UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q10-Q/A

Amendment No. 2

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

 

For the quarterly period ended SeptemberJune 30, 2018

 

OR

 

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

 

For the transition period from April 01, 2018 to

June 30, 2018

 

Commission File Number: 333-210821

 

 

 

TripBorn, Inc.

(Exact name of registrant as specified in its charter)

Delaware 27-2447426

(State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer Identification No.)

812, Venus Atlantis Corporate Park

Near Prahalad Nagar Garden, Satellite

Ahmedabad, Gujarat, India 380 015

(Address of principal executive office) (Zip Code)

 

(91) 79 40191914

(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   x   No¨ 

 

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

 

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 ¨  Smaller reporting company x
    Emerging growth company x

 

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

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

 

No market value has been computed based upon the fact that no active trading market existed as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

As of November 13,August 1, 2018, there were outstanding 95,711,874 shares of common stock, par value $0.0001 per share.

 

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TripBorn, Inc.EXPLANATORY NOTE

Form 10-Q

   

ForTripborn Inc. is filling this Amendment No. 2 (this “Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q of Tripborn Inc. (the “Company”, “our” or “we”) for the Second Quarterquarter ended June 30, 2018, originally filed with the Securities and Six Months EndedExchange Commission (the “SEC”) on August 13, 2018 (the “Original Filing”);subsequently amended on August 6,2019 and to amend related disclosures including those regarding our disclosure controls and procedures. We have also restated certain unaudited quarterly results related to the quarters ended June 30, 2018, September 30, 2018 and December 31, 2018. This Form 10-Q/A also amends certain items in the Original Filling, as listed in “Items Amended in this Filing below.

 

Background of the Restatement

Contents

We have restated March 31, 2018 financial statements and learned through our internal reporting assessment that our original filing needs to adjust for the Quarter ended June 30, 2018 to carry forward opening financial results from March 31, 2018 and Reclassification for the selling and general administration expenses and its presentation in the financial statements from June 30, 2018. We also found the violations of our accounting policies and procedures regarding the failure to accrue expenses and liabilities in the quarters ending June 30, 2018. The management has authorized the filing of our unaudited consolidated financial statements for the quarter ended June 30, 2018.

Impact of the Restatement

As a result of the restatement, reported net income from continuing operations from continuing operations and income from discontinued operations, net of tax, and earnings per diluted share from discontinued operations were adjusted for quarters June 30, 2018 as follows:

 

·For the quarter ended June 30, 2018 our reported net losses from continuing operations was increased from $253,810 to $259,159.
·Accumulated losses increased from $2,146,054 to $3,346,742;
·Our stockholders’ equity decreases from $204,652 to deficit of $999,368.

Internal Control Over Financial Reporting and Disclosure Controls and Procedures

Management has concluded that a material weakness existed in the Company’s internal control over financial reporting as of June 30, 2018 because the Company did not maintain effective controls within its financial close process. This material weakness resulted in misstatements in the Company’s annual financial statements that were not prevented or detected on a timely basis and led to the restatement described above. Based on this evaluation, management has concluded that, as of June 30, 2018, the Company’s internal control over financial reporting was ineffective.

In connection with the restatement described above, the Company’s principal executive officer and principal financial officer re-evaluated the effectiveness of our disclosure controls and procedures and have concluded that Tripborn’s disclosure controls and procedures were not effective. In connection with the assessment described in this Explanatory Note, the Company has identified and implemented, and continues to identify and implement, actions to improve the effectiveness of its internal control over financial reporting and disclosure controls and procedures, including plans to enhance the Company’s resources and training with respect to financial reporting and disclosure responsibilities.

Items Amended in this Filing

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing, in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-Q/A to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:

Financial Highlights

Part I, Item 1 - Financial Information

Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I, Item 4 - Controls and Procedures

Part II, Item 1A – Risk Factors

Part II, Item 6 - Exhibits, Financial Statement Schedules

The Company’s Principal Executive Officer and Principal Financial Officer are providing currently dated certifications in connection with this Form 10-Q/A. These certifications are filed as Exhibits 31.1, 31.2, 32.1 and 32.2.

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TripBorn, Inc.

Form 10-Q

For the First Quarter Ended June 30, 2018

Contents

Part I Financial Information    
   
Item 1 Unaudited Condensed Consolidated Financial Statements  4 
   
  Statements of Operations for the Three and Six MonthsFirst Quarters Ended SeptemberJune 30, 2018 and 2017  34 
   
  Statements of Comprehensive Income (Loss) for the Three and Six MonthsFirst Quarters Ended September 30, 2018
and 2017
4
Balance Sheets as of SeptemberJune 30, 2018 and March 31, 20182017  5 
   
  Balance Sheets as of June 30, 2018 and March 31, 20186
Statements of Stockholders Equity (Deficit) for the Six MonthsFirst Quarter Ended SeptemberJune 30, 2018  67 
  Statements of Cash Flows for the First Six MonthsQuarters Ended SeptemberJune 30, 2018 and 2017  78 
   
  Notes to Consolidated Financial Statements  89 
   
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations  16
17 
   
Item 4 Controls and Procedures  21 
   
Part II Other Information  22 
   
Item 1 Legal Proceedings  22 
   
Item 1A Risk Factors  22 
   
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds  22 
   
Item 5  Other Information  22 
Item 6 Exhibits  22 
Signature  2223 
Index to Exhibits  2324 

  

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

 

TRIPBORN, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

       
  First Quarter Ended
June 30,
 
  2018  2017 
Net revenue $95,640  $108,542 
         
Cost of revenue  59,960   19,886 
         
Gross profit  35,680   88,656 
         
Operating expenses        
     Selling, general, and administrative expenses  168,584   176,177 
     Legal and consulting expenses  45,871   47,623 
     Depreciation and amortization  39,284   118,904 
         
Income (loss) from operations  (218,059)  (254,048)
         
Other income (expense)        
     Other income  6,143     
         
     Interest income  82     
     Interest expense  (47,325)  (60,494)
Total other income (expense)  (41,100)  (60,494)
         
Income (loss) before income tax expense  (259,159)  (314,542)
     Income tax benefit (expense)  -   92,000 
         
Net income (loss)  (259,159) $(222,542)
         
Basic income (loss) per share $(0.00) $(0.00)
Diluted income (loss) per share $(0.00) $(0.00)
         
Basic weighted average number of shares  95,711,874   80,660,849 
Diluted weighted average number of shares  95,711,874   80,660,849 

  

  Second Quarter Ended
September 30,
  Six Months Ended
September 30,
 
  2018  2017  2018  2017 
Net revenue $90,974  $70,090  $192,757  $178,632 
                 
Cost of revenue  260   6,987   2,897   26,873 
                 
Gross profit  90,714   63,103   189,860   151,759 
                 
Operating expenses                
     Selling, general, and administrative expenses  235,327   143,488   476,029   319,665 
     Legal and consulting expenses  33,790   50,024   82,703   97,647 
                 
Income (loss) from operations  (178,403)  (130,409)  (368,872)  (265,553)
                 
Other income (expense)                
     Depreciation and amortization  (84,185)  (80,643)  (167,751)  (199,547)
     Interest income  62   164   144   164 
     Interest expense  (47,709)  (9,095)  (95,034)  (69,589)
Total other income (expense)  (131,832)  (89,574)  (262,641)  (268,972)
                 
Income (loss) before income tax expense  (310,235)  (219,983)  (631,513)  (534,525)
     Income tax benefit (expense)  65,149   78,529   132,617   170,529 
                 
  Net income (loss) $(245,086) $(141,454) $(498,896) $(363,996)
                 
Basic income (loss) per share $(0.00) $(0.00) $(0.00) $(0.00)
Diluted income (loss) per share $(0.00) $(0.00) $(0.00) $(0.00)
                 
Basic weighted average number of shares  91,287,934   86,888,168   91,287,934   86,888,168 
Diluted weighted average number of shares  91,287,934   86,888,168   91,287,934   86,888,168 

See accompanying notes to unaudited condensed consolidated financial statements.

