Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Aug. 09, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | TripBorn, Inc. | |
Entity Central Index Key | 1,498,232 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 95,711,874 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 108,542 | $ 94,242 |
Cost of revenue | 19,886 | 68,946 |
Gross profit | 88,656 | 25,296 |
Operating expenses | ||
Selling, general, and administrative expenses | 176,177 | 48,167 |
Legal and consulting expenses | 47,623 | 76,968 |
Income (loss) from operations | (135,144) | (99,839) |
Other income (expense) | ||
Depreciation and amortization | (118,904) | (49,504) |
Interest expense | (60,494) | (34,390) |
Total other income (expense) | (179,398) | (83,894) |
Income (loss) before income tax expense | (314,542) | (183,733) |
Income tax benefit (expense) | 92,000 | 53,688 |
Net income (loss) | $ (222,542) | $ (130,045) |
Basic income (loss) per share (in dollars per share) | $ 0 | $ 0 |
Diluted income (loss) per share (in dollars per share) | $ 0 | $ 0 |
Basic weighted average number of shares (in shares) | 80,660,849 | 76,804,914 |
Diluted weighted average number of shares (in shares) | 80,660,849 | 76,804,914 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Unaudited Condensed Consolidated Statements Of Comprehensive Income Loss | ||
Net income (loss) | $ (222,542) | $ (130,045) |
Other comprehensive income (loss), net of tax | ||
Unrealized foreign currency translation income/(loss) | (200) | 290 |
Other comprehensive income (loss), net of tax | (200) | 290 |
Comprehensive loss | $ (222,742) | $ (129,755) |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 983,520 | $ 516,707 |
Accounts receivable | 250,265 | 289,089 |
Other current assets | 307,016 | 294,203 |
Total current assets | 1,540,801 | 1,099,999 |
Property and equipment, net | 12,868 | 13,236 |
Intangible assets, net | 1,443,749 | 1,563,222 |
Deferred income taxes | 318,809 | 226,331 |
TOTAL ASSETS | 3,316,227 | 2,902,788 |
Current liabilities: | ||
Accounts payable | 122,563 | 175,748 |
Other current liabilities | 602,680 | 460,314 |
Total current liabilities | 725,243 | 636,062 |
Long term liabilities | ||
Loans payable - related party | 0 | 0 |
Convertible notes | 2,355,120 | 2,355,120 |
Total current and long term liabilities | 3,080,363 | 2,991,182 |
Stockholders' equity (deficit): | ||
Preferred stock $.0001 par value Authorized shares: 10,000,000 | 0 | 0 |
Common stock $.0001 par value Authorized shares: 200,000,000 Shares issued and outstanding: 80,794,914 and 78,971,581 | 8,080 | 7,898 |
Additional paid-in capital | 1,272,310 | 725,492 |
Accumulated other comprehensive income (loss) | 6,532 | 6,732 |
Retained earnings (deficit) | (1,051,058) | (828,516) |
Total stockholders' equity | 235,864 | (88,394) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,316,227 | $ 2,902,788 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 80,794,914 | 78,971,581 |
Common stock, outstanding | 80,794,914 | 78,971,581 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) (Unaudited) - 3 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Retained Earnings (Deficit) [Member] | Total |
Balance beginning at Mar. 31, 2017 | $ 7,898 | $ 725,492 | $ 6,732 | $ (828,516) | $ (88,394) |
Balance beginning (in shares) at Mar. 31, 2017 | 78,971,581 | 78,971,581 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock | $ 182 | 546,818 | $ 547,000 | ||
Issuance of common stock (in shares) | 1,823,333 | ||||
Other comprehensive income (loss) | (200) | (200) | |||
Net income (loss) | (222,542) | (222,542) | |||
Balance ending at Jun. 30, 2017 | $ 8,080 | $ 1,272,310 | $ 6,532 | $ (1,051,058) | $ 235,864 |
Balance ending (in shares) at Jun. 30, 2017 | 80,794,914 | 80,794,914 |
UNAUDITED CONDENSED CONSOLIDAT7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (222,542) | $ (130,045) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 118,904 | 49,504 |
Other comprehensive income (loss) | (200) | 290 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 38,824 | (70,533) |
Other current assets | (12,813) | 8,407 |
Deferred tax asset | (92,478) | (54,887) |
Accounts payable and accrued expenses | (53,185) | 39,715 |
Other current liabilities | 142,366 | 67,714 |
Net cash provided (used) by operating activities | (81,124) | (89,835) |
Cash flows from investing activities: | ||
Change in property and equipment | 368 | (5,148) |
Change in intangible assets | 569 | 7,488 |
Net cash used in investing activities | 937 | 2,340 |
Cash flows from financing activities: | ||
Increase in common stock | 182 | 0 |
Change in additional paid in capital | 546,818 | 0 |
Change in loan from shareholder | 0 | 0 |
Change in convertible notes | 0 | 0 |
Net cash provided (used) in financing activities | 547,000 | 0 |
Net increase (decrease) in cash and cash equivalents | 466,813 | (87,495) |
Cash and cash equivalents at beginning of period | 516,707 | 251,971 |
