UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549


_______________________________________ 

FORM 10-Q

_______________________________________ 

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2017

2020

OR

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

For the transition period from              to             

Commission File Number:No. 333-210821


_________________________________________________ 

TripBorn, Inc.

(Exact name of registrant as specified in its charter)

 _______________________________________

Delaware 27-2447426

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

762 Perthshire PlAbingdonMD21009
(Address of principal executive offices) (I.R.S. Employer Identification No.)Zip Code)
812, Venus Atlantis Corporate Park
Near Prahalad Nagar Garden, Satellite
Ahmedabad, Gujarat, India 380 015
(Address of principal executive office) (Zip Code)
(91) 79 40191914

(269) 274-7877

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

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

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

Large accelerated filer¨Accelerated filer¨
Non-accelerated filer
x  (Do not check if a smaller reporting company)
Smaller reporting companyx
 Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)7(a)(2)(B) of the ExchangeSecurities Act. ¨

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


As

The number of February 7, 2018, there were outstanding 95,711,874the registrant’s common shares, of common stock,$0.0001 par value $0.0001 per share.

share, outstanding on September 30, 2021 was 132,932,159.

 

1

TripBorn, Inc.
Form 10-Q
For the Third Quarter and Nine Months Ended December 31, 2017
Contents
  Page
Part IFinancial Information3
     
Part IItem 1 Consolidated Condensed Financial InformationStatements (Unaudited)3

Consolidated Condensed Balance Sheets as of December 31, 2020 (Unaudited) and March
31, 2020

3
Consolidated Condensed Statements of Operations (Unaudited) for the Three Months Ended
December 31, 2020, and 2019 (Unaudited)
4
Consolidated Condensed Statements of Comprehensive Loss (Unaudited) for the Three
Months Ended December 31, 2020, and 2019 (Unaudited)
5
Consolidated Condensed Statements of Equity (Deficit) for the Three Months Ended
December 31, 2020, and 2019 (Unaudited)
6
Consolidated Condensed Statements of Cash Flows for the Three Months Ended December
31, 2020 and 2019 (Unaudited)
7
Notes to Consolidated Condensed Financial Statements8
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 4Controls and Procedures25
PART II.    
   
Item 1 Unaudited Condensed Consolidated Financial StatementsLegal Proceedings 27
  
3
4
5
6
7
8
   
Item 2 16
Item 423
Part IIOther Information23
Item 123
Item 1A24
Item 2 2427
     
Item 5  2427
     
Item 6  24
2428
     
28
  
24Signature28

2 
PART I. FINANCIAL INFORMATION
(UNAUDITED)

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(Unaudited)

TRIPBORN, INC.

UNAUDITED

CONSOLIDATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
  
Third Quarter Ended
December 31,
  
Nine Months Ended
December 31,
 
       
  2017  
2016
  
2017
  
2016
 
Net revenue $77,192  $148,387  $255,824  $405,189 
                 
Cost of revenue  10,903   73,271   37,776   272,876 
                 
Gross profit  66,289   75,116   218,048   132,313 
                 
Operating expenses                
     Selling, general, and administrative expenses  193,460   112,750   513,125   253,996 
     Legal and consulting expenses  53,584   56,110   151,231   206,171 
                 
Income (loss) from operations  (180,755)  (93,744)  (446,308)  (327,854)
                 
Other income (expense)                
     Depreciation and amortization  (83,469)  (51,809)  (283,016)  (153,557)
     Interest income  157   0   321   0 
     Interest expense  (52,578)  (37,068)  (122,167)  (108,526)
Total other income (expense)  (135,890)  (88,877)  (404,862)  (262,083)
                 
Income (loss) before income tax expense  (316,645)  (182,621)  (851,170)  (589,937)
     Income tax benefit (expense)  69,926   55,260   240,455   152,017 
                 
Net income (loss)
 $(246,719) $(127,361) $(610,715) $(437,920)
                 
Basic income (loss) per share $(0.00) $(0.00) $(0.01) $(0.01)
                 
Diluted income (loss) per share
 $(0.00) $(0.00) $(0.01) $(0.01)
                 
Basic weighted average number of shares  89,840,099   76,816,272   89,840,099   76,816,272 
Diluted weighted average number of shares  89,840,099   76,816,272   89,840,099   76,816,272 
BALANCE SHEETS

  December 31,  March 31, 
  2020  2020 
ASSETS (UNAUDITED)    
Current assets:      
Cash and cash equivalents $364,370  $421,909 
Accounts receivable, net, and unbilled revenue  36,439   98,960 
Due from related parties  -   - 
Other current assets  292,228   442,264 
Total current assets  693,037   963,133 
Non current assets:        
Intangible assets, net  14,386   25,000 
Property and equipment, net  9.946   10,056 
Other noncurrent assets  27.207   26,366 
TOTAL ASSETS $744,576  $1,024,555 
         
LIABILITIES AND EQUITY        
         
Current liabilities:        
Accounts payable and accrued expenses $253,099  $295,700 
Local duties and taxes  7,986   21,748 
Due to related parties  1,598   1,602 
Loans and convertible notes due to related parties  695,000   695,000 
Interest payable  713,078   660,040 
Salaries and benefits  640,618   616,082 
Other current liabilities  172,037   280,395 
Loans due within one year with third parties  10,417   - 
Total current liabilities  2,493,833   2,570,567 
         
Long term liabilities:        
Long term portion of operating lease liabilities  -   - 
Long term portion of loans and convertible notes  -   - 
Other non-current liabilities  47,000   - 
Total current and long-term liabilities  2,540,833   2,570,567 
Commitments and contingencies (Note 14)        
         
Preferred stock $.0001 par value  -   - 
Authorized shares: 10,000,000, none issued and none outstanding        
Common stock $.0001 par value  13,294   13,294 
Authorized shares: 200,000,000        
Shares issued and outstanding: 132,932,159 and 97,190,435        
Additional paid in capital  6,585,331   6,585,331 
Accumulated deficit  (8,422,453)  (8,165,386)
Accumulated other comprehensive income  27,569   20,749 
TOTAL TRIPBORN, INC STOCKHOLDERS’ EQUITY / (DEFICIT)  (1,796,259)  (1,546,012)
Noncontrolling interest in consolidated entity  -   - 
Total equity (deficit)  (1,796,259)  (1,546,012)
TOTAL LIABILITIES AND EQUITY $744,574  $1,024,555 

See accompanying notes to consolidated condensed financial statements.statements (unaudited).

3

TRIPBORN, INC.

UNAUDITED

CONSOLIDATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

OPERATIONS (Unaudited)
  
Third Quarter Ended
December 31,
  
Nine Months Ended
December 31,
 
       
  2017  
2016
  
2017
  
2016
 
Net income (loss) $(246,719) $(127,361) $(610,715) $(437,920)
Other comprehensive income (loss), net of tax                
Unrealized foreign currency translation
income / (loss)
  (1,578)  501   (1,551)  
457
 
Other comprehensive income (loss), net of tax  (1,578)  501   (1,551)  457 
Comprehensive loss $(248,297) $(126,860) $(612,266) $(437,463)

  Three months ended  Nine months ended 
  December 31, 2020  December 31, 2019  December 31, 2020  December 31, 2019 
             
NET REVENUES $114,988  $2,819,898  $264,115  $6,774,126 
                 
COST OF REVENUES AND EXPENSES                
Cost of revenue  80,055   2,373,782   173,340   5,854,080 
Selling, general and administrative expenses  57,112   745,008   207,965   1,930,225 
Legal and consulting expenses  11,746   86,589   97,108   362,276 
Depreciation and amortization  4,182   141,287   12,788   412,444 
   153,095   3,346,666   491,201   8,559,025 
LOSS FROM OPERATIONS  (38,107)  (526,768)  (227,086)  (1,784,899)
Other income, net  17,332   48,031   25,290   111,618 
Interest expense  (17,771)  (71,542)  (55,395)  (313,688)
Interest income  -   7,616   124   53,702 
Equity in earnings  -   -   -   - 
LOSS BEFORE INCOME TAXES  (38,546)  (542,663)  (257,067)  (1,933,267)
Income tax expense  -   -   -   - 
NET LOSS $(38,546) $(542,663) $(257,067) $(1,933,267)
                 
Net loss attributable to noncontrolling interests $-  $(197,153) $-  $(771,208)
Net loss attributable to TripBorn, Inc. $(38,546) $(345,510) $(257,067) $(1,162,059)
                 
NET LOSS PER COMMON SHARE                
Basic loss per common share attributable
to TripBorn, Inc.
 $(0.00) $(0.00) $(0.00) $(0.01)
Diluted loss per common share attributable
to TripBorn, Inc.
 $(0.00) $(0.00) $(0.00) $(0.01)
WEIGHTED-AVERAGE COMMON SHARES
OUTSTANDING
                
Basic weighted-average number of common
shares
  132,932,159   119,338,047   132,932,159   119,338,047 
Diluted weighted-average number of
common shares
  132,932,159   119,556,280   132,932,159   120,556,280 

See accompanying notes to consolidated condensed financial statements.statements (unaudited).

4

TRIPBORN, INC.

UNAUDITED

CONSOLIDATED CONDENSED CONSOLIDATED BALANCE SHEETS

  December 31,  March 31, 
  2017  2017 
  (Unaudited)    
ASSETS      
Current assets:      
Cash and cash equivalents $1,322,002  $516,707 
Accounts receivable  211,586   289,089 
Other current assets  473,800   294,203 
Total current assets  2,007,388   1,099,999 
         
Property and equipment, net  11,642   13,236 
Intangible assets, net  1,273,885   1,563,222 
Deferred income taxes  469,032   226,331 
TOTAL ASSETS $3,761,947  $2,902,788 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $77,129  $175,748 
Other current liabilities  932,358   460,314 
Total current liabilities  1,009,487   636,062 
         
Long term liabilities        
          Loans payable – related party  0   0 
          Convertible notes  1,855,120   2,355,120 
Total current and long term liabilities  2,864,607   2,991,182 
Stockholders’ equity (deficit):        
Preferred stock $.0001 par value  0   0 
Authorized shares: 10,000,000        
Common stock $.0001 par value  9,572   7,898 
Authorized shares: 200,000,000        
Shares issued and outstanding: 95,711,874 and 78,971,581        
Additional paid-in capital  2,321,818   725,492 
Accumulated other comprehensive income (loss)  5,181   6,732 
Retained earnings (deficit)  (1,439,231)  (828,516)
Total stockholders’ equity  897,340   (88,394)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $3,761,947  $2,902,788 
STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

  Three months ended  Nine months ended 
  December 31, 2020  December 31, 2019  December 31, 2020  December 31, 2019 
Net loss $(38,546) $(542,663) $(257,067) $(1,933,267)
Net loss attributable to noncontrolling interests  -   (197,153)  -   (771,208)
Net loss attributable to TripBorn, Inc.  (38,546)  (345,510)  (257,067)  (1,162,059)
                 
Currency translation adjustment  1,377   (45,998)  6,820   (73,901)
Currency translation adjustment attributable to
noncontrolling interests
  -   (73,548)  -   (68,338)
Currency translation adjustment attributable to
TripBorn, Inc
  1,377   (27,550)  6,820   (5,563)
                 
Comprehensive loss  (37,169)  (588,661)  (250,247)  (2,007,168)
Comprehensive loss attributable to noncontrolling
interests
  -   (270,701)  -   (839,546)
Comprehensive loss attributable to TripBorn, Inc. $(37,169) $(317,960) $(250,247) $(1,167,622)

See accompanying notes to consolidated condensed financial statements.statements (unaudited).