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TRIPBORN, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

     
 First Quarter Ended 
 Second Quarter Ended
September 30,
 Six Months Ended
September 30,
  June 30, 
 2018 2017 2018 2017  2018  2017 
Net income (loss) $(245,086) $(141,454) $(498,896) $(363,996) $(259,159) $(222,542)
Other comprehensive income (loss), net of tax                        
Unrealized foreign currency translation
income / (loss)
  4,136   227   7,796   27 
Unrealized foreign currency translation income/(loss)  1,447   (200)
Other comprehensive income (loss), net of tax  4,136   227   7,796   27   1,447   (200)
Comprehensive loss $(240,950) $(141,227) $(491,100) $(363,969) $(257,712) $(222,742)

 

See accompanying notes to unaudited condensed consolidated financial statements.

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TRIPBORN, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

       
  September 30,  March 31, 
  2018  2018 
   (Unaudited)  (Audited) 
ASSETS        
Current assets:        
Cash and cash equivalents $891,370  $1,148,741 
Accounts receivable  304,758   172,625 
Other current assets  168,299   334,961 
Total current assets  1,364,427   1,656,327 
         
Property and equipment, net  10,523   12,159 
Intangible assets, net  1,018,063   1,189,499 
Deferred income taxes  438,533   348,098 
TOTAL ASSETS $2,831,546  $3,206,083 
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $482,721  $390,201 
Other current liabilities  544,455   520,412 
Total current liabilities  1,027,176   910,613 
         
Long term liabilities        
          Convertible notes  1,840,668   1,840,668 
Total current and long term liabilities  2,867,844   2,751,281 
Stockholders’ equity (deficit):        
Preferred stock $.0001 par value  --   -- 
Authorized shares: 10,000,000        
Common stock $.0001 par value  9,572   9,572 
Authorized shares: 200,000,000        
Shares issued and outstanding: 80,794,914 and 78,971,581        
Additional paid-in capital  2,321,818   2,321,818 
Accumulated other comprehensive income (loss)  23,452   15,656 
Retained earnings (deficit)  (2,391,140)  (1,892,244)
Total stockholders’ equity  (36,298)  454,802 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $2,831,546  $3,206,083 

  June 30,  March 31, 
  2018  2018 
  (Unaudited)    
ASSETS      
Current assets:      
Cash and cash equivalents $805,657  $1,155,367 
Accounts receivable  292,017   184,798 
Other current assets  619,732   351,519 
Total current assets  1,717,406   1,691,684 
         
Property and equipment, net  9,326   9,896 
Intangible assets, net  460,439   498,758 
         
TOTAL ASSETS $2,187,171  $2,200,338 
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $404,259  $360,407 
Other current liabilities  

942,753

   731,542 
         
Total current liabilities  1,347,012   1,091,949 
         
Long term liabilities        
          Convertible notes  1,839,527   1,850,045 
Total current and long-term liabilities  3,186,539   2,941,994 
Stockholders’ equity (deficit):        
Preferred stock $.0001 par value  -   - 
Authorized shares: 10,000,000        
Common stock $.0001 par value  9,572   9,572 
Authorized shares: 200,000,000        
Shares issued and outstanding: 95,711,874 and 78,971,581        
Additional paid-in capital  2,321,818   2,321,818 
Accumulated other comprehensive income (loss)  15,984   14,537 
Retained earnings (deficit)  (3,346,742)  

(3,087,583

)
Total stockholders’ equity  (999,368)  (741,656)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $2,187,171  $2,200,338 

  

See accompanying notes to unaudited condensed consolidated financial statements.

6

TRIPBORN, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

(Unaudited)

 

  Common Stock                  Common Stock         
 

Shares

   

Amount

   

Additional
paid-in
capital

   

Accumulated
other
comprehensive
income

   

 

Retained
earnings
(deficit)

   Total
stockholder’s
equity
(deficit)
  Shares Amount Additional
paid-in
capital
 Accumulated
other
comprehensive
income
 Retained
earnings
(deficit)
 Total
stockholder’s
equity (deficit)
 
Balance at March 31, 2018  95,711,874  $9,572  $2,321,818  $15,656  $(1,892,244) $454,802   95,711,874  $9,572  $2,321,818  $14,537  $(2,391,084) $(45,157)
                                                
Issuance of common stock                                                
                                                
Other comprehensive income (loss)              7,796       7,796               1,447       1,447 
                                                
Net income (loss)                  (498,896)  (498,896)                  (259,159)  (312,314)
                                                
Balance at September 30, 2018  95,711,844   9,572   2,321,818   23,452   (2,391,140)  (36,298)
Balance at June 30, 2018  95,711,874   9,572   2,321,818   15,984   (3,346,742)  (999,368)

  

See accompanying notes to unaudited condensed consolidated financial statements.

 

7

TRIPBORN, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  Quarter Ended June 30 
  2018  2017 
Cash flows from operating activities        
Net income (loss) $(259,159) $(222,542)
Adjustment to reconcile net income (loss) to net cash        
 provided by (used in) operating activities:        
Depreciation and amortization  39,284   118,904 
Changes in operating assets and liabilities:        
 (Increase) decrease in:        
Accounts receivable  (107,219)  38,824 
Other current assets  (268,213)  (12,813)
Deferred tax asset  -   (92,478)
 Increase (decrease) in:        
Accounts payable and accrued expenses  43,852   (53,185)
Other current liabilities  211,211   142,366 
Net cash provided by (used in) operating activities  (340,244)  (80,924)
         
Cash flows from investing activities        
 Purchase of property and equipment  (396)  368 
 Increase in intangible assets  -   569 
Net cash provided by (used in) investing activities  (396)  937 
         
Cash flows from financing activities        
 Increase in common stock      182 
 Increase in additional paid-in capital      546,818 
  Increase (Decrease) in loan from shareholders        
  Increase in convertible notes  (10,518)    
Net cash provided by (used in) financing activities  (10,518)  547,000 
         
Effect of exchange rates changes on cash  1,447   (200)
         
Net change in cash and cash equivalents  (349,710)  466,813 
         
Cash        
Beginning of the year  1,155,367   516,707 
End of the year $805,657  $983,520 
         
