Company’s common stock at an ~~annual rate~~exercise price of ~~$60,000.~~

~~16.~~

~~Subsequent Events~~

~~The~~$0.01.

In June 2019, the Company issued 1,571,430 shares for the warrants that were outstanding and received approximately $15,714.

In June 2019, the Company has ~~evaluated subsequent events through June~~ ~~29,~~ ~~2018,~~issued the ~~date~~25,462,167 shares of common stock and reduced its liabilities by approximately $1,150,483 in connection with related parties convertible note conversion. The interest on the convertible notes are outstanding and not been paid.

To ensure the Company had adequate near-term liquidity to fund its acquisition, Company borrowed $300,000 fromARNA GLOBAL LLC (“Arna”), which ~~the financial statements~~is wholly owned by our president and director. These funds were ~~available to be issued.~~

~~Table~~utilized for working capital and acquisition purposes and entire principle of ~~Contents~~

$300,000 was returned on July 8, 2019.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

~~Conclusion Regarding the Effectiveness of~~

Management’s Report on Disclosure Controls and Procedures

~~Our principal~~

Under the supervision and with the participation of our senior management, including our chief executive officer and ~~our principal~~chief financial officer, ~~evaluated~~we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, ~~(as~~as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange ~~Act)~~Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this ~~annual report. Disclosure~~Annual Report on Form 10-K (the "Evaluation Date"). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures ~~are designed~~were not effective such that the information relating to ~~ensure that information~~us required to be disclosed in our Securities and Exchange Commission ("SEC") reports ~~filed under the Exchange Act~~(i) is recorded, processed, summarized and reported within the time periods specified in ~~the Securities and Exchange Commission’s~~SEC rules and forms, and ~~that such information~~(ii) is accumulated and communicated to our ~~principal~~management, including our chief executive officer and ~~principal~~chief financial officer, as appropriate to allow timely decisions regarding required disclosure. ~~Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.~~

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Management’s ~~Annual~~ Report on Internal Control Over Financial Reporting

Management ~~of the Company~~ is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as ~~defined in Rules 13a-15(f) and 15d-15(f) under~~required by Section 404 of the ~~Securities Exchange~~Sarbanes-Oxley Act of ~~1934, as amended. The Company’s~~2002. Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~U.S.~~ generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect ~~all~~ misstatements. ~~Also, projections~~This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2019. The ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:

(i)

inadequate segregation of duties consistent with control objectives; and

(ii)

lack of multiple levels of supervision and review.

A “material weakness” is defined as a significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A “significant deficiency” is defined as a control deficiency, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial information reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. Management identified the following material weaknesses in the Company’s internal control over financial reporting as of March 31, 2019:

lack of adequate US GAAP accounting knowledge to identify and account significant complex transactions on a timely basis;

ii.

unable to report financials in timely manner;

iii.

inadequate segregation of duties consistent with control objectives; and

iv.

lack of multiple levels of supervision and review.

Deferred Tax Asset

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As a result, we have identified this as a material weakness. The Company has restated its financial year ending March 31, 2018 for valuation allowance of Deferred Tax.

We have identified that our information technology security and environment may have material control deficiencies, including but not limited to a lack of retention policy, lack of an audit log, weak password policies, and a lack of security of physical and file security of system.

We believe that the weaknesses identified above have not had any material effect on our financial results. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management's Remediation Plan

The ~~Company’s management assessed the effectiveness~~weaknesses and their related risks are not uncommon in a company of our size because of the ~~Company’s~~ ~~internal control over financial reporting~~ aslimitations in the size and number of ~~March 31, 2018. In making this assessment,~~staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.