5

TRIPBORN, INC.

UNAUDITED

CONSOLIDATED CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)

(Unaudited)


  Common Stock             
  
Shares
  
Amount
  
Additional
paid-in
capital
  
Accumulated
other
comprehensive
income
  

Retained
earnings
(deficit)
    
  
Total
stockholder’s
equity
(deficit)
    
 
Balance at March 31, 2017  78,971,581  $7,898  $725,492  $6,732  $(828,516) $(88,394)
                         
Issuance of common stock  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 
                         
Other comprehensive income (loss)              (1,551)      (1,551)
                         
Net income (loss)                  (610,715)  (610,715)
                         
Balance at December 31, 2017  95,711,874   9,572   2,321,818   5,181   (1,439,231)  897,340 

     For the three months ended December 31, 2020 
  Shares  Common
stock
  Additional paid in
capital
  Accumulated
other
comprehensive
income
  Accumulated
deficit
  TripBorn Inc
stockholders’
equity
(deficit)
  Noncontrolling
interest
  Total equity /
(deficit)
 
   (In $ except for number of common stock) 
                         
Balance as of March 31, 2020  132,932,159  $13,294  $6,585,331  $20,749  $(8,165,386) $(1,546,012)$-  $(1,546,012)
                                
Other comprehensive
income (loss) and
exchange differences
  -   -   -   6,820   -   6,820  -   6,820 
Net loss  -   -   -   -   (257,067)  (257,067) -   (257,067)
Balance as of December 31,
2020
  132,932,159  $13,294  $6,585,331  $27,569  $(8,422,453) $(1,796,259)$-  $(1,796,259)

  For the nine months ended December 31, 2019 
  Shares  Common
stock
  Additional paid in
capital
  Accumulated
other
comprehensive
income
  Accumulated
deficit
  TripBorn Inc
stockholders’
equity (deficit)
  Noncontrolling
interest
  Total equity /
(deficit)
 
  (In $ except for number of common stock) 
                         
Balance as of March 31, 2019  97,190,435  $9,719  $3,227,452  $39,489  $(4,355,630) $(1,078,970) $-  $(1,078,970)
                                 
Common stock issued on
purchase of subsidiary
  2,632,653   263   736,880   -   -   737,143   -   737,143 
Common stock and
warrants issued for cash
consideration
  2,025,158   203   1,417,408   -   -   1,417,611   -   1,417,611 
Common stock issued on
exercise of warrants
  5,621,746   562   55,655   -   -   56,217   -   56,217 
Common stock issued on
conversion of debt
  25,462,167   2,546   1,147,937   -   -   1,150,483   -   1,150,483 
Noncontrolling interests
arising on acquisition of
subsidiary
  -   -   -   -   -   -   2,053,333   2,053,333 
Currency translation
adjustment
  -   -   -   (5,563)  -   (5,563)  (68,338)  (73,901)
Net loss  -   -   -   -   (1,162,059)  (1,162,059)  (771,208)  (1,933,267)
Balance as of December 31,
2019
  132,932,159  $13,293  $6,585,332  $33,926  $(5,517,689) $1,114,862  $1,213,787  $2,328,649 

See accompanying notes to consolidated condensed financial statements.statements (unaudited).

6

TRIPBORN, INC.

UNAUDITED

CONSOLIDATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  
Nine Months Ended
December 31,
 
  2017  2016 
Cash flows from operating activities:      
Net income (loss) $(610,715) $(437,920)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
Depreciation and amortization  283,016   153,557 
Other comprehensive income (loss)  (1,551)  457 
Changes in operating assets and liabilities:        
Accounts receivable  77,503   (187,034)
Other current assets  (179,597)  (39,363)
Deferred tax asset  (242,701)  (134,552)
Accounts payable and accrued expenses  (98,619)  174,780 
Other current liabilities  472,044   206,502 
         
Net cash provided (used) by operating activities  (300,620)  (263,573)
Cash flows from investing activities:        
Change in property and equipment  (5,725)  (10,365)
Change in intangible assets  13,640   (680,275)
Net cash used in investing activities  7,915   (690,640)
Cash flows from financing activities:        
Increase in common stock  1,674   153 
Change in additional paid in capital  1,096,326   459,847 
Increase (Decrease) in loan from shareholder      (23,958)
Increase in convertible notes      842,215 
Net cash provided (used) in financing activities  1,098,000   1,278,257 
         
Net increase (decrease) in cash and cash equivalents  805,295   324,044 
Cash and cash equivalents at beginning of period  516,707   251,971 
Cash and cash equivalents at end of period $1,322,002  $576,015 
Supplemental cash flow information        
Cash paid for interest $0  $0 
Income tax payments $0  $0 
Conversion of debt to 13,080,292 shares of common stock $500,000  $0 

  Nine months ended December 31 
  2020  2019 
Cash flows from operating activities      
Net loss $(257,067) $(1,933,267)
         
Adjustment to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  12,788   412,444 
Stock based compensation  25,723   77,168 
         
Changes in operating assets and liabilities:        
Accounts receivable  62,521   (527,802)
Other current assets  124,313   (123,202)
Accounts payable  (42,599)  (297,723)
Other current liabilities  (44,549)  2,322,070)
Other non-current liabilities  -   (586,889 
Other non-current assets  -   41,373 
Net cash used in operating activities  (118,870)  (369,424)
         
Cash flows from investing activities        
 Net cash paid on acquisition of subsidiary  -   (971,910)
 Other investments  -   32,506 
 Purchases of fixed assets  (2,065)  (211,112)
Net cash used in investing activities  (2,065)  (1,150,516)
         
 Cash flows from financing activities        
 Proceeds from issuance of common stock and exercise of warrants  -   1,473,827 
 Proceeds from PPP loan and SBAD loans  57,417     
 Change in debt, net  -   (238,309)
 Net cash provided by financing activities  57,417   1,235,518 
         
Effect of exchange rate changes on cash  5,979   50,075 
         
Net change in cash  (57,539)  (234,347)
Cash        
Beginning of the period  421,909   1,230,012 
End of the period $364,370  $995,665 
         
Supplementary disclosure of cash flows information        
 Cash paid during the period for:        
Interest paid $-  $191,309 

See accompanying notes to consolidated condensed financial statements.statements (unaudited).

7

Notes to Consolidated Financial Statements

December 31, 2017

2020

(Unaudited)

1.Organization and the Nature of Business

1. DESCRIPTION OF BUSINESS

TripBorn, Inc. (“TripBorn” or the “Company”) is a business to business online travel agency (“OTA”) that offers travel reservations,related travel servicesan Financial technology and products, and a payment services product to travel agents in India through its proprietary internet-based platform at www.tripborn.com. TripBorneCommerce aggregator company. An aggregator model is a holding company that was incorporated in Delaware in January 2010form of eCommerce whereby our website, www.tripborn.comaggregates information from various travel and operated ashospitality vendors and presents them to users on a shell company with nominal or no assets or operations until December 2015 when it acquired substantially all of the outstanding common stock of its operating subsidiary,single platform, to ease, facilitate, coordinate, and effectuate consumer travel and hospitality needs. Our eCommerce Aggregator business segment operates through Sunalpha Green Technologies Private Limited (“Sunalpha”)., a wholly owned subsidiary which operates out of India, primarily providing services to small business or agents.

The unaudited consolidated financial statements include the accounts and transactions of the Company; its wholly owned subsidiary, Sunalpha; All significant inter-company accounts and transactions are eliminated in consolidation.

Acquisitions & Deconsolidation of PRAMA

On April 22, 2019, the Company acquired a 51% equity interest in PRAMA for $2,137,143, consisting of $1,400,000 in cash and the issuance of 2,632,653 shares of common stock of the Company valued at $737,143 or approximately $0.28 per share. The acquisition of PRAMA was treated as a business combination under U.S. GAAP during the first quarter of year 2019. In accordance with Share Purchase Agreement that was executed by the Company with PRAMA, the Company was required to contribute approximately USD 1,330,000 equivalent to INR 10,00,00,000/- which was not subscribed by Company due to change in business conditions in India and Company realigning its India and global businesses and their direction and geographies.

Hence, On January 01, 2020, it was commercially agreed between Company and PRAMA that for a foreseeable future PRAMA shall continue to be controlled by its founders and management team in India. The Company shall neither have control nor influence over the business and operating decision of PRAMA and/or its subsidiaries companies effective from January 01, 2020. The Company has selectedexperienced significant delay to finalize and document realignment of control due to COVID-19 pandemic. The Company has signed the Realignment of Control agreement with PRAMA on August 31, 2021, with effective date of January 1, 2020, for realignment of control of PRAMA and PRAMA businesses.

As a result of Realignment of Control Agreement with PRAMA whereby the Company no longer has the power to govern the financial and operating policies of PRAMA due to the loss of power to cast its votes at meetings of the Board of Directors other than in tandem with founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The Company did not receive any consideration in the deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA has a fair value of $0 as of January 1, 2020.

2. LIQUIDITY AND GOING CONCERN

Management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.    Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

8

The Company has incurred net losses from operations since inception. The net loss for the nine-month period ended December 31, 2020, was $257,067 and the accumulated deficit was $8,422,453 as of December 31, 2020. The cash and cash equivalents and the current portion of loans and convertible notes due to third parties were $364,370 and $0, respectively, as of December 31, 2020. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

The Company has incurred net losses from operations since inception. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

Beginning in December 2019, China, experienced an outbreak of a highly infectious form of a respiratory infection caused by a novel Coronavirus. The disease caused by the novel Coronavirus was later termed Covid-19. On March 11, 2020, the World Health Organization declared the Coronavirus outbreak a global pandemic. India reported its first Covid-19 infection in the city of Thrissur, in the State of Kerala, India on January 30, 2020, and the first case fatality on March 10, 2020, in the state of Karnataka, India. On March 25, 2020, India’s Prime Minister Narendra Modi announced a 21-day nationwide lockdown in response to the Covid-19 pandemic. To comply with the Indian lockdown, the Company closed all of its hotel operations, which impacts the Hospitality segment. Also as a result of the Indian lockdown, the Indian government temporarily suspended flights, trains and buses which impacts the e-Commerce Aggregator segment. On June 1, 2020, India partially lifted its lockdown, however the Hospitality and e-Commerce Aggregator segments are still materially adversely impacted by Covid-19. As of the date of filing this Form 10-K, hotels, flights, trains, and buses are operating to varying degrees by region.

The pandemic did have a material adverse effect to the Company’s Indian operations, vendors, customers, lessors and employees’ health, balance sheet, liquidity, statement of operations and future prospects for the year ended March 31, 2020, and onwards. As of today’s date, management is in the process of implementing various cost reduction efforts to conserve cash and liquidity, including reducing staffing levels and potentially closing certain hotels permanently, but has not reached fixed conclusions.