Supplementary disclosure of cash flows information        
 Cash paid during the period for:        
Interest $  $ 
Income taxes $  $ 

  

    
  Six Months EndedSeptember 30 
  2018  2017 
Cash flows from operating activities        
Net income (loss) $(498,896) $(222,542)
Adjustment to reconcile net income (loss) to net cash        
 provided by (used in) operating activities:        
Depreciation and amortization  167,751   118,904 
Changes in operating assets and liabilities:        
 (Increase) decrease in:        
Accounts receivable  (132,131)  38,824 
Other current assets  166,660   (12,813)
Deferred tax asset  (90,435)  (92,478)
 Increase (decrease) in:        
Accounts payable and accrued expenses      92,520   (53,185)
Other current liabilities  27,728   142,366 
Net cash provided by (used in) operating activities  (266,803)  (80,924)
         
Cash flows from investing activities        
 Purchase of property and equipment  1,636  368 
 Increase in intangible assets  0   569 
Net cash used in investing activities  1,636  937 
         
Cash flows from financing activities        
 Increase in common stock      182 
 Increase in additional paid-in capital      546,818 
Net cash provided by financing activities      547,000 
         
Effect of exchange rates changes on cash  7,796   (200)
         
Net change in cash  (257,371)  466,813 
         
Cash        
Beginning of the year  1,148,741   516,707 
End of the year $891,370  $983,520 
         
Supplementary disclosure of cash flows information        
 Cash paid during the period for:        
Interest $  $ 
Income taxes $  $ 

See accompanying notes to unaudited condensed consolidated financial statements.

8

 

Notes to Consolidated Financial Statements

 

SeptemberJune 30, 2018

 

(Unaudited)

 

1.Organization and the Nature of Business

1. DESCRIPTION OF BUSINESS

 

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

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

On December 14, 2015, when it acquired substantially allPinstripesNYC, Inc. (the “Registrant”) executed and agreement and Plan of the outstanding common stock of its operating subsidiary,Merger (the, “Agreement”) with Sunalpha Green Technologies Private Limited (“Sunalpha”). TheSunalpha registered under the Company has selected March 31 as its fiscal year end.Act of 1956, India with principle office located at 812, Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat, India 380 015.

 

TripBorn was known as PinstripesNYC,As a result of the Merger, Sunalpha became a wholly owned subsidiary of the Registrant (Pinstripes NYC Inc. until January 2016. TripBorn filed reports as PinstripesNYC,) now Tripborn Inc. withand following the Securitiesconsummation of the Merger and Exchange Commission undergiving effect to the Securities Exchange Actissuance of 1934, as amended (“Exchange Act”) from August 2010 until it terminated76,804,914 Merger Shares by its registration under the Exchange Act in May 2013.principle stockholders.

 

On December 14, 2015,For accounting purposes, Sunalpha was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, Sunalpha’s assets, liabilities, and results of operations are the historical consolidated financial statements of the Company acquired alland Company’s assets, liabilities and results of operations are consolidated with Tripborn Inc. effective as of the outstanding shares of Sunalpha, which was incorporated under the lawsdate of the Republic of India on November 4, 2010. The transactionMerger. No step-up in basis or intangible assets or goodwill was accounted for as a reverse recapitalization. Sunalpha was the acquirer for financial reporting purposes, and TripBorn was the acquired company.

2.Summary of Significant Accounting Policies

Accounting Policies

These financial statements are prepared on the accrual basis of accountingrecorded in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

Basis of Presentation

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

2. LIQUIDITY AND GOING CONCERN

The Company has reported net loss of $259,159, accumulated loss of $3,346,742 and negative cash flow from operations of $340,244 as of and for the acquirerquarter ended June 30, 2018.

As of June 30, 2018, we had $805,657 in cash and cash equivalents, compared to $1,155,367 as of March 31, 2018. This $ 349,710 decrease in cash is a result in operating loss generated during the quarter ended June 30, 2018. As of June 30, 2018, we have stockholders’ deficit of $999,368 compared to a deficit of $741,656 as of March 31, 2018.  Our stockholders’ deficit increased as a result of the increase in our operating losses during the quarter.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of operations that are reflected in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. Presentation

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

9

Principles of Consolidation

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

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, those estimates, and assumptions affect the reported amounts assets, liabilities and disclosure of contingent assets and liabilities and revenue. Actual results could differ significantly from those estimates.  

Our significant estimates include elements of revenue recognition, the realization of deferred tax assets, amounts that may be due under the tax sharing agreement, 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 contingent liabilities, including taxes related to hotel occupancy. Actual amounts may differ from these estimates.The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge. The Company and Sunalpha have been eliminated upon consolidation.has no impairment charge for the quarter ending June 30, 2018.

 

Revenue Recognition

 

In May 2014, the FASB issued guidance onThe Company provides travel products and services to leisure and corporate travelers in India and abroad. The revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle ofrendering these services is recognized at the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations;time when significant risk and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised servicesrewards are transferred to the customer. This is generally the case: 1) on the date of departure for vacation packages, 2) on the date of check in for hotel booking business and 3) on the date of issuance for the sale of airline tickets. 

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

Vacation Packages. Revenue from vacation packages, including revenue on airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as we are determined to be the primary obligor in an amount that reflects the expected consideration in exchangearrangement i.e., the risks and responsibilities are taken by us, including the responsibility for thosedelivery of services. A customer obtains control when it has the ability

Rail Ticketing. Revenue from rail ticket reservations is recognized on net basis which includes our nonrefundable surcharges and fees to direct the use ofour service agents. We recognized revenue on gross basis for railway service setup fees, which is non-refundable and obtain the benefitscollected from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration ofour service agent at the time value of money in the transaction priceagent enrollment.

Money Transfer. To our service agent we provide system connectivity using our internet platform so our service agent can perform Money Transfer services on behalf of their customers. Our internet platform facilitates connectivity between Bank and allowing estimates of variable consideration to beService Agent. We recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements.net basis, we collect service charge or fees to our service agent for performing the money transfer services for their customers. Performance linked incentives from Banks or suppliers are recognized upon achievement of performance obligations and amount is billed to suppliers.   

 

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

 

Cost of Revenue

 

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

 

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

 

Use of Estimates

The preparation of financial statements in 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.

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Cash and Cash Equivalents

 

The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.

Sunalpha has fourteentwelve accounts denominated in Indian Rupees. As of SeptemberJune 30, 2018, and 2017, the cash balance in financial institutions in India was USD $466,744$360,210 and $168,901,$229,520, 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.

 

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 billedamount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers.

The Company performs periodic analysis of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to be adjusted based on currently available evidence such as historical collection experience, current economic trends and changes in customer payment terms. In accordance with the Company’s policy, if collection efforts have been pursued and all reasonable and contractually available avenues for collections exhausted, accounts receivable would be written off as uncollectible. The Company does use estimate to use a general reserve methodology when estimating the level of allowance for doubtful accounts because the Company believes, due to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Paymentsunique circumstances of accounts receivable are allocated to specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.each customer and a limited number of customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts.