Cash and cash equivalents at end of period | 983,520 | 164,476 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Income tax payments | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and the Nature of Business TripBorn, Inc. (“TripBorn” or the “Company”) is a business to business online travel agency (“OTA”) that offers travel 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 was incorporated in Delaware in January 2010 and operated as a shell company with nominal or no assets or operations until December 2015 when it acquired substantially all of the outstanding common stock of its operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”). The Company has selected March 31 as its fiscal year end. TripBorn was known as PinstripesNYC, Inc. until January 2016. TripBorn filed reports as PinstripesNYC, Inc. with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (“Exchange Act”) On December 14, 2015, the Company acquired all of the outstanding shares of Sunalpha, which was was was was |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Accounting Policies These financial statements are prepared on the accrual basis of accounting 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 The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 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 in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing of the transaction on December 14, 2015. All significant related party accounts and transactions between the Company and Sunalpha have been eliminated upon consolidation. Revenue Recognition The Company provides travel products and services to leisure and corporate travelers in India and abroad. The revenue from rendering these services is recognized at the time when significant risk and rewards are transferred to the customer. This is generally the case: (1) on the date of departure for vacation packages, (2) on the date of check in for hotel booking business and (3) on the date of issuance for the sale of airline tickets. Revenue from the sale of airline tickets is recognized as an agent on a net commission earned basis, when the Company does not assume any performance obligation following the confirmation of the issuance of an airline ticket to the customer. In instances where the Company has procured coupons for Incentives from airlines are recognized when the performance obligations under the incentive programs are achieved. Revenue from hotel reservations, including commissions earned is recognized on a net basis as an agent, on the date of check-in, when the Company does not assume any performance obligation following the issuance of a hotel confirmation voucher to the customer. Where the Company has pre-booked hotel rooms for an anticipated future demand from customers and assumes the risk for unused hotel rooms, revenue from the sale of such hotel rooms is accounted for on the gross basis. Performance linked incentives from hotel bookings are recognized as income on achievement of performance obligations. Revenue from vacation packages, including income from airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as the Company is determined to be the primary obligor in the arrangement i.e., the Company bears the risks and responsibilities, including the responsibility for delivery of services. Revenue from our cash transfer product is recognized as an agent on a net commission earned basis, as the Company does not assume any performance obligation following the confirmation of the money transfer. Revenue from other sources, primarily comprising revenue from rail and bus ticket reservations is recognized as the services are performed. Revenue from rail and bus ticket reservations is recognized as an agent on a net commission earned basis, as the Company does not assume any performance obligation following the confirmation of the issuance of the ticket to the customer. Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event tickets are cancelled, revenue recognized with respect to commissions earned by the Company on such tickets is reversed and is netted against the revenue earned during the fiscal period, at the time the cancellation is made by the customer. In addition, a liability is recognized with respect to the refund due to the customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availment of services by the customer. Cost of Revenue Cost of revenue primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers and includes the procurement cost of hotel rooms and other services. Cost of revenue is the amount paid or accrued to procure 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. 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 nine accounts denominated in Indian Rupees. As of June 30, 2017 and 2016, the cash balance in financial institutions in India was USD $229,520 and $155,886, respectively. The transactions are undertaken in Indian Rupees and requires a f 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 billed to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. Intangible Assets Intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight line basis over the shorter of their useful or legal lives. Concentration 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. The Company maintains its cash in bank deposit accounts, which are not insured. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk related to its cash holdings. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting. US GAAP requires the Company’s management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company has concluded that as of March 31, 2017 and 2016 there are no material uncertain tax positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. The Company’s management believes that the Company’s income tax returns for the last three years remain subject to examination based on normal statutory periods subject to audits, notwithstanding any events or circumstances that may exist which could expand the open period. Foreign Currency Translation The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and 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). |
Change in Control Transaction