The Company will require additional capital and may also require additional financing from related or third parties in the event that operations do not generate the expected revenues, or a recurrence of Covid-19 were to cause another suspension of operations. Such additional capital or financing may not be available on favorable terms, or at all. Due to these factors, substantial doubt exists about the Company’s ability to continue as a going concern through twelve months after the date that the financial statements are issued. If the Company does not obtain sufficient funds when needed, the Company expects it would reduce its fiscaloperating expenses and defer vendor payments, including closure of certain operations and or disposals of assets Management is working on the plan for the business restructuring to ensure the liquidity for the operations and has realigned its focus and strategy on the ecommerce business. Management has taken the steps to reduces the losses significantly by cutting the cost and manpower. Management and existing stockholder plan to support the company in its operational expenses and working capital.

The financial statements for the year end.ended March 31, 2020, recorded impairments to goodwill, intangible assets, fixed assets to reflect the impact of COVID-19.

The Company has incurred net losses from operations since inception. The net loss for the quarter ended December 31, 2020, was $38,546 and the accumulated deficit was $8,422,453 as of December 31, 2020. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity.

9
TripBorn was known as PinstripesNYC, Inc. until January 2016. TripBorn filed reports as PinstripesNYC, Inc.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited consolidated condensed financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission under("SEC") and include the Securities Exchange Actaccounts of 1934, as amended (“Exchange Act”) from August 2010 until it terminated its registration under the Exchange Act in May 2013.

On December 14, 2015, the Company acquired alland its subsidiaries. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. “GAAP”. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the outstanding shares of Sunalpha,Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which was incorporated underinclude only normal recurring adjustments, necessary for the lawsfair presentation of the RepublicCompany’s financial position, results of India on November 4, 2010. operations and cash flows for the periods and dates presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period primarily because of seasonal and other short-term variations.

The transactionaccompanying condensed consolidated balance sheet as of December 31, 2020 was accounted forderived from the audited financial statements as a reverse recapitalization. Sunalpha wasof that date, but does not include all the acquirer for financial reporting purposes,information and TripBorn was the acquired company.

2.Summary of Significant Accounting Policies
Accounting Policies
footnotes required by U.S. GAAP. These financial statements are prepared onshould be read in conjunction with the accrual basisconsolidated financial statements and related notes included in Form 10-K for the year ended March 31, 2020.

Use of accountingEstimates

The preparation of financial statements in conformity with accounting principles generally acceptedU.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the United Statesfinancial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of America (“US GAAP”)which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as detailedof the date of the financial statements. Accordingly, actual results may differ from estimated amounts.

 Our significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software and income taxes. 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 an impairment charge. The Company has not recognized an impairment charge for the quarter ended December 31, 2020.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board’sBoard (“FASB”) Accounting Standards Codificationissued ASU 2014-09, Revenue from Contracts with Customers (“ASC”Topic 606”).

Basis: Topic 606 which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of Presentation
The acquisition of all ofTopic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 was accountedconsideration that is expected to be received for asthose goods or services. Topic 606 defines a reverse recapitalization. Sunalpha wasfive-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the acquirer for financial reporting purposes, and TripBorn was the acquired company. Consequently, the assets, liabilities and results of operations thatrevenue recognition process than are reflectedrequired under existing U.S. GAAP, including identifying performance obligations in the Company’s consolidated financial statementscontract, 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 December 14, 2015method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018.

10

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 are those of Sunalpha and are recorded usingprice, (iv) allocate 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 upprice to the day priorperformance 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 closingcustomer. 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 andprice that is allocated to the assets, liabilities and results of operationsrespective performance obligation when (or as) the performance obligation is satisfied.

The following is a description of the Company and SunalphaCompany’s principal activities, separated by reportable segments, from and after the closing of the transaction on December 14, 2015. All significant related party accounts and transactions betweenwhich the Company generates its revenue.

eCommerce Aggregator revenues:

Air, Rail and Sunalpha have been eliminated upon consolidation.

Revenue Recognition
The Company provides travel products and services 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 to the customer. This is generally the case: (1) on the date of issuance for the sale of airline tickets, (2) on the date of check in for hotel booking business and (3) on the date of departure for vacation packages.
Revenue from the sale of airline tickets is recognized as an agentBus Ticketing. Recognized on a net commission earned basis whenupon transfer of control of promised services in an amount which we are entitled to in exchange for the Company does not assume any performance obligation followingservice.

Vacation Packages. Recognized on a gross basis, upon transfer of control of promised services in an amount which we are entitled to in exchange for the confirmation of the issuance of an airline ticket to the customer. In instances where the Company has procured coupons for airline tickets in advance for an anticipated future demand from customersservice.

Other Revenue. Primarily comprising visa processing fees, money transfer, 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 airlinespre-and post-paid expenses 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 hotel rooms for an anticipated future demand from customers and assumes the risk for unused hotel rooms, revenue from the sale of such hotel rooms is accounted for on the gross basis. Performance linked incentives from hotel bookings are recognized as income on achievement of performance obligations.
Revenue from vacation packages, including income from 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 Company bears the risks and responsibilities, including the responsibility for delivery of services.

Revenue from our payment services product 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 money transfer.

Revenue from other sources, primarily comprising revenue from rail and bus ticket reservations is recognized asafter the services are performed. Revenue from 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 tickets are cancelled, 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 with 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.
Revenues

Cost of revenue is the amount paid or accrued to procureagainst 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

Other operating expenses

Other operating expenses includes Selling, general and administrative expenses, Legal and consulting expenses and Depreciation and amortization.

Selling, general and administrative expenses include, costsdirect operating expenses, general and administrative expenses such as advertising and business promotion costs, utilities, rent, payroll, and consultants fees and charges, which are recognized on an accrual basis.

Legal and consulting expenses 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 US GAAP 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.

Cash and Cash Equivalents

The Company considers all highly-liquid investments (including money market funds)highly liquid debt instruments with an original maturity at acquisition of three months or less, to be cash equivalents. The Company maintains its cash balances in both USbank accounts in the U.S. and Indian financial institutions.  At December 31, 2017 and 2016, depositsIndia, which at US financial institutions that exceededtimes may not be covered by, or exceed the Federalcoverage limit of the Deposit Insurance Company (“FDIC”) $250,000 insured limits were $758,380 and $0, respectively. BankCredit Guarantee Corporation of America’s credit rating is closely monitored by the Company and theIndia. The Company does not believe it’s uninsured deposits at Bank of America constitutes anythat this results in significant credit risk.


Sunalpha has nine accounts denominated in Indian Rupees. As of December 31, 20172020, and 2016,March 31, 2020, the cash balance in financial institutions in India was USD $313,621$309,949 and $91,628, $421,909, respectively. The transactions are undertaken in Indian Rupees and requires a 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.

11

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.

Accounts receivable are stated at the amount billedmanagement 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 customer. Customer account balances with invoices exceeding credit terms are considered delinquent. PaymentsCompany's estimate of potential losses inherent in accounts receivable are allocatedbalances, based on historical loss and known factors impacting its customers. The Company does not accrue interest on past due receivables.

The Company performs periodic analyses of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to specific invoices identifiedbe adjusted based on currently available evidence such as historical collection experience, current economic trends and changes in customer payment terms. In accordance with the customer’s remittance advice or,Company’s policy, if unspecified, are applied to the earliest unpaid invoices.

collection efforts have been pursued and all reasonable and contractually available avenues for collections exhausted, accounts receivable would be written off as uncollectible.

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.

Intangible Assets

Intangible assets with indefinite useful lives consist exclusively of trademarks and are tested for impairment at least annually. annually, or whenever events or indicators of impairment occur between annual impairment tests. Management expects to use the trademarks indefinitely.

Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives. Intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

The fair value of the trade names is determined using a discounted cash flow analysis based on the relief-from-royalty approach.  The relief-from-royalty approach is an income approach that utilizes certain market information by reference to the amount of royalty income we could generate if the trade names were licensed, in an arm’s length transaction, to a third party.  Based on a comparison of our trade names to the guideline transactions, including an assessment of industry conditions, the age of the trademark/trade name, degree of consumer recognition and life cycle of the brand, a reasonable royalty rate is estimated for the trade names. The principal factors used in the discounted cash flow analysis requiring judgment are the projected net sales, discount rate, royalty rate and terminal value assumptions.

Impairment of 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. 

Business Combinations

When acquiring other businesses or participating in mergers or joint ventures in which we are deemed to be the acquirer, we generally recognize identifiable assets acquired, liabilities assumed and any noncontrolling interests at their acquisition date fair values, and separately from any goodwill that may be required to be recognized.  Goodwill, when recognizable, would be measured as the excess amount of any consideration transferred, which is generally measured at fair value, over the acquisition date fair values of the identifiable assets acquired and liabilities assumed.

On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recorded at their fair values. The acquiree's results of operations are also included in our consolidated results as of the date of acquisition. Intangible assets that arise from contractual/legal rights or are capable of being separated are measured and recorded at fair value and amortized over the estimated useful life.

12
Concentration

Accounting for such transactions requires us to make significant assumptions and estimates. These include, among others, any estimates or assumptions that may be made for the amounts of Credit Risk

Financial instruments which potentially subjectfuture cash flows that will result from any identified intangible assets, the useful lives of such intangible assets, the amount of any contingent liabilities, including contingent consideration, to record at the time of the acquisition and the fair values of any tangible assets acquired and liabilities assumed. Although we believe any estimates and assumptions, we make to be reasonable and appropriate at the time they are made, unanticipated events and circumstances may arise that affect their accuracy, causing actual results to differ from those estimated by us.

Foreign Currency Translation

The functional currency of the Company and the currency of the primary economic environment in which it operates is the Indian Rupee. Monetary assets and liabilities in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing at the balance sheet dates. Transactions in foreign currencies are re-measured into functional currency at the rates of exchange prevailing on the date of the transaction. All transaction foreign exchange gains and losses are recorded in the accompanying unaudited consolidated condensed statements of operations.

The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet dates. Revenues and expenses are translated into U.S. dollars at average exchange rates in effect for the periods presented. Resulting translation adjustments are included in accumulated other comprehensive income (loss) within stockholders’ equity (deficit).

Earnings and loss per share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to concentrationscommon stockholders by the weighted average common shares outstanding for the period. 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.

Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. Potentially dilutive common shares may consist of credit risk consist primarilyincremental shares issuable upon the exercise of cashstock options and cash equivalentswarrants and accounts receivable.


the conversion of notes payable to common stock. The Company maintains its cash in bank deposit accounts, which arecomputation of diluted earnings per share does not insured.assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect. The Company has not experienced any lossesoutstanding convertible debt and outstanding warrants which have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive.

Promotion and Advertising expenses

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 such accounts. the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., newspaper, short message service (“SMS”) or email campaign) as incurred each time the advertisement or promotion is performed. The Promotion and Advertising expense was $0 for the quarter ended December 31, 2020.

Stock-Based Compensation

The Company believes that it is not exposedaccounts for stock-based awards to any significant credit riskemployees and consultants in accordance with applicable accounting principles, which requires compensation expense related to its cash holdings.