 

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 expensesexpense as incurred.

 

Intangible Assets

 

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

 

ConcentrationImpairment of Credit Risk

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

 

The Company maintains its cashrecords an impairment of long-lived assets used in bank deposit accounts, which are not insured. The Company has not experienced any losses in such accounts. The Company believesoperations, when events or circumstances indicate that it is not exposed to any significant credit risk related to its cash holdings.

Income Taxes

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

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amountsmight be impaired and the tax basesestimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of existingthose items. The net carrying value of assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax ratesnot recoverable is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.

ASC 740 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has electedreduced to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of income and comprehensive income. No significant uncertainty in tax positions relating to income taxes have been incurred during the quarters ended September 30, 2018 and 2017.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act included a broad range of complex provisions impacting the taxation of multi-national companies. The Tax Act makes broad and complex changes to the U.S. corporate income tax system and includes a Transition Toll Tax (the “Transition Tax”),fair value, which is a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. Sincetypically calculated using the Company’s foreign subsidiary has historically realized net losses, we believe that the Company is not subject to the Transition Tax.

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

discounted cash flow method.

 

Foreign Currency Translation

 

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

 

The value of INR against US$ and other currencies may fluctuate and is affected by, among other things, changes in India’s political and economic conditions. Any significant revaluation of INR may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

 SeptemberJune 30, 2018March 31, 2018SeptemberJune 30, 2017
Period-end spot rateUS$1=INR 73.365268.7100US$1=INR 65.0792US$1=INR 65.285064.6112
Average rateUS$1=INR 71.037666.9200US$1=INR 66.6880US$1=INR 65.072964.7509

 

Fair ValueEarnings and Loss per Share

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

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

 

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ASC 825-10

Promotion and Advertising Expense

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

Stock-Based Compensation

The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires certain disclosures regardingcompensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of 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.

Leases

Leases of assets where the Company has assumed substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial instruments. Fairstatements. Under this method, the Company has determined the deferred tax assets and liabilities based on the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of operations. If the Company determines that it would be able to realize our deferred tax assets in the 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 records uncertain tax positions in 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 realized upon ultimate settlement with the related tax authority.

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11, “Simplifying the Measurement of Inventory”. ASU No. 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Net realizable value is defined as the price that would be received to sell an asset or paid to transfer a liabilityestimated selling prices in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizesordinary course of business; less reasonably predictable costs of completion, disposal and transportation. For public business entities, the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair valueamendments in this ASU are as follows:

·Level 1 - Quoted prices in active markets for identical assets and liabilities.

·Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

effective for fiscal years beginning after December 15, 2016, including interim reporting periods within those fiscal years. The Company considersadopted this guidance in the recorded valuefirst quarter of its financial assets and liabilities, which consist primarily of cash, accounts receivable, other current assets, and other current liabilities to approximate the fair value of the respective assets and liabilities at September 30, 2018 andfiscal year ended March 31, 2018 based upon the short-term natureusing a prospective application. The adoption of these assets and liabilities.

3.Change in Control Transaction

On December 8, 2015, the Company issued 71,428,570 shares of common stock to Arna Global LLC (“Arna”) for cash consideration of $95,500. Arna is wholly-owned by the Company’s President and director, Deepak Sharma. The Company accounted for the change in control transaction with Arna using the acquisition method of accounting. Arna obtained control of 93% of the outstanding shares of common stock of PinstripesNYC, Inc. in connection with the Stock Purchase Agreement among PinstripesNYC, Inc., Arna, and Maxim Kelyfos, LLC dated December 8, 2015, and 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 fromthis guidance did not have 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 reflected inmaterial impact on the Company’s consolidated financial statements priorand related disclosures.

In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the December 14, 2015 transactionaccounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are thosesettled, (b) classification of Sunalphaawards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and are recorded using(d) classification of excess tax impacts on the historical cost basis.statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. The Company does not expect the impact to be material to the consolidated results of operations; however, such determination is subject to change based on facts and circumstances at the time when awards vest or settle.

12

We adopted Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09) for the fiscal year ended March 31, 2018, which amends the guidance in former ASC 605, Revenue Recognition and found no significant impact on the revenue recognition.

New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities, the amendments in this ASU are effective for fiscal years beginning after completionDecember 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, 2019. Early adoption is permitted. The Company is evaluating the impact of the December 14, 2015 transaction includeadoption of this revised guidance on its consolidated financial statements and related disclosures.

In October 2016, the assets, liabilities and resultsFASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of operations of Sunalpha up toAssets Other than Inventory”, which requires the day prior to the closingrecognition of the transaction,income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company reviewing adoption and its impact of this guidance on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. As of fiscal year, ending March 31, 2018 and 2017 we have no variable interest entity under common control with the reporting entity.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.

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 Company in the first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

No other recent accounting pronouncements were issued by FASB and the assets, liabilities and results of operations ofSEC that are believed by management to have a material impact on the Company and Sunalpha from and after the closing date of the transaction.Company's present or future consolidated financial statements.

 

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.4. PROPERTY AND EQUIPMENT, NET

6.Property and Equipment

 

Property and Equipment consists of the following as of SeptemberJune 30 and March 31, 2018. The property and equipment listed below are recorded in the books of Sunalpha.

 

 September 30, 2018 March 31, 2018  June 30, 2018 March 31, 2018 
Computer $13,443  $13,443  $13,443  $13,443 
Furniture and Fixture  5,864   5,468   5,864   5,467 
Office Equipment  6,537   6,537   6,352   6,352 
Software License  768   768   768   768 
Total  26,612   26,216   26,427   26,030 
Accumulated depreciation  (16,523)  (14,057)  (17,101)  (16,134)
Fixed assets, net $10,523  $12,159  $9,326  $9,896 

 

Depreciation expense for the quarters ended SeptemberJune 30, 2018 and 2017 is $1,636$966 and ($1,901),$1,604 respectively.

 

7.13Intangible Assets

5. INTANGIBLE ASSETS WITH DEFINITE LIVES

 

Intangible assets consist of the following as of June 30 and March 31, 2018:

 

 September 30, 2018 March 31, 2018  June 30, 2018 March 31, 2018 
API Access $133,763  $133,763  $139,472  $139,472 
Software  1,651,000   1,651,000   954,501   954,501 
Total  1,784,763   1,784,763   1,093,973   1,093,973 
Accumulated amortization  (766,700)  (595,264)  (633,534)  (595,215)
Intangible assets, net $1,018,063  $1,189,499  $460,439  $498,758 

 

Amortization expense for the quarters ended June 30, 2018 and 2017 was $82,550$38,319 and $82,550,$117,300, respectively.

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

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

 

 

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.

6. STOCK COMPENSATION

 

During the quarter ended June 30, 2118, we had no stock-based compensation.