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However, we plan to take steps to enhance and improve the ~~Company’s management used the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee~~design of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of March 31, 2018, the Company’s internal control over financial reporting is effective based on those criteria. This annual report does not include an attestation report of the Company’s ~~independent registered public accounting firm~~ ~~regarding the Company’s~~our internal control over financial reporting. ~~Management’s~~During the period covered by this annual report on ~~internal control over~~Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

(i)

Appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies; and

(ii)

We will attempt to implement the remediation efforts. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our financial ~~reporting was not subject to attestation by~~statements for the Company’s independent registered public accounting firm pursuant to the rules and regulations of the SEC that permit the Company to provide only its management’s report on internal control over financial reportingyear ended March 31, 2019 are fairly stated, in ~~this annual report~~.

all material respects, in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

There ~~has~~have been no ~~change~~changes in our internal ~~control~~controls over financial reporting that occurred during the ~~last fiscal quarter covered by this annual report (our fourth fiscal quarter)~~year ended March 31, 2019 that ~~has~~have materially ~~affected,~~ or isare reasonably likely to materially affect, our internal ~~control~~controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

~~None.~~

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~~PART III~~

Table of Contents~~ITEM 10.~~

~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~

1.	PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 1. Directors ~~and Executive Officers~~

~~The following table sets forth the name, age~~ and ~~position of each~~Executive Officers

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as ~~of March 31,~~ ~~2018.~~

Name Age Position Year First Elected Director
Deepak Sharma 42 President, Chief Executive Officer and Director 2015
Sachin Mandloi 40 Vice President and Director 2015
Richard J. Shaw 50 Chief Financial Officer and Treasurer N/A

such, are as follows:

Name	Age	Position	Year First Elected Director
Deepak Sharma	45	President, Chief Executive Officer and Director	2015
Sachin Mandloi	42	Vice President and Director	2015

Business Experience

The following ~~includes~~is a brief ~~biography for~~account of the education and business experience during at least the past five years of each director, executive officer and key employee of our ~~directors~~company, indicating the person’s principal occupation during that period, and ~~executive officers, with each director biography including information regarding~~ the ~~experiences, qualifications, attributes or skills that caused our board~~name and principal business of ~~directors to determine that each member of our board of directors should serve as a director. There are no family relationships among any of our directors or executive officers.~~

the organization in which such occupation and employment were carried out.

Deepak Sharma has served as our President, Chief Executive Officer and a director since December 2015. He ~~served~~is also serving as our Chief Financial ~~Officer from December 2015 to May 2016. Mr. Sharma founded our Indian operating subsidiary, Sunalpha and has been serving as its managing director and President since 2010.~~Officer. Mr. Sharma is the President of Alphatech Systems and Consulting Inc., an information technology service company that he founded in 2006. Alphatech provides customer solutions including software development and maintenance services.

The board of directors believes that Mr. Sharma’s institutional knowledge as a founder of the company as well as his experience in business development and software product development are crucial to successfully growing our business.

Sachin Mandloi has served as our Vice President and a director since December 2015. Mr. Mandloi is responsible for technology development, quality assurance and product delivery. Mr. Mandloi is the founder and president of Takniki Communications, an information technology service company formed under the laws of the Republic of India that provides information technology solutions, including software development and maintenance services. Mr. Mandloi has served as the President of Takniki Communications since he founded it in 1998. Mr. Mandloi has served as a director of our Indian operating subsidiary, Sunalpha since 2014.

The board of directors believes that Mr. Mandloi’s experience in software development and maintenance in India, as well as his in-depth knowledge of digital marketing and data analytics are crucial to successfully growing our business.

Employment Agreements

We have no formal employment agreements with any of our directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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~~Richard J. Shaw~~ ~~has served as our Chief Financial Officer~~

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not adopted a Code of Business Conduct and ~~Treasurer since May 2016. Mr. Shaw has served as~~Ethics.