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 the stock options over the instruments vesting period. Options awarded to purchase shares of common stock issued to non-employees do not need to be remeasured as per ASU 2018-07 principles. Stock based compensation is recorded in Legal and Consulting expenses in our Statement of Operations.

13

Income Taxes

The Company accounts for income taxes under the asset and liability method, in accordance with FASB ASC 740, Accounting for Income Taxes. Deferredwhich requires the recognition of deferred tax assets and liabilities are recognized for the expected future tax consequences attributable toof events that have been included in the financial statements. Under this method, the Company has determined the deferred tax assets and liabilities based on the differences between the financial statement carrying amountsand tax basis of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measuredby using the enacted tax rates expected to apply to taxable income in effect for the yearsyear in which those temporarythe differences are expected to be recovered or settled.reverse. The effect of a change in tax rates on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


The Company recordsrecognizes deferred tax assets to the estimated future tax effects of temporary differences between tax bases ofextent that it believes that these assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting.


US GAAP requires the Company’s management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that 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 results of operations. If the Company determines that it would not be sustained upon examination byable to realize our deferred tax assets in the Internal Revenue Service. future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company has concluded that as of December 31, 2017 and 2016 there are no materialrecords uncertain tax positions taken or expectedin accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it  recognizes the amount of tax benefit that is more than 50 percent likely to be taken that would require recognition of a liability or asset or disclosure inrealized upon ultimate settlement with the financial statements.  related tax authority.

Non Income Taxes

The Company is subject to routine audits by taxing jurisdictions; however, there are currently no auditsIndia Goods and Services Tax and other local duties and non-income taxes on its transactions in India. The Company collects such taxes from customers, and pays such taxes on applicable supplies and inputs, and remits the net amounts to the respective local tax authorities on an accrual basis.

Related Parties

The Company follows FASB ASC subtopic 850-10 for any tax periods in progress. The Company’s management believes thatthe identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Company’s income tax returnsrelated parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the last three years remain subjectbenefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to examination basedan extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

On April 1, 2019 the Company adopted ASU No. 2016-2, Leases (Topic 842) (ASU 2016-2), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets on normal statutory periods subject to audits, notwithstanding any events or circumstances that may exist which could expand the open period.

Foreign Currency Translation
The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expensesto provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional, optional transition method with which to adopt the new leases standard. This additional transition method allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, rather than in the earliest period presented in the financial statements, as originally required by ASU 2016-2.

14

Adoption of the standard did not result in adjustment to our prior period Balance Sheets, Statements of Operations or Statements of Cash Flows. When we adopted ASU 2016-02, we applied the package of practical expedients allowed by the standard, and therefore, we did not reassess: a) Whether any expired or existing contracts are translated at average rates in effector contain leases under the new definition; b) The lease classification for any expired or existing leases; or c) Whether previously capitalized costs continue to qualify as initial direct costs.

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 rules will be effective for the periods presented. The cumulative translation adjustment is includedCompany in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).

3.Change in Control Transaction
On December 8, 2015,first quarter of 2021. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact to the Company issued 71,428,570 shares of common stockCompany's financial statements but does believe it is expected to Arna Global LLC (“Arna”) for cash consideration of $95,500. Arna is wholly-owned by Deepak Sharma,have a minimal impact on the Company’s Presidentfinancial statements and Chief Executive Officerrelated disclosures.

New Accounting Pronouncements Not Yet Adopted

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a director. The Company accountedmaterial impact on the Company's present or future consolidated condensed financial statements.

4. CUSTOMER CONCENTRATION

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. There was no significant revenue and receivable concentrations for the change in control transaction with Arna usingthree and six months ended December 31, 2020, for 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 was 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 was accounted for as a reverse recapitalization. Sunalpha was the acquirer for financial reporting purposes, and TripBorn was the acquired company. Consequently, the assets, liabilities and results of operations that are reflectedcompany’s eCommerce Aggregation business. Changes in the relationship with these customers could materially and adversely affect the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalphaperformance 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 (1) increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 and (2) change its name from PinstripesNYC. Inc. to TripBorn, Inc.
6.Property and Equipment
going concern status.

5. PROPERTY AND EQUIPMENT, NET

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

  December 31, 2017  March 31, 2017 
Computer $13,258  $20,782 
Furniture and Fixture  4,139   4,138 
Office Equipment  6,537   5,768 
Software License  768   244 
Total  24,702   30,933 
Accumulated depreciation  (13,060)  (17,697)
Fixed assets, net $11,642  $13,236 
2020.

  December 31, 2020  March 31, 2020 
 Furniture, fixtures and fittings $35,866  $33,802 
 Leasehold improvements  -   - 
 Plant and machinery  -   - 
 Construction in process  -   - 
Total  35,866   33,802 
Accumulated depreciation  (25,920)  (23,746)
Fixed assets, net $9,946  $10,056 

Depreciation expense for the quartersthree and nine months ended December 31, 20172020, was $644 and 2016 is $930,$2,174, respectively. Depreciation expense for the three and $2,309, respectively.

7.Intangible Assets
nine months ended December 31, 2019, was $70,371 and $188,505, respectively.

6. INTANGIBLE ASSETS

Intangible assets with definite lives consist of the following as of December 31 and March 31, 2017:

  December 31, 2017  March 31, 2017 
API Access $132,399  $129,876 
Software  1,651,000   1,651,000 
Total  1,783,399   1,780,876 
Accumulated amortization  (509,514)  (217,654)
Intangible assets, net $1,273,885  $1,563,222 
2020: 

  December 31, 2020  March 31, 2020 
Software and software access agreement $880,770  $880,770 
Customer relationships  -   - 
Total  880,770   880,770 
Accumulated amortization  (866,384)  (855,770)
Intangible assets with definite lives, net $14,386  $25,000 

Amortization expense for the quartersthree and nine months ended December 31, 20172020, was $3,538 and 2016 was $86,618 and $49,500,$10,614 respectively.


Estimated amortization Amortization expense for the yearsthree and nine months ended MarchDecember 31, 2018 – 2022:2019, was $70,916 and $223,939 respectively. The Company has no impairment charge for definite lived intangible assets for the above periods.

15
Years ended March 31 2018  2019  2020  2021  2022 
Estimated amortization expense $256,946  $342,594  $342,594  $342,594  $116,644 

Intangible assets consist

7. AMOUNTS DUE TO AND FROM RELATED PARTIES

The amounts due to related party balance from the consolidated balance sheet of Application Programming Interface (API) access$1,598 as of December 31, 2020. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with major travel companiesrelated parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

8. LOANS WITH THIRD PARTIES

The Company received a federal Economic Injury Disaster Loan (‘EIDL’) from the SBA in May 2020, of $10,417, which is a grant and qualifies for full forgiveness and in May 2020, of $47,000 which is a customized online transaction platform called Travelcordloan for usea period of 30 years. Interest has been accrued at 3.75% p.a. on the Company’s website, www.tripborn.com. Application Programming Interface components$47,000 of EIDL. The first installment of the loan is due in March 2022.

Interest of $217.66, accrued for the period ended June 30, 2020, is shown under current portion of long-term loan.

Loan payable as on December 31,

Years   Amount 
2021 $0 
2022  2612 
2023  2612 
2024  2612 
2025  2612 
And thereafter  36,552 
Total loan payable  47,000 

9. LOANS WITH RELATED PARTIES

Loans and borrowings with related parties 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,discussed below:

  As of 
  December 31, 2020  March 31, 2020 
Current liabilities:      
Convertible note with Takniki Communications, Inc $695,000  $695,000 
  $695,000  $695,000 

On December 31, 2016, 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 ofissued a convertible promissory note. The Travelcord software was recognized as an intangible asset at historical cost pursuantnote 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-ownedInc, an affiliate owned by Sachin Mandloi, our Vice President and a director, Sachin Mandloitotaling $695,000. This note was issued pursuant to a Software Development Agreement dated January 26, 2015.


On September 23, 2016, we entered into a software development agreement withbetween 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.
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 servicesInc and the amount collected while sellingCompany to finance the services is remitted to taxing authorities ("tax recovery charge"). Asupgrade of December 31, 2017, the Companyour Travelcord operating software.  The note has a balance with the tax authority to offset future service tax dues.
9.Related Party Transactions
i.Convertible Notes
Deepak Sharma, the Company’s President and Chief Executive Officer and a director, loaned 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 and unpaid interest thereon becomes due and payable on March 7, 2019. 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 March 7, 2019, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock (the “Sharma Note Shares”). If the Uplist Transaction does not occur prior to March 7, 2019, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the Sharma 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 Sharma 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.  The current amount of principal and interest outstanding on this note at December 31, 2017 is $186,494.

Sachin Mandloi, the Company’s Vice President and a director, 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 March 7, 2019, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock (the “Mandloi Note Shares”). If the Uplist Transaction does not occur prior to March 7, 2019, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the Mandloi 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 Mandloi 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.  The current amount of principal and interest outstanding on this note at December 31, 2017 is $45,401.

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 March 7, 2019, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock (the “Arna Note Shares”). If the Uplist Transaction does not occur prior to the March 7, 2019, Arna will have the option to receive full payment of the outstanding principal balance or the Arna 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 Arna 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.  The current amount of principal and interest outstanding on this note at December 31, 2017 is $1,139,903.
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 datematuration of December 31, 2019 and bearingbears interest at athe rate of 10%.ten percent payable at maturity. The principal amount of this note is convertible into 10,303,070 shares of ourthe Company’s common stock at the noteholder’s option at maturity.  In the event that the Company completes an Uplist Transaction prior to December 31, 2019, the outstanding principal balance of the note will automatically convert into 10,303,070 shares of common stock (the “Takniki Note Shares”). If the Uplist Transaction does not occur prior to December 31, 2019, Takniki Communications will have the option to receive full payment of the outstanding principal balance or the Takniki Note Shares, each together with accrued unpaid interest paid in cash. Takniki Communications also will have the option to receive full payment of the outstanding principal or the Takniki 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.  The current amount of principal and interest outstanding on this note at December 31, 2017 is $766,769.

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 such period as the Company’s President and Managing Director maintains a deposit at IndusInd Bank Ltd.
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 accrued at the rate of 6% per annum. In the event that the Company completed an Uplist Transaction, prior to February 8, 2019, the outstanding principal balance of the note would automatically convert into a total of 9,156,206 shares of common stock (the “February 2016 Note Shares”). If the Uplist Transaction did not occur prior to February 8, 2019, the noteholders would have had the option to receive full payment of the outstanding principal balance or the February 2016 Note Shares, each together with accrued unpaid interest paid in cash. The noteholders also had the option to receive full payment of the outstanding principal or the February 2016 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 the note purchase agreement dated February 8, 2016. Interest accrued at the rate of 6% per annum. In the event that the Company completed an Uplist Transaction, prior to July 1, 2019, the outstanding principal balance of the note would automatically convert into a total of 3,924,088 shares of common stock (the “July 2016 Note Shares”). If the Uplist Transaction did not occur prior to July 1, 2019, the noteholder would have had the option to receive full payment of the outstanding principal balance or the July 2016 Note Shares, each together with accrued unpaid interest paid in cash. The noteholder also had the option to receive full payment of the outstanding principal or the July 2016 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 14, 2017, the Company entered into a letter agreement (the “Letter Agreement”) with the three accredited investors to amend their convertible promissory notes dated February 8, 2016 and July 1, 2016. The Letter Agreement permitted that at any time while the notes were outstanding, the notes were convertible, at the option of the investors, into shares of the Company’s common stock.  Subsequently, on July 15 and 16, 2017, the investors elected to convert an aggregate of $500,000 of convertible debt into 13,080,292 shares of the Company’s common stock. Accrued and unpaid interest of $42,372 will be paid to the investors. 