8.Tax Recovery Charges

7. CONVERTIBLE NOTES PAYABLE

Related Party Convertible Notes

 

The Company through its internet-based platform, facilitates the purchaseissued an $956,000 convertible note with maturity date of travel products and services from third party travel service providers. The Company incurs service taxes at specified rates on the services it acquires from the travel service providers. The Company charges service taxes at specified rates on sales of travel and travel related products to clients. The net difference of the amount paid while acquiring services and the amount collected while selling the services is remitted to taxing authorities ("tax recovery charge"). As of September 30, 2018, the Company has a balanceMarch 7, 2019, with the tax authority to offset future service tax dues.

9.Related Party Transactions

i.Convertible Notes

Mr. Sharma 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%. from ARNA GLOBAL LLC, wholly owned by the Company’s president. 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 offeringnote converts into 21,194,381 shares of its common stock in connection(the “Note Shares”).

The Company issued an $695,000 convertible note with a listing on a national securities exchange (an “Uplist Transaction”maturity date of December 19, 2019, with annual rate of 10% from TAKNIKI COMMUNICATION, wholly owned by the Company’s Vice President. The note converts into 10,303,070 shares of common stock (the “Note Shares”) prior to the.

The Company issued an $156,407 convertible note with maturity date of March 7, 2019, maturity date, the outstanding principal balancewith annual rate of the10% from Mr. Sharma, Company’s president. The note will automatically convertconverts into 3,432,234 shares of common stock (the “Sharma Note“Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the 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.

 

Mr. Mandloi loaned theThe Company issued an $38,076 which is evidenced by a convertible promissory note datedwith maturity date of March 8, 2016, which bears interest at an7, 2019, with annual rate of 10%. from Mr. Mandloi, Company’s vice president. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convertconverts into 835,552 shares of common stock (the “Mandloi Note“Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the 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.

 

In connection withThe Company has accrued interest of $47,325 for related parties for the Software Agreement described in Note 7 above, Arna, wholly owned by the Company’s president, loaned the Company $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock (the “Arna Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the 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.quarter ended June 30, 2018.

Non-Affiliate Party Convertible Notes

None. 

8. RELATED PARTY TRANSACTION

 

On September 23,April 1, 2017, the board approved the compensation of Deepak Sharma, President of the Corporation, be fixed at USD 250,000/- per year for the next three year period beginning April 1, 2017 to year ending March 31, 2020, payments to be made in monthly installments on the last day of each month. The Company had not paid any compensation for the fiscal year ending March 31, 2018. The Company accrued the total executive compensation payable of $250,000 for the fiscal year ending March 31, 2018.

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

9. STOCKHOLDER’S EQUITY

None.

Equity Compensation Plan

On April 15, 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 feeadopted the TripBorn, Inc. 2016 Stock Incentive Plan, which authorized the issuance of $695,000 upon delivery of enhanced software, which occurred on December 31, 2016. The Company paid for the software development by issuing a convertible promissory note in the principal amount of $695,000 to Takniki Communications with a maturity date of December 31, 2019, and bearing interest at a rate of 10%. The principal amount of this note is convertible into 10,303,0707,680,000 shares of our common stock atpursuant to stock options, restricted stock, restricted stock units or other awards authorized under the noteholder’s option at maturity. In the event that the Company completes an Uplist Transaction prior to the December 31, 2019 maturity date, the outstanding principal balanceterms of the note will automatically convert into 10,303,070 shares of common stock (the “Takniki Note Shares”). Ifplan. No awards have been issued under the Uplist Transaction does not occur prior to the maturity date, Takniki will have the option to receive full payment of the outstanding principal balance or the Takniki Note Shares, each together with accrued unpaid interest paid in cash. Takniki also will have the option to receive full payment of the outstanding principal or the 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. 

iii.       Guaranteeplan.

 

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

14

 

10.Income Tax

10. INCOME TAX

 

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 September 30, 2018 and March 31, 2018 were $373,384 and $348,098, respectively.

 

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

 

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

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

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act included a broad range of complex provisions impacting the taxation of multi-national companies. The Tax Act makes broad and complex changes to the U.S. corporate income tax system and includes a Transition Toll Tax (the “Transition Tax”), which is a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. The Toll Charge will be paid over an eight-year period, starting in 2018, and will not accrue interest. The Tax Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. Generally, accounting for the impacts of newly enacted tax legislation is required to be completed in the period of enactment, however in response to the complexities and ambiguity surrounding the Tax Act, the SEC released Staff Accounting Bulletin No. 118 (“SAB 118”) to provide companies with relief around the initial accounting for the Tax Act. Pursuant to SAB 118, the SEC has provided a one-year measurement period for companies to analyze and finalize accounting for the Tax Act. During the one-year measurement period, SAB 118 allows companies to recognize provisional amounts when reasonable estimates can be made for the impacts resulting from the Tax Act. TripBorn will finalize accounting for the Tax Act during the one-year measurement period, and any adjustments to the provisional amounts will be included in income tax expense or benefit in the appropriate period, and disclosed if material, in accordance with guidance provided by SAB 118.

 

While our accounting for the Tax Act is not complete, we do not believe we are subject to the Transition Tax. The Transition Tax is a tax on previously untaxed accumulated earnings and profits (“E&P”) of our foreign subsidiaries and our foreign subsidiary has historically generated operating losses. To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, if any.

 

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

 

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

11. EARNINGS AND LOSS PER SHARE

 

Under GAAP, companies are allowedASC 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 makecommon shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an accounting policy election to either treat taxes resulting from GILTI as a current-period expense when they are incurred or factor such amounts into the measurement of deferred taxes. The Company has not completed its analysis of the effects of the GILTI provisions and will further consider the accounting policy election within the measurement period as provided under SAB 118.

11.New Accounting Pronouncements

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

New Accounting Pronouncements Recently Adopted

As disclosed in Revenue Recognition above, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) effective April 1, 2018 using the retrospective transition method. This new accounting standard outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. This standard supersedes existing revenue recognition requirements and eliminates most industry-specific guidance from US GAAP. The core principle of the new accounting standard is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the adoption of this new accounting standard resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Adoption of this standard did not result in significant changes to the Company’s accounting policies, business processes, systems or controls, or have a material impact on the Company’s financial position, results of operations and cash flows or related disclosures. As such, prior period financial statements were not recast.

New Accounting Pronouncements Not Yet Adopted

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

12.Net Income (Loss) Per Share

anti-dilutive effect.

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

 

 Second Quarter Ended
September 30,
 Six Months Ended
September 30,
  First Quarter Ended June 30, 
 2018 2017 2018 2017  2018 2017 
Basic net income (loss) per share:                     
Net income (loss) applicable to common shares $(245,086) $(141,454) $(498,896) $(363,996) $(259,159) $(222,542)
Weighted average common shares outstanding  91,287,934   86,888,168   91,287,934   86,888,168   95,711,874   80,660,849 
Basic net income (loss) per share of common stock $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.00)
                
Diluted net income (loss) per share:                        
Net income (loss) applicable to common shares $(245,086) $(141,454) $(498,896) $(363,996) $(259,159) $(222,542)
Weighted average common shares outstanding  91,287,934   86,888,168   91,287,934   86,888,168   95,711,874   80,660,849 
Dilutive effects of convertible debt $(0.00) $(0.00) $(0.00) $(0.00)  -   - 
Weighted average common shares, assuming
dilutive effect of convertible debt
  91,287,934   86,888,168   91,287,934   86,888,168   95,711,874   80,660,849 
Diluted net income (loss) per share of common
stock
 $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.00)

15

Due to net loss, the shares of common stock underlying the convertible notes described in Notes 97 and 109 were not included in the calculation of diluted net loss per share, as they would have had an antidilutive effect.