Change in Control Transaction | 3 Months Ended |
Jun. 30, 2017 | |
Change In Control Transaction | |
Change in Control Transaction | 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 from a bargain purchase. |
Acquisition of Sunalpha Green T
Acquisition of Sunalpha Green Technologies Private Limited | 3 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Sunalpha Green Technologies Private Limited | 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 in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing date of the transaction. |
Increase in Authorized Shares
Increase in Authorized Shares | 3 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Increase in Authorized Shares | 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and Equipment consists of the following as of June 30 and March 31, 2017. The property and equipment listed below are recorded in the books of Sunalpha. June 30, 2017 March 31, 2017 Computer $ 21,551 $ 20,782 Furniture and Fixture 4,138 4,138 Office Equipment 6,538 5,768 Software License 768 244 Total 32,995 30,933 Accumulated depreciation (20,127 ) (17,697 ) Fixed assets, net $ 12,868 $ 13,236 Depreciation expense for the quarters ended June 30, 2017 and 2016 is $1,604, and $1,645 , |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets consist of the following as of June 30 and March 31, 2017: June 30, 2017 March 31, 2017 API Access $ 130,850 $ 129,876 Software 1,651,000 1,651,000 Total 1,781,850 1,780,876 Accumulated amortization (338,101 ) (217,654 ) Intangible assets, net $ 1,443,749 $ 1,021,226 Amortization expense for the quarters ended June 30, 2017 and 2016 was $117,300 and $47,859, respectively. Estimated amortization for the years ended March 31, 2018 – 2022: Years ended March 31 2018 2019 2020 2021 2022 Estimated amortization expense $ 256,946 $ 342,594 $ 342,594 $ 342,594 $ 116,644 Intangible assets consist 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. |
Tax Recovery Charges
Tax Recovery Charges | 3 Months Ended |
Jun. 30, 2017 | |
Tax Recovery Charges | |
Tax Recovery Charges | 8 . Tax Recovery Charges The Company through its internet-based platform, facilitates the purchase of travel products and services from third party travel service providers. The Company incurs service taxes at specified rates on the services it acquires from the travel service providers. The Company charges service taxes at specified rates on sales of travel and travel related products to clients. The net difference of the amount paid while acquiring services and collected while selling the services are remitted to taxing authorities ("tax recovery charge"). As of June 30, 2017, the Company has a balance with the tax authority to offset future service tax dues. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”) prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock (the “Sharma 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 the Company $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock (the “Mandloi 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 with the Software Agreement described in Note 7 above, Arna, wholly owned by the Company’s president, loaned the Company $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock (the “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. On September 23, 2016, we entered into a software development agreement with Takniki Communications to further develop and enhance our online transaction platform, Travelcord. Pursuant to this software development agreement, we agreed to pay a fee of $695,000 upon delivery of enhanced software, which occurred on December 31, 2016. The Company paid for the software development by issuing a convertible promissory note in the principal amount of $695,000 to Takniki Communications with a maturity date of December 31, 2019, and bearing interest at a rate of 10%. The principal amount of this note is convertible into 10,303,070 shares of our common stock at the noteholder’s option at maturity. In the event that the Company completes an Uplist Transaction prior to the December 31, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 10,303,070 shares of common stock (the “Takniki Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Takniki will have the option to receive full payment of the outstanding principal balance or the 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. ii. Loans Payable - Related Party Loans payable – related party include advances of $21,457 and $2,501 provided by Arna and Mr. Sharma, respectively. These advances were provided to the Company to meet certain operating expenses. These loans were repaid on July 11, 2016. iii. Guarantee Deposits of the Company’s President and Managing Director with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50,000 in favor of the International Air Transport Association (“IATA”) on behalf of Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2017. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 10 . Convertible Notes On February 8, 2016, the Company issued convertible promissory notes to three accredited investors’ in the aggregate principal amount of $350,000 pursuant to a note purchase agreement of the same date. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an Uplist Transaction, prior to the February 8, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of common stock (the “February 2016 Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholders will have the option to receive full payment of the outstanding principal balance or the February 2016 Note Shares each together with accrued unpaid interest paid in cash. The noteholders also will have the option to receive full payment of the outstanding principal or the February 2016 Note Shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note. On July 1, 2016, the Company issued convertible promissory notes to an accredited investor in the aggregate principal amount of $150,000 pursuant to a note purchase agreement dated February 8, 2016. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an Uplist Transaction, prior to the July 1, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 3,924,088 shares of common stock (the “July 2016 Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholder will have the option to receive full payment of the outstanding principal balance or the July 2016 Note Shares, each together with accrued unpaid interest paid in cash. The noteholder also will have the option to receive full payment of the outstanding principal or the July 2016 Note Shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Jun. 30, 2017 | |
Stockholders' equity (deficit): | |
Stockholder's Equity | 11. Stockholder’s Equity During the quarter ended June 30, 2017, the Company issued and sold 1,823,333 shares of the Company’s common stock, par value $0.0001 pursuant to a private placement. The purchase price per share was $0.30 resulting in aggregate proceeds of $547,000 to the Company. |
Income Tax
Income Tax | 3 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 12. 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 June 30, 2017 and March 31, 2017 were $318,809 and $226,331, 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 13 . New Accounting Pronouncements i. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date for ASU 2014-09 by one year. For public entities, the guidance in ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods), and for all other entities, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Preliminarily, the Company plans to adopt Topic 606 using the retrospective transition method, and is continuing to evaluate the impact its pending adoption of Topic 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time. ii. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and (9) Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim reporting periods within fiscal years beginning after December 15, 2019. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures. iii. In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 creates a new ASC 842 "Leases" to replace the previous ASC 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to the previous model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim reporting periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. iv In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control.” The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim reporting periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. v In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 14 . Net Income (Loss) Per Share A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: First Quarter Ended June 30, 2017 2016 Basic net income (loss) per share: Net income (loss) applicable to common shares $ (222,542 ) $ (130,045 ) Weighted average common shares outstanding 80,660,849 76,804,914 Basic net income (loss) per share of common stock $ (0.00 ) $ (0.00 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (222,542 ) $ (130,045 ) Weighted average common shares outstanding 80,660,849 76,804,914 Dilutive effects of convertible debt - - Weighted average common shares, assuming dilutive effect of convertible 80,660,849 76,804,914 Diluted net income (loss) per share of common stock $ (0.00 ) $ (0.00 ) Due to net loss, the shares of common stock underlying the convertible notes described in Notes 9 and 10 were not included in the calculation of diluted net loss per share, as they would have had an antidilutive effect. |
Commitments
Commitments | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 15 . 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, 2016, 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. Until December 8, 2015, the Company shared office space with Maxim Group LLC. The majority member of Maxim Group LLC is the sole stockholder of Maxim Kelyfos, LLC, which owned 93% of the Company’s common stock outstanding prior to the acquisition of Sunalpha by the Company. Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by a director of the Company on a rent-free basis. As of June 30, 2017 and 2016, the Company has not paid any rent. The Company is expected to pay market rate rent once the Company is profitable. The Company has leased office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations of the Company are being undertaken from the new premises. The Company will pay approximately $1,260 per month pursuant to the lease agreement. The Company entered into a consulting agreement effective May 24, 2016 with LogiCore Strategies, LLC (“LogiCore”), pursuant to which Richard J. Shaw serves as the Company’s Chief Financial Officer. The Company compensates LogiCore for Mr. Shaw’s time at an annual rate of $60,000. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16 . Subsequent Events Since June 30, 2017, the Company has closed on the sale of an aggregate of 1,836,668 shares of the Company’s common stock pursuant to subscription agreements with a total of 7 investors, resulting in aggregate proceeds to the Company of $551,000. On July 15 and 16, 4 convertible note holders, described in Note 10, above, elected to convert an aggregate of $500,000 of convertible debt into 13,080,294 shares of the Company’s stock. $42,372 of accrued and unpaid interest will be paid to these note holders. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies These financial statements are prepared on the accrual basis of accounting 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 | Basis of Presentation The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 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 in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing of the transaction on December 14, 2015. All significant related party accounts and transactions between the Company and Sunalpha have been eliminated upon consolidation. |