11.Income Tax

10. INCOME TAX 

US taxes

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. The deferred tax assets at December 31, 2017 and March 31, 2017 were $469,032 and $226,331, respectively.

The Company files its income tax returns on a fiscal year basis.

16

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 and various State jurisdictions. Sunalpha filesand PRAMA file tax returns in India.India and due to losses, no tax liability or deferred tax asset, net of valuation allowance, is recorded. The Company is generally subject to U.S. Federal, State and local examinations by tax authorities for the past three years.
12.New Accounting Pronouncements

i.          In May 2014,taxable losses

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 Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("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 US 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.



ii.          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 (9) 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 the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.

iii.          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 and disclosing key information about leasing arrangements. ASU 2016-02 creates a new ASC 842 "Leases" to replace the previous ASC 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to the previous model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09. 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 does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
iv          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 fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, 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 the adoption of this guidance will have a material impact on its consolidated financial statements.


vIn 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 Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.


13.Net Income (Loss) Per Share
A reconciliation of net loss and weighted average number of outstanding common shares used in computingduring 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 $695,000 which converts into 10,660,213 of the Company’s common stock, which may cause diluted earnings per share. Since the Company has only incurred losses, basic and diluted net incomeloss per share is the same as follows:

 
Third Quarter Ended
December 31,
 
Nine Months Ended
December 31,
 2017
 
2016
 
 
2017
 
2016
Basic net income (loss) per share:     
Net income (loss) applicable to common shares$(246,719)$(127,361) $(610,715)$(437,920)
Weighted average common shares outstanding89,840,09976,816,272 89,840,09976,816,272
Basic net income (loss) per share of common stock$(0.00)$(0.00) $(0.01)$(0.01)
      
Diluted net income (loss) per share:     
Net income (loss) applicable to common shares$(246,719)$(127,361) $(610,715)$(437,920)
Weighted average common shares outstanding89,840,09976,816,272 89,840,09976,816,272
Dilutive effects of convertible debt$(0.00)$(0.00) $(0.01)$(0.01)
Weighted average common shares, assuming
dilutive effect of convertible debt
89,840,09976,816,272 89,840,099
 
76,816,272
Diluted net income (loss) per share of common
stock
$(0.00)$(0.00) $(0.01)
 
$(0.01)

potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive.

The Company has not issued any shares or warrants during quarter ended December 31, 2020.

  Quarter Ended 
  December 31, 2020  December 31, 2019 
Basic net loss per share:      
       
Net loss attributable to TripBorn, Inc. $(38,546) $(345,510)
Weighted average common shares outstanding  132,932,159   119,338,047 
Basic net loss per share attributable to TripBorn Inc. common stockholders $(0.00) $(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.

14.Commitments

12. COMMITMENTS AND CONTINGENCIES

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, 2016,2020, the Company renewed its agreement with the IRCTC and paid an annual maintenance fee of $8,600$15,733 based on the number of active railway agents it has enrolled to book rail tickets. The Company has subsequently renewed its agreement through October 5, 2018.

Until December 8, 2015, the Company shared office space with Maxim Group LLC. The majority member of Maxim Group LLC is the sole stockholder of Maxim Kelyfos, LLC, which owned 93% of the Company’s common stock outstanding prior to the acquisition of Sunalpha by the Company.

Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space in Ahmedabad, India, owned by a directorthe CEO of the Company on a rent-free basis. As

13. BUSINESS SEGMENTS 

Prior to deconsolidation of PRAMA, a hospitality company, the Company was two segment company. Following, the deconsolidation of PRAMA business, the Company’s chief operating decision maker changed the information he receives to manage, assess, operate the business and to allocate capital. Accordingly, the Company changed its operating segments to comprise only eCommerce aggregation services.

17

The Company management currently do not separate its business in any operating segments and all net revenues are derived from transactions with third party customers, there are no inter-segment revenues. All of the net revenue is derived from operations in India, substantially all of the expenses are borne in India, with certain expenses borne in the US.

The Company measures segment performance based on loss from continuing operations. Summarized financial information concerning each of the Company's reportable segments is as follows:

  Three months ended December 31, 2020 
  eCommerce Aggregator  Hospitality  Intersegment
elimination
  Consolidated total 
Segment results and total assets            
Net revenue $114,988  $-  $-  $114,988 
                 
Cost of revenues  (80,055)  -   -   (80,055)
Operating expenses  (73,040)  -       (73,040)
Loss from operations, before other expense,
net
  (38,107)  -  $-   (38,107)
Other expense, net  (439)  -   -   (439)
Net loss $(38,546) $-  $-  $(38,546)

  Nine months ended December 31, 2020 
  eCommerce Aggregator  Hospitality  Intersegment
elimination
  Consolidated total 
Segment results and total assets            
Net revenue $264,115  $-  $-  $264,115 
                 
Cost of revenues  (173,340)  -   -   (173,340)
Operating expenses  (317,861)  -       (317,861)
Loss from operations, before other expense,
net
  (227,086)  -  $-   (227,086)
Other expense, net  (29,981)  -   -   (29,981)
Net loss $(257,067) $-  $-  $(257,067)
Total assets $744,577  $-  $-  $744,577 

During the quarter ended December 31, 2017 and 2016,2020, the Company has not paid any rentderived 100% of its revenue from eCommerce Aggregation compared to 92% and 8% of its revenue from its Hospitality and eCommerce Aggregation segments, respectively for this office space. The Company is expected to pay market rate rent once the Company is profitable.quarter ended December 31, 2019.

16. SUBSEQUENT EVENTS 

None.

18
The Company has leased office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations of the Company are being undertaken from the new premises. The Company pays monthly rent in an amount equal to $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 the Company’s Chief Financial Officer. The Company compensates LogiCore for Mr. Shaw’s time at an annual rate of $60,000. 




ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Introduction

In the accompanying analysis of financial information, we sometimes use information derived from consolidated unaudited financial data but not presented in our financial statements prepared in accordance with U.S. GAAP. Certain of these data are considered “non-GAAP financial measures” under SEC rules. See the Non-GAAP Financial Measures section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures. Certain columns and rows within the tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers. Discussions throughout this Management Discussion & Analysis (“MD&A”) are based on continuing operations unless otherwise noted. The Management Discussion and Analysis should be read in conjunction with the unaudited consolidated condensed financial statements and notes to the unaudited consolidated condensed financial statements.

Promoters

The promoters and founders of the Company are Deepak Sharma, president and CEO / CFO and Sachin Mandloi, vice president and director. Transactions with the promoters are disclosed in the financial statements.

Forward-Looking Statements


This QuarterlyAnnual Report on Form 10-Q contains “forward-looking statements”forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; anyincluded in this report, including, without limitation, statements regarding the adequacy, availabilityour financial position, business strategy and sources of capital, any statements of theother plans strategies and objectives of management for our future operations; anyoperations, are forward-looking statements. These statements concerning proposed new products, services or developments; anyinclude declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the wordsby terminology such as “may,” “will,” “estimate,“should, “could”, “intend,” “continue,“consider,” “expect,” “plan,” “anticipate,” “believe,” “expect,“estimate,“plan”“predict” or “anticipate” and“continue” or the negative of such terms or other similar words. In additioncomparable terminology. Forward-looking statements by their nature address matters that are, to any assumptions and otherdifferent degrees, uncertain. Our business has been undergoing substantial change, which has magnified such uncertainties. Readers should bear these factors and matters referred to specifically in connection with suchmind when considering forward-looking statements and should not place undue reliance on such statements. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. In the past, actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could cause actual results or outcomes to differ materially from those containedinclude, but are not limited to, the risks discussed in forward-looking statements include those factors set forth in this Quarterly Report, particularly under the headings, “Risk Factors” and the following:

·adverse effects on our business because of regulatory investigations, litigation, cease and desist orders or settlements;
·our ability to comply with the terms of our settlements;
·increased regulatory scrutiny and media attention;
·any adverse developments in existing legal proceedings or the initiation of new legal proceedings;
·our ability to effectively manage our regulatory and contractual compliance obligations;
·the adequacy of our financial resources, including our sources of liquidity and ability to sell, fund and recover advances, repay borrowings and comply with the terms of our debt agreements, including the financial and other covenants contained in them;
·our ability to interpret correctly and comply with liquidity, net worth and other financial and other requirements of regulators as well as those set forth in our debt and other agreements;
·our ability to invest available funds at adequate risk-adjusted returns;
·uncertainty regarding regulatory restrictions on our ability to repurchase our own stock;
·volatility in our stock price;
·our ability to contain and reduce our operating costs;
·our ability to successfully modify delinquent loans, manage foreclosures and sell foreclosed properties;
·uncertainty related to legislation, regulations, regulatory agency actions, regulatory examinations, government programs and policies, industry initiatives and evolving best servicing practices;
·the loss of the services of our senior managers and our ability to execute effective chief executive and chief financial officer leadership transitions;
·uncertainty related to general economic and market conditions, delinquency rates, home prices and disposition timelines on foreclosed properties;

19

·uncertainty related to our ability to continue to collect certain expedited payment or convenience fees and potential liability for charging such fees;
·uncertainty related to our reserves, valuations, provisions and anticipated realization of assets;
·uncertainty related to the ability of third-party obligors and financing sources to fund servicing advances on a timely basis on loans serviced by us;
·uncertainty related to the ability of our technology vendors to adequately maintain and support our systems, including our servicing systems, loan originations and financial reporting systems;
·our ability to effectively manage our exposure to interest rate changes and foreign exchange fluctuations;
·our ability to meet capital requirements established by, or agreed with, regulators or counterparties;
·our ability to protect and maintain our technology systems and our ability to adapt such systems for future operating environments; and
·uncertainty related to the political or economic stability of the United States and of the foreign countries in which we have operations; and
·our ability to maintain positive relationships with our large shareholders and obtain their support for management proposals requiring shareholder approval.

Further information on the risks specific to our business is detailed within this report, including under “Risk Factors.” Forward-looking statements speak only as of the date they were made, and we disclaim any obligation to update or revise forward-looking statements whether because of new information, future events or otherwise.