 

13.Commitments

 

12. COMMITMENTS

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

 

Through Sunalpha, the Company currently occupiesWe lease approximately 2,455 square feet of office space owned by afor our principal executive officers in Ahmedabad, India. Currently, our president and director, Deepak Sharma leases this space to us at no charge.

Since March 2016, we also lease approximately 4,080 square feet of office space for our technology center in Bangalore, Karnataka India, for which we currently pay approximately $5,896 per month including annual maintenance charges. This lease is continued with expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs. Following table describes our obligation for the Company on a rent free basis. As of September 30, 2018 and 2017,next five year from the Company has not paid any rent. The Company is expected to pay market rate rent once the Company is profitable.lease.

Fiscal YearEstimated Lease Charges
2019$70,757
2020$75,272
2021$80,067
2022$85,116
2023$90,549

13. SUBSEQUENT EVENTS

 

The Company has leased office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations ofevaluated subsequent events through August 13, 2018, the Company are being undertaken fromdate on which the new premises. The Company will pay approximately $1,260 per month pursuantfinancial statements were available to the lease agreement.be issued.

 

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. Effective November 12, 2018 Mr. Shaw’s resigned as Chief Financial Officer of the Company but will continue to provide services to the Company as a consultant.

The Company has leased 3,400 square feet of office space in Bangalore, India effective from October 9, 2017 for an initial term of three years and an option to renew the lease for an additional three years. The Bangalore operations of the Company are being undertaken from these premises. The Company will pay approximately $2,918 per month pursuant to the lease agreement.

16

 

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

 

Forward-Looking Statements

 

This Quarterly 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”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal1933, as amended, and state securities laws, including: any projections of earnings, revenues or other financial items; any statements regarding the adequacy, availability and sources of capital, any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any 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 words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements include those factors set forth in this Quarterly Report, particularly under the headings, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations" and subsequent reports that we file with the Securities and Exchange Commission.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking 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.

Notwithstanding the above, Section 21E of the Securities Exchange Act of 1934, as amended, expressly statesamended. All statements, other than statements of historical fact included in this report, including, without limitation, statements regarding our financial position, business strategy and other plans and objectives for our future operations, are forward-looking statements. These statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could”, “intend,” “consider,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Our business has been undergoing substantial change, which has magnified such uncertainties. Readers should bear these factors in mind 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 safe harbor forpast, actual results have differed from those suggested by forward looking statements underand this may happen again. Important factors that could cause actual results to differ include, but are not limited to, the PSLRA does not apply to companies that issue penny stocks. Accordingly,risks discussed in “Risk Factors” and the safe harbor for forward looking statements under the PSLRA is not currently available to us because we may be considered to be an issuer of penny stock.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;
·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. 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 latest Annual Report that has been filled on Form 10-K filed on June 28, 2018.10-K.

 

17

Overview

We are an online travel agency, sometimes referredLast Mile Commerce and Connectivity aggregator that delivering the product and services to as an OTA, that offers travel reservations and related travel services and products to travel agentsoffline consumer using service agent network in India through our website, www.tripborn.com.www.tripborn.com. 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, 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, and Micro ATM products. We serve over 7,613approximately 6,534 business agents across Indian states.

India. We are a holding company incorporated in Delaware in 2010. Deepak Sharma,plan to expand our presidentpresence throughout pan-India as opportunities present, with an immediate focus on the states of Gujarat, Maharashtra, Rajasthan, Delhi, Bihar, Jharkhand, Orissa, and director, formed our operating subsidiary, Sunalpha Green Technologies Private Limited, under the laws of the Republic of India in 2010. Sunalpha commenced operationsMadya Pradesh and South India. Sometimes we also referred as an OTA in India in February 2014.

Prior to acquiring Sunalpha in December 2015, we operated as a shell company with nominal or no assets or operations. We were known as PinstripesNYC, Inc. until January 2016. We filed reports as PinstripesNYC, Inc. with the SEC under the Exchange Act from August 2010 until we terminated our registration under the Exchange Act in May 2013. Our fiscal year ends on March 31. We refer to the fiscal year ended March 31, 2019 as fiscal 2019Online Travel Agency (“OTA”), that offers travel reservations and the fiscal year ended March 31, 2018 as fiscal 2018.

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

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

 

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

 

 

Historical Operations and OutlookCorporate History

 

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

On December 14, 2015, a PinstripesNYC, Inc. (the “Registrant”) executed an agreement and Plan of Merger (the, “Agreement”) with Sunalpha Green Technologies Private Limited. (the, “Sunalpha”) registered under the Company Act of 1956, India with principle office located at 812, Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat, India 380 015.

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

For accounting purposes, Sunalpha was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, Sunalpha’s assets, liabilities, and results of operations are the historical consolidated financial statements of the Company and Company’s assets, liabilities and results of operations are consolidated with Tripborn Inc. effective as of the date of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

Since commencing operations as an OTA in February 2014, we have grown our business by initially processing a few transactions a day to processing approximately 9,000+ transactions per day in September 2018. In our fiscal year ended March 31, 2018 we processed 1,035,2061.0 million plus transactions and 16.9 million searches have been performed on our platform compared to 373,651 and 7.6 million as ofin March 31, 2017.2018. During fiscal 2018, we have experienced increased traffic on our website due to our efforts in marketing and branding. Our agent customers conducted more than 301,983 sessions with an average session time of more than 21 minutes.log in nearly 2,701 times per day in March 31, 2018. 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.

 

18

OPERATING METRICS

In November 2015,evaluating our business, we integrateduse operating metrics, including gross bookings and revenue margin. Gross bookings is a measure of total dollar volume of transactions that we process. This metric is an operating metric used by management, the Indian Railway reservation system intoinvestor community, and analysts who follow the travel industry to measure our online platform using complexmarket share and scalable technology tools. Previously, we provided rail ticketingto measure our scale and growth. We calculate revenue margin as revenue as a percentage of gross bookings.

 Quarter Ended June 30
 20182017
   
Gross Bookings1$13,720,529$8,903,079
Revenue Margin20.7%1.2%

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

2Revenue margin is defined as revenue as a third-party supplier. Becoming a principle agent has resulted in and will continue to result in anpercentage of gross bookings

The increase in rail ticketing revenue associated with an increasegross bookings is driven primarily by increases in incentives, fees, associated with enrollingpenalty income, and surcharges paid by our travel agent customerscustomers. Revenue margin declined quarter over quarter due to price pressure on air ticketing 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 expandedlow margin rail ticketing services as well as an increase in legaloutpacing higher margin vacation and consulting expenses associated with becoming a reporting company with the SEC.hotel package offerings.