Board and Committee Meetings

Our board of directors held twelve formal meetings and executed eight consents during the ~~President~~year ended March 31, 2019. All proceedings of ~~LogiCore Strategies, LLC, a financial~~the board of directors were conducted by resolutions consented to in writing by all the directors and ~~business advisory services firm, since June 2014. Mr. Shaw also has served as Chief Financial Officer~~filed with the minutes of ~~BirchBioMed, Inc., a clinical-stage biomedical company focused on~~ the ~~commercialization, clinical evaluation and development~~proceedings of anti-scarring drugs, autoimmune therapeutics/therapies and novel strategies for transplantation, since March 2016, as Chief Financial Officer of FastPencil, Inc., since February 2017, and as Chief Financial Officer of Jerash Holdings (US), Inc., since May 2017. Previously, Mr. Shaw served as Chief Operating Officer of Roberts Office Furniture Concepts, a designer, manufacturer and remanufacturer of sustainable office furniture and workplace systems, from September 2013the directors. Such resolutions consented to June 2016. Previously, Mr. Shaw served as Chief Financial Officer of High Peaks Hospitality, LLC, an independent hotel ownership, development construction and management company from June 2012 to August 2013, and Chief Financial Officer of Harden Furniture, Inc., a manufacturer of solid wood furniture and upholstery from May 2008 to June 2012. Mr. Shaw earned a BS in ~~Accounting from LeMoyne College and is a Certified Public Accountant, licensed~~writing by the ~~State of New York.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~We do not have~~directors entitled to vote on that resolution at a ~~class of equity securities registered pursuant to Section 12~~meeting of the ~~Exchange Act. Accordingly,~~directors are, according to the Delaware Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors ~~officers~~duly called and persons who own more than ten percent of our common stock are not required to file with the Securities and Exchange Commission initial reports of ownership or reports of changes in ownership of our common stock.

held.

Director Independence

Although our shares are not listed on The NASDAQ Capital Market or any other exchange, we use the independence standards of the NASDAQ Listing Rules in evaluating the independence of our directors. Our directors, Deepak Sharma and Sachin Mandloi do not meet the definition of “independent directors” as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules due to their relationships with us as founders of our Indian operating subsidiary. In the future, if we list our common stock on The NASDAQ Capital Market or another national securities exchange, we will be required to have a majority of independent directors and we intend to comply with applicable requirements relating to director independence in connection with such listing.

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~~Code of Ethics~~

We intend to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size.

Committees of the Board of Directors

We expect our board of directors, in the future, to appoint an audit committee, nominating committee and compensation committee and to adopt charters relative to each such committee. We intend to appoint such persons to committees of the board of directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek a listing on a national securities exchange. In addition, we intend that at least one of our directors who serves on our audit committee will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated by the Securities and Exchange Commission. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to our principal executive officers:

SUMMARY COMPENSATION TABLE

Name and Principal
Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity
Incentive

Plan

Compensation
($)

Change in Pension

Value and
Nonqualified Deferred
Compensation
Earnings

($)

All

Other

Compensation

($)

Total

($)

Deepak Sharma,

President & CEO

2019

2018

$75,000

Sachin Mandloi,

Vice President

2019

2018

$35,743

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~~EXECUTIVE COMPENSATION~~

As a smaller reporting company under the Securities Exchange Act of 1934, as amended, we are providing the following executive and director compensation information in accordance with the scaled disclosure requirements of Regulation S-K.

~~In compliance with Instruction 4 to Item 402(m) of regulation S-K, we have omitted the Summary Compensation, Outstanding Equity Awards at Fiscal Year-End and~~

Director Compensation tables because we did not award or pay, and our named executive officer and directors did not otherwise earn, any compensation with respect to our last two fiscal years ended March 31, 2018 and March 31, 2017. Our named executive officer is Deepak Sharma. Mr. Sharma serves as our President, Chief Executive Officer, and as a director. We do not have any other executive officers whose total compensation exceeds $100,000. Mr. Sachin Mandloi, who serves as our Vice President, is also a director.

~~We are not party to any employment agreements or other agreements with Messrs. Sharma and Mandloi.~~ Effective May 24, 2016, we entered into a consulting agreement with LogiCore Strategies, LLC, pursuant to which Richard J. Shaw serves as our Chief Financial Officer and Treasurer. We compensate LogiCore for Mr. Shaw’s time as an independent contractor at an annual rate of $60,000. We will reimburse Mr. Shaw for reasonable travel expenses. The consulting agreement has a one-year term that is automatically renewable for subsequent one year terms unless terminated by either party.

1.	~~Equity Compensation Plan~~

On April 15, 2016, we adopted the TripBorn, Inc. 2016 Stock Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the plan.