COVID-19

COVID-19 has had an unprecedented impact on the travel industry and the Company. As the virus and efforts to contain it spread around the world, demand for Airlines, Railway and travel services have decreased significantly due to series of state wide lock-downs and travel restrictions across India. Our hospitality sector is also impacted and at our hotels occupancy dropped significantly. With COVID-19 we saw sudden, sharp declines in hotel occupancy, extending throughout the period and the current date. We experienced a record decline in our eCommerce Aggregator business and for certain periods closed all of our hotels. COVID-19 continues to constrain recovery and to have a significant negative impact on demand. COVID-19 also resulted in significantly lower new room additions than we had budgeted for 2020 and historically high levels of cancellations by group and other travelers for future periods. As a result, our revenues declined and our losses increased dramatically in 2020 compared to 2019. We continue to take measures to mitigate the negative financial and operational impacts of COVID-19 for our hotel owners and our ecommerce travel ticketing business, and we remain focused on taking care of our customer, guests and associates. We have made significant changes to our business and enhanced our liquidity position, while remaining focused on how to best position ourselves for recovery and for growth over the longer term. At the property level, we implemented plans to help our hotel owners and franchisees reduce their cash outlays and mitigate costs, and we implemented a multi-pronged platform to elevate cleanliness standards and hospitality norms for the health and safety of our guests and associates. At the corporate level, we made significant cuts in general and administrative costs and spending on capital and other investments and are continuing to develop restructuring plans to achieve cost savings specific to each of our company-operated properties. For further information about COVID-19’s impact to our business, see Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations.”

REALIGNMENT OF CONTROL

Effective January 01, 2020, the Company has entered into Realignment of control Agreement with PRAMA for realignment of control of PRAMA and subsequent reportsPRAMA businesses. As result of Realignment of Control Agreement with PRAMA whereby the Company no longer has the power to govern the financial and operating policies of PRAMA due to the loss of power to cast its votes at meetings of the Board of Directors other than in tandem with founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The Company did not receive any consideration in the deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA has a fair value of $0 as of January 1, 2020, through the current date.

Substantial doubt is deemed to exist concerning our ability to continue as a going concern

Management must evaluate whether there are conditions or events, considered in the aggregate, that we file withraise substantial doubt about the Securities and Exchange Commission (“SEC”).



Although we believeCompany’s ability to continue as a going concern within one year after the date that the expectations reflected in our forward-lookingfinancial statements are reasonable, actual results could differ materiallyissued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.    Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

20

The Company has historically incurred operating losses and experienced cash outflows from those projected or assumed. Our future financial conditionoperations and has an accumulated deficit. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

Due to COVID-19 our business is impact to great extent and has material impact on results of the Company for the three- and nine-month periods ended December 31, 2020. Management is assessing and monitoring the potential future impact of the pandemic and expects the impact to be materially adverse to its Indian operations, vendors, customers, lessors and employees’ health, but cannot presently estimate the degree and severity of the adverse impact. Management is in the process of implementing various cost reduction efforts to conserve cash and liquidity, including reducing staffing levels and restructuring of business, but has not reached fixed conclusions.

The Company will require additional capital and may also require additional financing from related or third parties in the event that operations do not generate the expected revenues, or a recurrence of Covid-19 were to cause another suspension of operations. Such additional capital or financing may not be available on favorable terms, or at all. Due to these factors, substantial doubt exists about the Company’s ability to continue as well as any forward-lookinga going concern through December 2022, which is twelve months after the date that the financial statements are subject to change and to inherent risks and uncertainties, such as those disclosed in this prospectus. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.


Notwithstandingissued. If the above, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), expressly states that the safe harbor for forward looking statements under the PSLRACompany does not applyobtain sufficient funds when needed, the Company expects it would reduce its operating expenses and defer vendor payments, including closure of certain operations and or disposals of assets. Because such contingency plans have not been finalized (because the specifics would depend on the situation at the time), such actions also are not considered probable. Because, neither receipt of future equity or loan support, nor management’s contingency plans to companiesmitigate the risk and extend cash resources through December 2022, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern.

21

Overview

The Company is an eCommerce aggregator. An aggregator model is a form of eCommerce whereby our website, www.tripborn.com aggregates, information on various travel and hospitality vendors and presents them on a single platform, to ease, facilitate, coordinate and effectuate consumer travel and hospitality needs. The eCommerce aggregator business functions as a Last Mile Commerce and Connectivity aggregator that issue penny stocks. Accordingly, the safe harbor for forward looking statements under the PSLRA is not currently availabledelivers product and services to us because we may be considered to be an issuer of penny stock.


The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 29, 2017.

Overview
We are an online travel agency, sometimes referred to as an OTA, that offers travel reservations and related travel services and products to travel agentsoffline consumers using a service agent network in India through our website, www.tripborn.com.website. Currently, we operate as a business to business, or B2B, online travel agencyLast Mile Commerce platform that serves travelbusiness agents and travel companies based in India in bookingproviding travel and financial services and products for their offline customers. Through our internet-based platform,website, our business or travel agent customersagents 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-commercefinancial services including money transfer bill payment, servicesand Micro ATM products. We serve over 4,966 travel agents in the Indian states of Gujarat, Maharashtra, Rajasthan, Karnataka and Madya Pradesh. At this time, approximately 85% of our travel agent customers are based in Gujarat, primarily in and around the city of Ahmedabad.
We are a holding company incorporated in Delaware in 2010. Deepak Sharma, our President and Chief Executive Officer and a director, formed our operating subsidiary,The eCommerce Aggregator segment operates through Sunalpha Green Technologies Private Limited under(“Sunalpha”), a wholly owned subsidiary. We have built, advanced and secure, service-oriented technology platforms, that integrate our sales, customer service and fulfillment operations. Our website is hosted in the lawscloud and is used by our B2B customers or service agents to enable them to sell our full suite of online travel services to their customers. Our technology platforms are scalable and can be augmented to handle increased traffic and complexity of products with limited additional investment, an example of which is the high traffic generated by promotional rates offered simultaneously by multiple travel operators and suppliers. Our website facilitates the requirements of the Republicgrowing Indian middle-class travel market, which is characterized by lower rates of India in 2010. Sunalpha commencedinternet penetration and digital technology, when compared to more developed countries.

The e-Commerce aggregator businesses have been materially impacted by the covid-19 pandemic. Future operations are expected to be radically different than the conditions existing as an OTA in India in February 2014.


Priorof December 31, 2020.

eCommerce Aggregator operating metrics

In evaluating our eCommerce Aggregator business, we use operating metrics, including gross bookings and revenue margin. Gross bookings are a measure of the total dollar volume of transactions that we process and is used by us to acquiring Sunalpha in December 2015, we operatedmeasure our scale and growth. We calculate revenue margin as revenue as a shell company with nominal or no assets or operations. We were knownpercentage of gross bookings.

  Quarter ended December 31, Nine months ended December 31,
  2020 2019 2020 2019
Gross Bookings1 $13,674,467 $23,415,924 $29,505,547 $60,895,156
Net revenues $114,988 $212,524 $264,115 $530,837
Revenue Margin2 0.85% 0.9% 0.9% 0.9%

1* Gross 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. Gross bookings differ from the Company’s net revenues, which reflect the revenue earned by the Company.

2* Revenue margin is defined as PinstripesNYC, Inc. until January 2016. We filed reportsNet revenues as PinstripesNYC, Inc. witha percentage of gross bookings.

Gross Bookings decreased for 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 referthree- and six-month period ended December 31, 2020, compared to the fiscalcomparable periods in 2019 due to COVID-19 pandemic. Money transfer revenues, where the Company receives a commission on the amount of money transferred, may be associated with travel booked, or independent of travel booked and reflects an increasing component of the total net revenues for the eCommerce Aggregator segment. Money transfer is a volatile and fast changing sector within India and is subject to high levels of volatility and seasonality.

22

CONSOLIDATED RESULTS OF OPERATIONS

Acquisition of PRAMA

Impact of CIVID-19

The pandemic had a material adverse impact on the Company and the Company is not profitable and is undercapitalized. There are substantial doubts over the Company’s ability to continue as a going concern.

Acquisition and Deconsolidation of PRAMA

The acquisition of PRAMA on April 22, 2019, had a material impact on the results of operations for the year ended March 31, 2018 as fiscal 2018 and2020. Accordingly, the fiscalresults for the 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 offer2020, which included the results of PRAMA until December 31, 2019. The deconsolidation of PRAMA on January 1, 2020, had a wide inventorymaterial impact on the results of travel servicesoperations for the year ended March 31, 2020. Accordingly, the results for the year ended September 30, 2020, which did not include the results of PRAMA, are not comparable. Equally, the PRAMA deconsolidation had a material impact on the liquidity 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 we will be in a position to use our established platform to offer travel services and products directly to consumers.

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 (i) commissions and incentive payments from airline suppliers for tickets booked by our travel agent customers through our distribution channels and (ii) service fees we charge our customers.

Our Services and Products
Our internet-based platform at www.tripborn.com provides participating travel agents, travel managers, arrangers and corporations with the ability to quickly search and book the services described below for their largely offline customers. Many of our arrangements with our travel service suppliers are informal and provide our counterparties with the ability to terminate or suspend the arrangements with little or no notice. Our arrangements with our travel service suppliers with respect to the terms of our sales targets, incentives, commissions and discounts often are subject to change at the discretion of our supplier and are negotiated periodically on a quarterly or yearly basis, if not more frequently. We also typically pay fees to our travel service suppliers to directly connect into their booking systems on an initial and/or ongoing basis. 
Air ticketing
Our travel agent customers can book domestic or international flights through our website. We have agreements with India’s three domestic low cost carriers. In addition, through our website, we offer our travel agents access to international air tickets to destinations worldwide as an approved agentcapital resources of the International AssociationCompany. The impact of Travel Agents, or IATA, and through our aggregators, which have agreed to provide us with access to their airline ticket inventory.
Our platform at www.tripborn.com allows our customers to search for available tickets based on their customers’ requirements. Our platform quickly processes the available inventory of our aggregators and suppliers and displays the results, including availability, schedules and prices. The prices displayed include the commission that our customers will earnPRAMA acquisition on the ticket sales.
We typically procure tickets from our supplierspost close results and sell them to our travel agent customers. We earn revenue by charging a markup or adding fees to the ticket pricebalance sheet is shown in the Company’s segmental disclosure. PRAMA’s results, scale and by charging booking fees, service charges and/or payment gateway charges for using our website. We also receive revenue from our suppliers by earning incentives and/or commissions based onoperations are significantly larger than the volume of tickets we purchase from our suppliers. We may pre-purchase blocks of air tickets from our suppliers and hold them to resell within specified time periods. If we are not able to sell these pre-purchased tickets, we recognize a loss. We also may pay in advance for air tickets to receive a discount on purchases from our suppliers. These advance payments are credited toward future air ticket sales.
Hotel reservations
We offer access to reservations with 400,000 hotels acrosseCommerce Aggregator segment. Also, the world, including hotels in India through aggregators that we have directly connected into our booking system. Our platform allows our travel agent customers to meet their customers’ needs by searching for hotel availability by location and sorting search results by star ratings and price. Our search results include photos and descriptionseffects of the hotels’ amenities. We arrange for hotel bookings for our travel agent customers by securing the booking at base rates and earn revenue by including a markup or fees on the rates billed to our travel agent customers and by charging booking fees, service charges and/or payment gateway charges for using our website. We also may earn incentives and/or commissions from our suppliers for completing bookings. In some cases, our employees may arrange for hotel bookings directly with individual hotels. In addition, we may pre-purchase blocks of reservations from our suppliers and hold them to resell within specified time periods. If we are not able to sell these reservations, we recognize a loss.
Bus ticketing
Our travel agent customers can book bus tickets on our website through an aggregator that is directly connected into our booking system. Our platform consolidates ticketing for largely unorganized regional bus services for the benefit of our travel agent customers and their customers. As a value-added service, our platform allows our travel agent customers to select specific seats by gender, which is of interest to their Indian customers.  We may also procure bus tickets offline from individual bus operators for our travel agent customers. We procure bus tickets for our travel agent customers at base rates and earn revenue by including a markup or fees on the tickets. We also earn incentives and commissions from our supplier for completing bookings.
Rail ticketing
We are a B2B Principal Agent of the Indian Railway Catering and Tourism Corporation, or IRCTC, which is a government entity that allows us to offer reservations through Indian Railways’ passenger reservation system on our webpage. Indian Railways is India’s state-owned railway, which owns and operates most of India’s rail transportation. We have integrated our system with IRCTC’s to provide a seamless booking process for our travel agent customers. According to the 2015-2016 annual report of the Ministry of Railways, Indian Railways sold 200 million tickets in 2015-2016 and carries approximately 23 million passengers daily. Rail travel is the primary mode of transportation for Indians, particularly in rural areas.
As a Principal Agent, we enroll our travel agent customers to book rail tickets for their customers through our platform. We earn revenue by collecting enrollment fees from our travel agent customers, by collecting service charges on each seat booked and by collecting payment gateway charges on the amount of the transaction. The IRCTC determines ticket prices and the maximum amount of the service charge (currently, between approximately $0.30 and $0.60 per ticket). We also may charge our travel agent customers a fee based on the percentage of the transaction value for payment gateway charges (currently, up to two percent).
Sunalpha entered into an agreement with IRCTC for a one-year term that expired in October 2016. On September 30, 2016, Sunalpha renewed its agreement with the IRCTC. The agreement will expire on October 5, 2017 and may be renewed for an additional annual termPRAMA deconsolidation impacted every significant line item in the discretionstatements of the IRCTC. operations and balance sheet.