 

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

We expect to see an increase in bookings through our website and a corresponding increase in revenue in fiscal 2019 due to the recent expansion of our sales force and our expansion into the states of Maharashtra, Karnataka and Madya Pradesh. In fiscal 2019 we expect to expand into other neighboring states in India.

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

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

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

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

The Supreme Court has declared the India’s flagship Aadhaar Act, 2016 scheme as constitutionally is valid but struck down some of its provisions including its linking with bank accounts, mobile phones and other commercial use.The Supreme Court had in a landmark verdict in September restricted the use of Aadhaar authentication by private entities in the absence of a legal provision and has ensured stronger safeguards which will accelerate India’s digital journey.Certain technology solutions that is built around Aadhaar id now have to include additional documents for customer verification following the Supreme Court’s ruling on Aadhaar, which will force a jump in operational costs. This supreme court decision will have impact on number of transaction in the short term to mid term. 

RESULTS OF OPERATIONS

During the secondfirst quarter of fiscal year 2019, we continued to add new markets and add an increasing number of sales agents that offer our services. These changes drove an increase in our net revenues. Our costs of revenue and operating expenses increased as we expanded our market reach and drove the increase in net loss from operations.

 

  Second Quarter Ended
September 30,
  Six Months Ended
September 30,
 
  2018  2017  2018  2017 
Net revenue $90,974  $70,090  $192,757  $178,632 
                 
Cost of revenue  260   6,987   2,897   26,873 
                 
Gross profit  90,714   63,101   189,860   151,759 
                 
Operating expenses                
Selling, general, and administrative expenses  235,327   143,488   476,029   319,665 
Legal and consulting expenses  33,790   50,024   82,703   97,647 
                 
Income (loss) from operations  (178,403)  (130,409)  (368,872)  (265,553)
                 
Other income (expense)                
Depreciation and amortization  (84,185)  (80,643)  (167,751)  (199,547)
Interest income  62   164   144   164 
Interest expense  (47,709)  (9,095)  (95,034)  (69,589)
Total other income (expense)  (131,832)  (89,574)  (262,641)  (268,972)
                 
Income (loss) before income tax expense  (310,235)  (219,983)  (631,513)  (534,525)
Income tax benefit (expense)  65,149   78,529   132,617   170,529 
                 
Net income (loss) $(245,086) $(141,454) $(498,896) $(363,996)

  First Quarter Ended
June 30,
 
  2018  2017 
Net revenue $95,640  $108,542 
         
Cost of revenue  59,960   19,886 
         
Gross profit  35, 680   88,656 
         
Operating expenses        
     Selling, general, and administrative expenses  168,584   176,177 
     Legal and consulting expenses  45,871   47,623 
     Depreciation and amortization  39,284   118,904 
         
         
Income (loss) from operations  (218,059)  (254,048)
         
Other income (expense)        
         
     Other income  6,143   - 
     Interest income  82     
     Interest expense  (47,325)  (60,494)
         
Total other income (expense)  (41,100)  (60,494 
         
Income (loss) before income tax expense $(259,159) $(314,542)
     Income tax benefit  -   92,000 
         
Net income (loss) $(259,159) $(222,542)
         
Basic income (loss) per share $(0.00) $(0.00)
Diluted income (loss) per share $(0.00) $(0.00)
         
Basic weighted average number of shares  95,711,874   80,660,849 
Diluted weighted average number of shares  95,711,874   80,660,849 

SECOND QUARTER ENDED SEPTEMBER 30, 2018 COMPARED TO SECOND QUARTER ENDED SEPTEMBER 30, 2017

19

Revenue

Net revenues for the first quarter ended SeptemberJune 30, 2018 were $90,974$95,640 compared to $70,090$108,542 for the first quarter ended SeptemberJune 30, 2017. Revenue for the quarter ended SeptemberJune 30, 2018 consisted of $11,255$8,224 from air ticketing compared to $18,070$21,900 in the prior year quarter, $4,814$4,297 from rail ticketing compared to $4,467$8,896 in the prior year quarter, $282$0 from hotel booking compared to $819 in the prior year quarter, $2,728 from vacation packages compared to $7,121 in the prior year quarter, $6,392 from payment services compared to $5,962$18,873 in the prior year quarter, and $68,232$80,391 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $34,470$51,416 in the prior year. Revenue increaseddeclined by $20,884$6,759 in the current year quarter compared to the prior year quarter. The primary driver was the increase in incentives from our aggregators and suppliers, which was fueled by an increase in the number of transactions that were processed. This increase was offset by declines in air and rail ticketing, hotel booking, vacation packages, and payment services which declines resulted from increased competition for these services.

 

Cost of Revenues and Gross Profit

The cost of revenue for the secondfirst quarter ended SeptemberJune 30, 20182019 was $260$59,960 compared to $6,987$19,886 for the prior year quarter. The cost of revenue represents fees charged by our suppliers. The decreaseincrease in cost of revenue from the secondfirst quarter ended SeptemberJune 30, 2018 compared to the prior year quarter was primarily driven byre-classification of some of selling expenses for the increase in incentives from our aggregators and suppliers as no costs are associated with these incentives.quarter ended June 30, 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 first quarter ended SeptemberJune 30, 2018 was $90,714$35,680 compared to $63,101$88,656 for the prior year quarter. The $52,976 decrease is driven primarily by re-classification of some of selling expenses for the quarter ended SeptemberJune 30, 2017. The $27,613 increase is driven primarily2018 and by an increase in revenue anda decrease in costs to provideprovided revenue.

 

Operating Expenses

Total operating expenses for the first quarter ended SeptemberJune 30, 2018 were $269,117$253,739 compared to $193,512$342,704 for the prior year quarter. Our operating expenses include our sales and marketing, payroll and general and administrative costs, and the increase in these costs was driven by our increased headcount as we ramp up our operations. Included in our operating expenses is $33,790$45,871 in legal and consulting expenses associated with our operating as an Exchange Act reporting company, down from $50,024even with $47,623 in the prior year quarter.

 

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 developing an active trading market for our stock on the OTCQB Market.

 

SIX MONTHS ENDED SEPTEMBER 30, 2018 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 2017

Revenue

Net revenues for the six months ended September 30, 2018 were $192,757 compared to $178,632 for the six months ended September 30, 2017. Revenue for the six months ended September 30, 2018 consisted of $19,479 from air ticketing compared to $39,970 in the six months ended September 30, 2017, $9,111 from rail ticketing compared to $13,363 in the six months ended September 30, 2017, $0 from hotel booking compared to $819 in six months ended September 30, 2017, $3,010 from vacation packages compared to $25,994 in the six months ended September 30, 2017, $12,535 from payment services compared to $12,600 in the six months ended September 30, 2017, and $148,622 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $85,724 in the six months ended September 30, 2017. Revenue increased by $14,033 in the six months ended September 30, 2018 compared to the six months ended September 30, 2017. The primary driver was the increase in incentives from our aggregators and suppliers, which was fueled by an increase in the number of transaction that were processed. This increase was offset by declines in air and rail ticketing, hotel booking, and vacation packages which declines resulted from increased competition for these services.