~~Director Compensation~~

Each of our directors is an employee of the Company, and therefore do not receive any additional compensation for services as a director. The compensation that we pay to each of our directors is disclosed in the ~~2018~~ Summary Compensation Table.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Owners

The following table provides information as of ~~June 12, 2018,~~fiscal year ending March 31, 2019, concerning beneficial ownership of our common stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our executive officers and directors as a group and (4) each person or entity we know to beneficially own more than five percent of our common stock. The percentages of shares owned shown in the table below are based on ~~95,711,874~~138,649,198 shares which consist of 97,190,435 of our common stock outstanding as of ~~June 12, 2018.~~ March 31, 2019 and 41,458,763 of future conversion shares. According to SEC rules, a person is the “beneficial owner” of securities if he, she or it has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant or right, the conversion of a security or otherwise.

~~Table~~

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares Beneficially Owned

Named Executive Officers and Directors:
Deepak Sharma President and Director 4390 US Route 1, Suite 221 Princeton, NJ 08540		60,340,900		43.52	%

Sachin Mandloi Vice President and Director		46,852,907		33.79	%

*ARNA GLOBAL LLC own shares in Tripborn Inc. through features associated with convertible debt. Deepak Sharma is beneficial owner of ~~Contents~~

Name of Beneficial Owner
Shares of Common Stock
Beneficially Owned

Percentage of Shares
Beneficially Owned

Named Executive Officers and Directors:

Deepak Sharma⁽¹⁾⁽²⁾
President, Chief Executive Officer
and Director
35,714,285 37.3%

All directors and executive officers
as a group (3 persons)
71,428,570 74.6%

5% Stockholder:

Arna Global LLC⁽³⁾
4390 US Route 1, Suite 221
Princeton, NJ 08540
35,714,285 37.3%

Sachin Mandloi⁽⁴⁾

Vice President and Director 35,714,285 37.3%

⁽¹⁾	As the sole member of Arna Global LLC, Mr. Sharma may be deemed to be the beneficial owner of the 35,714,285 shares held by Arna. Mr. Sharma has sole voting and sole dispositive power with respect to the 35,714,285 shares held by Arna.

⁽²⁾

Does not include 3,432,234 shares of common stock issuable under the terms of the 10% convertible note held by Mr. Sharma or the 21,194,381 shares of common stock issuable under the terms of the 10% convertible note held by Arna, in each case described under “Certain Relationships and Related Person Transactions” in this Memorandum.

⁽³⁾	~~Does not include 21,194,381 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this Memorandum.~~

⁽⁴⁾

Mr. Mandloi has sole voting and sole dispositive power with respect to the shares. Does not include 835,552 shares of common stock issuable under the terms of the 10% convertible note held by Mr. Mandloi or the ~~10,303,070 shares of common stock issued under the terms of the 10% convertible note held by Takniki Communications, in each case~~ ~~described under “Certain Relationships and Related Person Transactions” in this Memorandum.~~

the ARNA GLOBAL LLC.

* TAKNIKI COMMMUNICATION own shares in Tripborn Inc. through features associated with convertible debt. Sachin Mandloi is beneficial owner of the TAKNIKI COMMMUNICATION.

Equity Compensation Plan Information

The following table set forth certain information, as of March 31, ~~2018,~~2019, with respect to securities authorized for issuance under equity compensation plans. The only security being so offered is our common stock.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	—	—	7,680,000

Equity compensation plans not approved by security holders	—	—	—
Total	—	—	7,680,000

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Person Transactions

~~In the course~~

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of our development, we have participated in transactions with Deepak Sharma and Sachin Mandloi. Mr. Sharma is the founder and Messrs. Sharma and Mandloi are executive officers and directors of our Indian operating subsidiary, Sunalpha. In addition, Messrs. Sharma and Mandloi have been executive officers and directors of TripBorn since December 2015.