Cash Requirements and Our Credit Facility

The IRCTC may terminateCompany does not maintain a credit or temporarily suspend the agreement without prior notice.borrowing facility. The Company has renewed its agreement with the IRCTC.

Visa processing
Through third parties, we can arrange for visa processing as an ancillary service for the customers$364,370 of our travel agent customers. We pay our suppliers for the service and collect fees from our travel agent customers.
Vacation packages
Our travel agent customers can search our platform for available vacation packages or submit inquiries regarding their customers’ preferences to be fulfilled by us and/or our third-party suppliers. Our call center also is available to our travel agent customers to facilitate these requests. We arrange for vacation package bookings for our travel agent customers by securing the booking at base rates and earn revenue by including a markup or fees on the rates billed to our travel agent customers and by charging booking fees, service charges and/or payment gateway charges for using our website. We also may earn incentives and/or commissions from our suppliers for completing bookings. In addition, we may create packages based on our travel agent customers’ specifications by purchasing the components of the package from our suppliers as necessary.
Pre- and post-paid services and utilities
As a value-added service, our travel agent customers may use our internet platform to make pre- and post-paid mobile payments and payments for television service and data cards on behalf of their customers. We pay our suppliers for the services and earn a commission as a percentage of the price of the services. We also pass a service charge on to our travel agent customers.
Payment services product
As a value-added service, our travel agent customers may use our internet platform to make cash transfers on behalf of their customers. We pay our suppliers for the services and earn a commission as a percentage of the price of the services. We also pass a service charge on to our travel agent customers. We originate domestic remittance transactions, which is the sending of money from one consumer using our agent network within India to another consumer, a service that enables consumers to withdraw cash from their bank accounts.

White label solution
Through our internet platform, we provide white label travel solutions that allow our travel agent customers to use their own branded platform for customer use. Agents that take advantage of this service can offer tickets and reservations through their own branded website powered by our platform and can issue tickets that include their own logos.

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 3,864,275 in the quarter ended December 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 we 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 principal 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 increase in selling, general and administrative expenses associated with hiring additional personnel 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 have seen an increase in bookings through our website during the first half of fiscal 2018 but we have not seen a corresponding increase in revenue.  The increase in bookings is due to the recent expansion of our sales force and our expansion into the states of Maharashtra, Karnataka and Madya Pradesh. In an effort to gain market share, we have decreased our margins over the last three quarters, resulting in continued net losses.  We expect that it will several quarters before we are able to increase our margins.

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. During the first quarter of fiscal year 2018, India’s GDP grew by 6.1%.  Growth in some of our travel products slowed during the quarter, while our payment services 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 6.7% and 7.4% in 2017 and 2018 according to the International Monetary Fund (IMF) in its latest World Economic Outlook released October 10, 2017. In a January 22, 2018 briefing, the IMF retained its GDP forecast for 2017 and 2018 and also estimated that the Indian economy would grow by 7.8% in 2019, which would make the country the world’s fastest-growing economy in 2018 and 2019.
Effective July 1, 2017 the Indian Government introduced a comprehensive, multi-stage, destination based national goods and services tax (“GST”) that combines taxes and levies by the Central and State Governments into a unified tax structure. The implementation of the GST has a significant impact on overall tax computation and compliance. We believe that the GST may have an impact on our margins.  We have implemented the necessary changes to our business processes, accounting, and information systems to fully comply with this new law. We may incur additional tax compliance costs under this new tax law.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates from the information provided in our Annual Report on Form 10-K for fiscal year end March 31, 2017.
RESULTS OF OPERATIONS

The following table presents, for the third quarter and first nine months of fiscal 2018 and fiscal 2017, the components of our consolidated statements of income:


  
Third Quarter Ended
December 31,
  
Nine Months Ended
December 31,
 
  2017  
2016
  
2017
  
2016
 
Net revenue $77,192  $148,387  $255,824  $405,189 
                 
Cost of revenue  10,903   73,271   37,776   272,876 
                 
Gross profit  66,289   75,116   218,048   132,313 
                 
Operating expenses                
     Selling, general, and administrative expenses  193,460   112,750   513,125   253,996 
     Legal and consulting expenses  53,584   56,110   151,231   206,171 
                 
Income (loss) from operations  (180,755)  (93,744)  (446,308)  (327,854)
                 
Other income (expense)                
     Depreciation and amortization  (83,469)  (51,809)  (283,016)  (153,557)
     Interest income  157   0   321   0 
     Interest expense  (52,578)  (37,068)  (122,167)  (108,526)
Total other income (expense)  (135,890)  (88,877)  (404,862)  (262,083)
                 
Income (loss) before income tax expense  (316,645)  (182,621)  (851,170)  (589,937)
     Income tax benefit (expense)  69,926   55,260   240,455   152,017 
                 
                 
Net income (loss)
 $(246,719) $(127,361) $(610,715) $(437,920)


During the third quarter of fiscal 2018, we continued to add new markets and add an increasing number of sales agents that offer our services, however, to gain market share we have reduced our revenue margins, resulting in a decrease in net revenue.  Our costs of revenue associated with our gross revenue products have declined and operating expenses increased as we expanded our market reach and drove the increase in net loss from operations.

THIRD QUARTER ENDED DECEMBER 31, 2017 COMPARED TO THIRD QUARTER ENDED DECEMBER 31, 2016

Revenue

Net revenues for the third quarter ended December 31, 2017 were $77,192 compared to $148,387 for the third quarter ended December 31, 2016. Net revenue for the quarter ended December 31, 2017 consisted of $11,021 from air ticketing compared to $12,754 in the prior year quarter, $0 from bus ticketing compared to ($229) in the prior year quarter, $22,190 from rail ticketing compared to $10,240 in the prior year quarter, $0 from hotel booking compared to $28 in the prior year quarter, $(5,769) from vacation packages compared to $64,462 in the prior year quarter, $6,308 from payment services compared to $4,691 in the prior year quarter, and $43,442 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $56,442 in the prior year quarter. The primary driver in our net revenue decline is decreases in air ticketing and vacation packages, minimaly offset by an increase in rail ticketing, payment services and in incentives from our aggregators and suppliers. The decrease in net revenues resulted from a decrease in pricing to our end user travel agent customers as our focus has been on acquiring market share through offering lower pricing than our competitors with a focus on generating gross bookings.  As described under the heading “Operating Metrics,” gross bookings increased from $2,394,253 during the quarter ended December 31, 2016 to $8,361,856 during the quarter ended December 31, 2017.  The increase in gross bookings was the result of increasing the number of travel agents and entering new markets, selling at reduced margins, and growth in the payment services product.

Cost of Revenues and Gross Profit

The cost of revenue for the third quarter ended December 31, 2017 was $10,903 compared to $73,271 for the prior year quarter. The cost of revenue represents fees charged by our suppliers on gross revenue products including some hotel bookings and vacation packages. The decrease in cost of revenue in the third quarter ended December 31, 2017 compared to the prior year quarter was primarily driven by decreases in the costs associated with our hotel bookings and vacation packages as our hotel bookings and vacation package revenue declined in the third quarter of fiscal 2018. We are continuing to manage our cost of revenue by optimizing pricing from our suppliers and aggregators to increase our profitability and by implementing pricing algorithms and profitability calculations.
Gross profit from revenues for the third quarter ended December 31, 2017 was $66,289 compared to $75,116 for the prior year quarter.  The $8,827 decrease is driven primarily by a decrease in costs to provide revenue.

Operating Expenses

Total operating expenses for the third quarter ended December 31, 2017 were $247,044 compared to $168,860 for the prior year quarter. Our operating expenses include our sales and marketing, payroll and general and administrative costs.  Total operating expenses were impacted by an increase in costs relating to headcount and an increase in sales and marketing expenses. Included in our operating expenses is $53,584 in legal and consulting expenses associated with our operating as an Exchange Act reporting company, down from $56,110 in the prior year quarter.  This decrease was the result of the prior year quarter including the expenses associated with our initial Form S-1 filing with the SEC.

We expect our sales and marketing expenses to increase as we continue to grow the business and hire experienced personnel to support our growing business and operations. Our general and administrative expenses are expected to continue to increase as we incur expenses associated with being an Exchange Act reporting company and having our shares quoted on the OTCQB Market.

NINE MONTHS ENDED DECEMBER 31, 2017 COMPARED TO NINE MONTHS ENDED DECEMBER 31, 2016

Revenue

Net revenues for the nine months ended December 31, 2017 were $255,824 compared to $405,189 for the nine months ended December 31, 2016. Net revenues for the nine months ended December 31, 2017 consisted of $50,991 from air ticketing compared to $69,117 in the prior period, $0 from bus ticketing compared to $51 in the prior period, $35,553 from rail ticketing compared to $20,098 in the prior period, $819 from hotel booking compared to $3,739 in the prior period, $20,225 from vacation packages compared to $211,991 in the prior period, $18,908 from payment services compared to $9,281 in the prior period, and $129,328 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $90,913 in the prior period. The primary drivers were decreases in air ticketing, bus ticketing, hotel booking and vacation packages, offset by an increase in rail ticketing, payment services and in incentives from our aggregators and suppliers. The deceases in net revenues result from a decrease in pricing to our end user travel agent customers as our focus continues to remain on acquiring market share through offering lower pricing than our competitors with a focus on generating gross bookings. As described under the heading “Operating Metrics,” gross bookings increased from $5,581,647 during the nine months ended December 31, 2016 to $23,585,164 during the nine months ended December 31, 2017.  The increase in gross bookings was the result of increasing the number of travel agents and entering new markets, selling at reduced margins, and growth in rail ticketing, incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers, and growth in the payment services product.