Cost of Revenues and Gross Profit

The cost of revenue for the six months ended September 30, 2018 was $2,897 compared to $26,873 for the six months ended September 30, 2017. The cost of revenue represents fees charged by our suppliers. The decrease in cost of revenue from the six months ended September 30, 2018 compared to the six months ended September 30, 2017 was primarily driven by the increase in incentives from our aggregators and suppliers as no costs are associated with these incentives. 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 six months ended September 30, 2018 was $189,860 compared to $151,759 for the six months ended September 30, 2017. The $38,101 increase is driven primarily by an increase in revenue and a decrease in costs to provide revenue.

Operating Expenses

Total operating expenses for the six months ended September 30, 2018 were $558,732 compared to $417,312 for the six months ended September 30, 2017. Our operating expenses include our sales and marketing, payroll and general and administrative costs, and the increase in these costs was driven by our increased headcount as we ramp up our operations. Included in our operating expenses is $82,703 in legal and consulting expenses associated with our operating as an Exchange Act reporting company, down from $97,647 in the prior year period.

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 developing an active trading market for our stock on the OTCQB Market. 

LIQUIDITY AND CAPITAL RESOURCES

 

As of SeptemberJune 30, 2018, we had $891,370$805,657 in cash and cash equivalents, compared to $1,148,741$1,155,367 as of March 31, 2018. The $257,371$349,710 decrease in cash was driven by our operating loss and a use of working capital. As of SeptemberJune 30, 2018, we had a stockholders’ equitystockholder’s deficit of $36,298$999,368 compared to stockholder’s equitydeficit of $454,802$741,656 at March 31, 2018, which resulted from an increase in operating losses during the six monthsquarter ended SeptemberJune 30, 2018.

 

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

 

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

 

 Six Months Ended  Three Months Ended
 September 30, September 30,  June 30, June 30,
 2018  2017  2018 2017
Cash Provided by (Used in):            
Operating Activities $(266,803) $(201,857) $(340,244) $(80,924) 
Investing Activities  1,636  7,688  (396) 937 
Financing Activities  0   1,098,000  (10,518) 547,000 


 

 


Operating Activities: Net cash used by operations was $266,803$340,244 during the sixthree months ended SeptemberJune 30, 2018 compared to a cash use from operating activities of $201,857$80,924 during the same period in fiscal 2018.

The year-over-year increase in cash used by operations in each year is primarily the result of an increase in operating losses plus negative changes in net working capital (defined as current assets less current liabilities).

 

20

Investing Activities: During the sixthree months ended SeptemberJune 30, 2018, there was a cash provisionuse of $1,636$396 from investing activities compared to a cash provision of $7,688$937 in the same period in fiscal 2018. These cash uses represent net changes in property, plant, and equipment and intangible assets.

 

Financing Activities: During the sixthree months ended SeptemberJune 30, 2018, there was zero cash provided or used by financing activities compared to a $1,098,000547,000 cash provision in the same period in fiscal 2018. Cash generated during the sixthree months ended SeptemberJune 30, 2018 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.

 

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

 

We took the following steps during fiscal years 2017 and 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 continue to employ “on demand” procurement processes for travel products that we sell to our customers. We also continue our attempts to collect customer payments promptly based on their payment terms, which has helped us manage our working capital needs.

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

 

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

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

 

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

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

·We sold $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.

·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.

 

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

 Quarter Ended September 30,Six Months Ended September 30,
 2018201720182017
     
Gross Bookings126,692,459$6,320,23040,412,988$15,223,309
     
Revenue Margin20.34%1.1%0.48%1.2%

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

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

The increase in gross bookings is driven primarily by increases in incentives, fees, penalty income, and surcharges paid by our travel agent customers. Revenue margin declined quarter over quarter due to price pressure on air ticketing and low margin rail ticketing outpacing higher margin vacation and hotel package offerings.

OFF BALANCE SHEET ARRANGEMENTS

 

As of September 30, 2018, we hadThe 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.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Act of 1934, as amended, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, based on their evaluation of TripBorn’s disclosure controls and procedures as of SeptemberJune 30, 2018, have concluded that TripBorn’s disclosure controls and procedures are effective as of that date.

 

21

Changes in Internal Control Over Financial Reporting

 

During the quarter ended September 30, 2018, there were no changes in TripBorn’sAs a newly public company, we have not yet been required to provide a report of management’s assessment regarding internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, TripBorn’s internal control over financial reporting.

PART II.

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the risk factors as previously disclosed in our current Annual Report on Form 10-K for the year ended March 31, 2018 filed with the SEC on June 28, 2018.

 

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

 

NoneNone.

 

ITEM 5. OTHER INFORMATION

 

None.

 Effective November 12, 2018, Richard J. Shaw, Chief Financial Officer of the Company, resigned from his position as the Company’s Chief Financial Officer. Deepak Sharma, the Company’s President and Chief Executive Officer, assumed the additional role of Chief Financial Officer, and as such will become the Company’s principal financial and accounting officer, effective November 12, 2018. Mr. Sharma will not receive any additional compensation in connection with his additional role as Chief Financial Officer.Mr. Shaw has agreed to provide consulting services to the Company for a quarterly fee equal to $2,500.

Mr. Sharma has served as the Company’s President, Chief Executive Officer and a director since December 2015. He served as our Chief Financial Officer from December 2015 to May 2016. Mr. Sharma’s biographical and other information required to be disclosed hereunder is included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed with the Securities and Exchange Commission on June 29, 2018 and is incorporated herein by reference.

 

ITEM 6. EXHIBITS

 

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

 

22

SignatureSIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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:  November 14, 2018TripBorn, Inc.
  
 By:

/s/ DEEPAK SHARMA

TRIPBORN, INC.
   

Date: September 10, 2019

By:

/ S /    Deepak Sharma

  Name:

Deepak Sharma
Title:President & Chief Executive Officer Treasurer and Chief
Financial Officer  (Principal Executive, Financial and
Accounting Officer

Index

Pursuant to Exhibitsthe requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates.

 

Exhibit
Number
 Description
31.1 Certification of TripBorn, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
31.2 Certification of TripBorn, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
32.1 Certification of TripBorn, Inc. Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
32.2 Certification of TripBorn, Inc. Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
101.CAL XBRL Taxonomy Extension Calculation Linkbase
    
101.INS XBRL Instance Document
    
101.LAB XBRL Taxonomy Extension Label Linkbase
    
101.PRE XBRL Taxonomy Extension Presentation Linkbase
    
101.SCH XBRL Taxonomy Extension Schema Linkbase
    
101.DEF XBRL Taxonomy Extension Definition Linkbase

Signature

Title

/s/    Deepak Sharma

Deepak Sharma

Chief Executive Officer, President, and Director

(Principal Executive Officer)

/s/    Deepak Sharma

Deepak Sharma

Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/    Sachin Mandloi

Sachin Mandloi

Vice President and Director

 

 

*       Indicates a management contract or compensatory plan, contract or arrangement.SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

23

INDEX OF EXHIBITS

NumberExhibit Description

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

 

 

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