~~On December 8, 2015, Arna Global LLC (“Arna”), which is wholly-owned by our president and director, Deepak Sharma, purchased 71,428,570~~ shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in ~~a private~~any transaction, for an aggregate purchase price of $95,500. On that date, these shares represented 71% of our authorized share capital and 93% of our common stock outstanding. Arna is a Delaware limited liability company whose sole member is Deepak Sharma. Immediately prior toor proposed transaction during the ~~purchase, Maxim Kelyfos, LLC was the beneficial owner of 93% of our outstanding common stock.~~

~~On December 14, 2015, we acquired substantially all of the outstanding shares of Sunalpha from Mr. Mandloi for $95,835.~~

~~The above transactions were effected to incorporate our business in the state of Delaware. Therefore, neither Mr. Sharma nor Mr. Mandloi had a quantifiable interest in these transactions.~~

On December 16, 2015, Arna entered into the Software Agreement with us whereby we succeeded to the rights of Arna with respect to our proprietary software pursuant to a Software Development Services Agreement between Takniki Communications and Arna. Mr. Mandloi, our vice president and director, is the founder and President of Takniki Communications. Pursuant to this Software Agreement, Arna assigned its rights to the developed software, any further development with respect to the software and its rights as licensor of the software to Sunalpha. In consideration for the assignment, we agreed to pay Arna $956,000, which is evidenced by a convertible promissory note described below.

In connection with the Software Agreement, Arna loaned us $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note. Atyear ended March 31, ~~2018 the total indebtedness under this agreement was $1,399,680~~2019, in which ~~is composed of the principal of $956,000 and accrued and unpaid interest of $443,680. No interest has been paid on this obligation.~~

Mr. Sharma loaned us $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note. At March 31, 2018 the total indebtedness under this agreement was $228,995 which is composed of the principal of $156,407 and accrued and unpaid interest of $72,558. No interest has been paid on this obligation.

Mr. Mandloi loaned us $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note. At March 31, 2018 the total indebtedness under this agreement was $55,747 which is composed of the principal of $17,671 and accrued and unpaid interest of $3,860. No interest has been paid on this obligation.

We lease approximately 2,455 square feet of office space for our principal executive offices in Ahmedabad, India. Currently, our president and director, Deepak Sharma leases this space to us at no charge. If and when our operations become profitable, we expect to enter into a lease agreement to pay market-based rent for the space. We have no immediate plans to enter into a lease agreement with Mr. Sharma.

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~~Mr. Sharma’s deposits with IndusInd Bank Ltd. serve as collateral for a guarantee in~~ the amount of $50,000 in favor of the International Air Transport Association on behalf of our operating subsidiary, Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2018.

We entered into a consulting agreement effective May 24, 2016 with LogiCore, pursuant to which Richard J. Shaw serves as the Company’s Chief Financial Officer. The Company compensates LogiCore for Mr. Shaw’s time at an annual rate of $60,000. Mr. Shaw wholly owns LogiCore. His interestinvolved in the transaction ~~is $60,000.~~

~~We received an advance~~exceeded or exceeds the lesser of ~~$2,501 from Mr. Sharma and $21,457 from Arna for working capital expenses during~~$120,000 or one percent of the ~~first quarter~~average of ~~fiscal 2017. We repaid~~our total assets at the ~~advances as of July 11, 2016.~~

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~The following table shows~~

Principal Accountant Fees and Services.

Principal accountant fees for ~~professional services provided by RAM Associates CPAs, P.C., our independent registered public accounting firm, during~~audit for the fiscal year ~~ended March 31, 2018, which we refer to as~~2019 performed by Friedman LLP and for fiscal year 2018 for audit and ~~the~~for fiscal year ~~ended March 31, 2017, which we refer to as fiscal year 2017.~~

Fiscal Year 2018 Fiscal Year 2017
Audit Fees $ 19,500 $ 17,650
Audit-Related Fees — —
Tax Fees — —
All Other Fees —
Total $ 19,500 $ 17,650

~~Audit fees during fiscal year 2018 and fiscal year 2017 were for professional~~2019 review services ~~rendered for the audit of our annual consolidated financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q.~~

~~The Board of Directors pre-approves all auditing services and all permitted non-auditing services (including the fees and terms thereof) to be~~ performed by ~~our independent registered public accounting firm.~~

Ram Associates is as follows:

	Fiscal Year 2019		Fiscal Year 2018
Audit Fees	$	63,000	$	16,650
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees				—
Total	$	63,000	$	16,650

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements. See Index to Financial Statements included in Item 8 of Part II of this report.