Cost of Revenues and Gross Profit

The cost of revenue for the nine months ended December 31, 2017 was $37,776 compared to $272,876 for the prior period. The cost of revenue represents fees charged by our suppliers on gross revenue products including some hotel bookings and vacation packages. The decrease in cost of revenue from the nine months ended December 31, 2017 compared to the prior period was primarily driven by decreases in the costs associated with our hotel bookings and vacation packages as our hotel bookings and vacation package revenue declined in the first nine months of fiscal 2018. We are continuing to manage our cost of revenue by optimizing pricing from our suppliers and aggregators to increase our profitability and by implementing pricing algorithms and profitability calculations.

Gross profit from revenues for the nine months ended December 31, 2017 was $218,048 compared to $132,313 for the prior period.  The $85,735 increase is driven by a decrease in costs to provide revenue.

Operating Expenses

Total operating expenses for the nine months ended December 31, 2017 were $664,356 compared to $460,167 for the prior period. Our operating expenses include our sales and marketing, payroll and general and administrative costs, and these costs increased as our headcount and sales and marketing costs have increased as we focus on gaining market share. Included in our operating expenses is $151,231 in legal and consulting expenses associated with our operating as an Exchange Act reporting company, down from $206,171 in the prior period.  This decrease was the result of the prior year quarter including the expenses associated with our initial Form S-1 filing with the SEC.

We expect our sales and marketing expenses to increase as we continue to grow the business and hire experienced personnel to support our growing business and operations. Our general and administrative expenses are expected to continue to increase as we incur expenses associated with being an Exchange Act reporting company and having our shares quoted on the OTCQB Market.
LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2017, we had $1,322,002 in cash and cash equivalents compared to $516,707 as of March 31, 2017. The $805,295 increase in cash was driven by sales of common stock of $551,000 during the quarter ended September 30, 2017 and $547,000 during the quarter ended June 30, 2017, which offset our year to date net loss of $610,715. As of December 31, 2017,2020 but its current liabilities of $2,493,833, exceeded its current assets of $744,577 as of December 31, 2020.

The Company has historically incurred operating losses and experienced cash outflows from operations. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

If conditions in the travel and hospitality industry continue to deteriorate as result of COVID-19, or if disruptions in the capital markets take place as they did in the immediate aftermath of both the 2008 worldwide financial crisis and the events of September 11, 2001, we had stockholders’ equitymay be unable to fund operations on a temporary or extended basis.

Cash and cash equivalents totaled $364,370, as of $897,340 compared toDecember 31, 2020, a deficitdecrease of $88,394 at$57,539 from March 31, 2017, which resulted from sales2020, primarily reflecting expenses for the operation losses.

Our ratio of common stockcurrent assets to current liabilities was approximately 0.28 and conversions of notes payable into common stock offset by an increase in operating losses during the quarter ended0.37, respectively for both December 31, 2017.


2020, and March 31, 2020. Our primary sourcecurrent ratio as of working capitalpresent is substantially different from historical results due to date has been through the saleimpact of common stock and the sale and issuance of convertible notes.  Our long-term focus remains on deriving net cash flow from operations.

Cash Flows: The following table is a summary of our Consolidated Statements of Cash Flows:
  Nine Months Ended 
  December 31,  December 31, 
  2017  2016 
Cash Provided by (Used in):    
Operating Activities $(300,620) $(263,573)
Investing Activities  7,915   (690,640)
Financing Activities  1,098,000   1,278,257 


Operating Activities: Net cash used by operations was $300,620 during the nine months ended December 31, 2017 compared to a cash use from operating activities of $263,573 during the nine months ended December 31, 2016.

Year-over-year cash used by operations is has increased as operating losses have increased.

Investing Activities: During the nine months ended December 31, 2017, there was a cash provision of $7,915 from investing activities compared to a cash use of $690,640 during the nine months ended December 31, 2016.  These amounts represent net changes in property, plant, and equipment and intangible assets.

Financing Activities: During the nine months ended December 31, 2017, there was $1,098,000 of cash provided by financing activities compared to a cash provision of $1,278,257 during the nine months ended December 31, 2016.  Cash generated during the nine months ended December 31, 2017 resulted from the sale of common stock pursuant to a private placement.

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

covid-19 pandemic.

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 $1.0 million and $5.0 million inOur future liquidity needs are largely impacted by the next 12 and 24 months 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 beared interest at the rate of six percent payable at maturity. The principal amountadverse impact 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 stockCoronavirus pandemic on July 15our operations together with legal and 16, 2017.

·We issued a convertible note to Takniki Communications, an affiliate owned by Sachin Mandloi, our Vice Presidentprofessional 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 Communicationssales, general 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.
administrative expenses. 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.

OPERATING METRICS

In evaluating our business, we use

The current focus of management is to minimize operating metrics, including gross bookingsexpenses 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.



 Quarter Ended December 31,Nine Months Ended December 31,
 2017201620172016
     
Gross Bookings1
$8,361,856$2,394,253$23,585,164$5,581,647
     
Revenue Margin2
0.9%6.2%1.1%7.3%


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 revenue as a percentage of gross bookings

The increase in gross bookingslimit cash outflows for the quarterduration of the covid-19 pandemic and nine monthsassociated consumer reluctance to travel and spend until vaccines and therapeutic treatments can abate the health consequences of covid-19. We do not know the estimated duration of the pandemic but do not expect the pandemic to end in the short and medium term for India.

We do not believe a discussion of business segment performance for the three- and nine-month periods ended December 31, 2017 were driven2020, is meaningful given the current economic and operating environment. The historical results are not representative of current or future results as we address the issues raised by increases in air, bus,covid-19.

23

We will require additional capital to continue to fund our operations and rail ticketing, payment services,will look to raise funds through public and incentives offsetprivate offerings of our securities. Our future liquidity needs are largely impacted by decreases in hotelthe adverse impact of the Coronavirus pandemic on our operations together with legal and vacation packages.  Revenue margin has declined quarter over quarterprofessional and yearsales, general and administrative expenses. There are no assurances that these steps will generate sufficient cash flow from operations or that we will be able to date comparedobtain sufficient financing necessary to the prior year duesupport 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 price pressure on air ticketing, low margin railus. If adequate working capital is not available, we may not be able to continue our operations or execute our business plan. We expect to continue meeting part of our financing and bus ticketing,liquidity needs primarily through related and payment services outpacing higher margin vacation packagesthird party borrowings and incentives.  The Company has been focused on growing it’s market share by offering lower pricing than its competitors offer, which has resulted in a decline in it’s revenue margin.



access to capital markets.

OFF BALANCE SHEET ARRANGEMENTS


As of December 31, 2017, we had

The Company has no off-balance sheet arrangements.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. 

24

ITEM 4. CONTROLS AND PROCEDURES


Management’s Report on Disclosure Controls and Procedures


We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) areinclude controls and procedures designed with the objective of ensuringto ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 as amended, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms. Disclosure controlsforms, and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer,our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and Chief Financial Officer, based on their evaluation of TripBorn’sour principal financial officer, evaluated our company’s disclosure controls and procedures as of December 31, 2017, havethe end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that TripBorn’sas of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures are effective as of that date.


Changes inwere not effective.

Management Report on Internal Control Over Financial Reporting


As a newly public company, we have not yet been required

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. In order to provide a reportevaluate the effectiveness of management’s assessment regarding internal control over financial reporting.reporting, as required by Section 404 of the Sarbanes-Oxley Act of 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 generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 December 31, 2020. 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;
(ii)lack of multiple levels of supervision and review; and
(iii)lack of adequate U.S. GAAP and SEC financial reporting knowledge to identify, account for and disclose financial reporting issues on a timely basis; and
(iv)an inability to report financial statements in a timely manner.

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 weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We continue to implement our remediation plan for the previously reported material weakness in internal control over financial reporting, described in Part II, Item 9A of our 2020 Form 10-K, which includes steps to increase dedicated personnel, improve reporting processes, and enhance related supporting technology.

25

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. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Management believes that despite our material weaknesses set forth above, our financial statements for the three- and nine-month periods as of and ended December 31, 2020, are fairly stated, in all material respects, in accordance with U.S. GAAP. Because of the time needed to implement these steps and test the applicable controls in operation, management does not anticipate that the material weaknesses will be fully remediated by March 31, 2022.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share-based compensation

See Note 3 of our Consolidated Condensed Financial Statements (unaudited) for more information.

New Accounting Standards

See Note 3 of our Consolidated Condensed Financial Statements (unaudited) for our adoption of new accounting standards.

26

PART II.


ITEM 1. LEGAL PROCEEDINGS


None.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended March 31, 2017, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2017 other than as set forth below.

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.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 5. OTHER INFORMATION

None.

27


ITEM 6. EXHIBITS

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.



Signature


INDEX OF EXHIBITS

NumberExhibit Description

Exhibit 2.1

SHARE TRANSFER AGREEMENT DATED APRIL 22, 2019 BETWEEN THE COMPANY, PRAMA AND THE SELLERS PARTY THERETO. PREVIOUSLY FILED AS EXHIBIT 2.1 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.

Exhibit 3.1 

CERTIFICATE OF INCORPORATION OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.1 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.

Exhibit 3.2 

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.2 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.

Exhibit 3.3

AMENDED AND RESTATED BYLAWS OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.3 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.

Exhibit 4.1

DEMAND PROMISSORY NOTE DATED APRIL 22, 2019 BETWEEN THE COMPANY AND ARNA GLOBAL LLC PREVIOUSLY FILED AS EXHIBIT 4.1 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.

Exhibit 4.2 

FORM OF CONVERTIBLE NOTES AMENDMENT. PREVIOUSLY FILED AS EXHIBIT 4.2 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.

Exhibit 31.1 

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 

Exhibit 32.1 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

Exhibit 32.2 

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

Exhibit 101.1

THE FOLLOWING FINANCIAL STATEMENTS FROM THE COMPANY’S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2019, FORMATTED IN INLINE XBRL: (I) CONSOLIDATED CONDENSED BALANCE SHEET; (II) CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS; (III) CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS; (IV) CONSOLIDATED CONDENSED STATEMENTS OF EQUITY (DEFICIT); (V) CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS; AND (VI) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

SIGNATURES

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

Date:  February 12, 2018TripBorn, Inc.TRIPBORN, INC.
   
Date: September 30, 2021  By:

/s/ RICHARD J. SHAW S /    Deepak Sharma 

  Richard J. ShawName:Deepak Sharma
  Title:President, Chief Executive Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

28

 
Index to Exhibits

Exhibit
Number
 Description
31.1 
    
31.2 
    
32.1 
    
32.2 
    
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 Definition Linkbase


*Indicates a management contract or compensatory plan, contract or arrangement
24