(b)

Financial Statement Schedules. None.

(c)

Exhibits. See Index to Exhibits contained in this report.

Table of Contents

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	TRIPBORN, INC.

Date: ~~June~~ ~~29,~~ ~~2018~~ September 12, 2019	By:	/ S / Deepak Sharma
	Name:	Deepak Sharma
	Title:	President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities ~~indicated below~~and on ~~June~~ ~~29,~~ ~~2018.~~

the dates.

~~Signature~~		~~Title~~
Signature		Title
/s/ Deepak Sharma Deepak Sharma		Chief Executive Officer, President, and Director
~~Deepak Sharma~~		(Principal Executive Officer)

/s/ ~~Richard J. Shaw~~Deepak Sharma Deepak Sharma		Chief Financial Officer
~~Richard J. Shaw~~		(Principal Financial and Accounting Officer)

/s/ Sachin Mandloi Sachin Mandloi		Vice President and Director
~~Sachin Mandloi~~

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual reports to security holders covering TripBorn, Inc.’s last fiscal year have been sent to its security holders. No proxy statement, form of proxy or other proxy soliciting material have been sent to TripBorn, Inc.’s security holders during such period.

~~Table of Contents~~

~~Index to Exhibits~~

~~Exhibit No.~~

Table of Contents

INDEX OF EXHIBITS

Number	Exhibit Description
~~2.1~~ Exhibit 31.1		Stock Purchase Agreement, dated as of December 8, 2015 among PinstripesNYC, Inc., Arna Global LLC and Maxim Kelyfos, LLC, incorporated herein by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2		CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
~~2.2~~ Exhibit 32.1		Share Transfer Agreement, dated December 14, 2015 between PinstripesNYC, Inc. and Sachin Kamalkishore Mandloi, , incorporated herein by reference from Exhibit 2.2 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on AprilCERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 ~~2016.~~U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
~~3.1~~		~~Certificate of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.~~

~~3.2~~		Certificate of Amendment to the Certificate of Incorporation, incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

~~3.3~~		~~Amended and Restated Bylaws, incorporated herein by reference from Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.~~

~~4.1~~		~~Form of Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.~~

~~4.2~~		~~Form of 10% convertible notes due March 7, 2019, incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.~~

~~4.3~~		Form of 6% convertible notes due February 8, 2019, incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

~~10.1~~		Software Agreement, effective as of December 16, 2015, between Arna Global LLC and TripBorn, Inc., incorporated herein by reference from Exhibit 10.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.

~~10.2~~		Software Development Agreement, dated January 26, 2015 between Takniki Communications (India) and Arna Global LLC, incorporated herein by reference from Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.

~~10.3~~		Letter Agreement, dated December 16, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited, incorporated herein by reference from Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.

~~10.4~~		Software Licensing Agreement, dated April 1, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited, incorporated herein by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

~~10.5~~		Agreement, dated October 5, 2015 between Sunalpha Green Technologies Private Limited and Indian Railway Catering and Tourism Corporation Limited, incorporated herein by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

~~Table of Contents~~

~~10.6~~		Note Purchase Agreement between TripBorn Inc. and the Investors party thereto, dated February 8, 2016, incorporated herein by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

10.7*		~~TripBorn, Inc. 2016 Stock Incentive Plan, incorporated herein by reference from Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.~~

10.8*		Form of Nonqualified Stock Option Award Notice under the TripBorn, Inc. 2016 Stock Incentive Plan, incorporated herein by reference from Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

10.9*		Consulting Agreement, effective May 24, 2016 between TripBorn, Inc. and LogiCore Strategies, LLC, incorporated herein by reference from Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.

~~10.10~~		Software Development Agreement, dated September 23, 2016, between TripBorn, Inc. and Takniki Communications, incorporated herein by reference from Exhibit 10.4 to the Company’s quarterly report on Form 10-Q filed on September 23, 2016.

~~10.11~~		Application Programming Interface (API) Agreement, dated September 30, 2016, by and between Sunalpha Green Technologies Private Limited and the Indian Railway Catering and Tourism Corporation Limited, incorporated herein by reference from Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on November 21, 2016.

~~10.12~~		10% convertible note, dated December 31, 2016 issued to Takniki Communications, incorporated herein by reference from Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on February 14, 2017.

~~10.13~~		Form of Letter Agreement, dated July 14, 2017, Amending the Note Purchase Agreement, dated February 2, 2016, by and between the Company and the Investors party thereto, , incorporated herein by reference from Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on August 14, 2017.

21		~~List of Subsidiaries, as filed with out Registration on Form S-1 (File No. 333-220381) on September 7, 2017.~~

~~31.1~~		~~Certification of TripBorn, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of TripBorn, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of TripBorn, Inc. Chief Executive Officer pursuant to~~CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 ~~as adopted pursuant to Section~~AS ADOPTED PURSUANT TO SECTION 906 ~~of the Sarbanes-Oxley Act of 2002.~~OF THE SARBANES-OXLEY ACT OF 2002

~~32.2~~		~~Certification of TripBorn, Inc. Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase~~

~~101.INS~~		~~XBRL Instance Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Linkbase~~

~~101.DEF~~		~~XBRL Taxonomy Extension Schema Linkbase~~

* Indicates a management contract or compensatory plan, contract, or arrangement

Delaware		27-2447426
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
~~812, Venus Atlantis Corporate Park~~ ~~Near Prahalad Nagar Garden, Satellite~~ ~~Ahmedabad, Gujarat, India 380 015~~
762 Perthshire Pl, Abingdon, MD 21009
(Address of principal executive offices)

Large accelerated filer☐o		Accelerated filer	☐o
Non-accelerated filer☐o	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	ý
Emerging growth company ý		~~Emerging growth company~~	ý

		Page
PART I
Item 1.	Business	35
Item 1A.	Risk Factors	810
Item 1B.	Unresolved Staff Comments	1922
Item 2.	Properties	1923
Item 3.	Legal Proceedings	1923
Item 4.	Mine Safety Disclosure	2023
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2024
Item 6.	Selected Financial Data	2125
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2125
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2831
Item 8.	Financial Statements and Supplementary Data	2931
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4648
Item 9A.	Controls and Procedures	4648
Item 9B.	Other Information	4650
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4751
Item 11.	Executive Compensation	4852
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4853
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5053
Item 14.	Principal Accountant Fees and Services	5154
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5155
Signatures		5256
Index to Exhibits		5357

		High	Low
2018	Third Quarter (q/e 12/31/17)	$0.60	$0.50
	Fourth Quarter (q/e 3/31/18)	$1.515	$0.50

	Twelve Months Ended March 31,
	2018	2017
Net revenue	$367,354	$569,843

Cost of revenue	46,547	293,841

Gross profit	320,807	276,002

Operating expenses
Selling, general, and administrative expenses	764,871	490,829
Legal and consulting expenses	191,391	246,440

Income (loss) from operations	(635,455)	(461,267)

Other income (expense)
Depreciation and amortization	(383,513)	(226,526)
Interest income	522
Interest expense	(174,899)	(162,163)
Total other income (expense)	(557,890)	(388,689)

Income (loss) before income tax expense	(1,193,345)	(849,956)
Income tax benefit (expense)	129,617	167,032

Net income (loss)	(1,063,728)	(682,924)

	March 31, 2018			March 31, 2017
Computer	$	13,443		$	20,782
Furniture and Fixture		5,468			4,138
Office Equipment		6,537			5,768
Software License		768			244
Total		26,216			30,933
Accumulated depreciation		(14,057	)		(17,697	)
Fixed assets, net	$	12,159		$	13,236

Federal income tax	$	-		$	-
State income tax		-			-
Foreign jurisdiction income tax		-			-
Total income taxes, current provision		-			-
Deferred income tax expenses/(benefit)		(129,617	)		(167,032	)
Total income taxes expense/(benefit)	$	(129,617	)	$	(167,032	)

	Fiscal Year 2018		Fiscal Year 2017
Audit Fees	$	19,500	$	17,650
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees				—
Total	$	19,500	$	17,650