Revenue Recognition | Revenue Recognition The Company provides travel products and services to leisure and corporate travelers in India and abroad. The revenue from rendering these services is recognized at the time when significant risk and rewards are transferred to the customer. This is generally the case: (1) on the date of departure for vacation packages, (2) on the date of check in for hotel booking business and (3) on the date of issuance for the sale of airline tickets. Revenue from the sale of airline tickets is recognized as an agent on a net commission earned basis, when the Company does not assume any performance obligation following the confirmation of the issuance of an airline ticket to the customer. In instances where the Company has procured coupons for airline tickets in advance for an anticipated future demand from customers, and assumes the risk of loss for tickets not used, the revenue from the sale of such airline tickets is accounted for on the gross basis. Incentives from airlines are recognized when the performance obligations under the incentive programs are achieved. Revenue from hotel reservations, including commissions earned is recognized on a net basis as an agent, on the date of check-in, when the Company does not assume any performance obligation following the issuance of a hotel confirmation voucher to the customer. Where the Company has pre-booked hotel rooms for an anticipated future demand from customers and assumes the risk for unused hotel rooms, revenue from the sale of such hotel rooms is accounted for on the gross basis. Performance linked incentives from hotel bookings are recognized as income on achievement of performance obligations. Revenue from vacation packages, including income from airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as the Company is determined to be the primary obligor in the arrangement i.e., the Company bears the risks and responsibilities, including the responsibility for delivery of services. Revenue from our cash transfer product is recognized as an agent on a net commission earned basis, as the Company does not assume any performance obligation following the confirmation of the money transfer. Revenue from other sources, primarily comprising revenue from rail and bus ticket reservations is recognized as the services are performed. Revenue from rail and bus ticket reservations is recognized as an agent on a net commission earned basis, as the Company does not assume any performance obligation following the confirmation of the issuance of the ticket to the customer. Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event tickets are cancelled, revenue recognized with respect to commissions earned by the Company on such tickets is reversed and is netted against the revenue earned during the fiscal period, at the time the cancellation is made by the customer. In addition, a liability is recognized with respect to the refund due to the customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availment of services by the customer. |
Cost of Revenue | Cost of Revenue 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 procure 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 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 | Use of Estimates The preparation of financial statements in US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate to, accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes. |
Cash and Cash Equivalents | 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 nine accounts denominated in Indian Rupees. As of June 30, 2017 and 2016, the cash balance in financial institutions in India was USD $229,520 and $155,886, 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 | 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 billed to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. |
Intangible Assets | Intangible Assets Intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight line basis over the shorter of their useful or legal lives. |
Concentration of Credit Risk | Concentration 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. The Company maintains its cash in bank deposit accounts, which are not insured. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk related to its cash holdings. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting. US GAAP requires the Company’s management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company has concluded that as of March 31, 2017 and 2016 there are no material uncertain tax positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. The Company’s management believes that the Company’s income tax returns for the last three years remain subject to examination based on normal statutory periods subject to audits, notwithstanding any events or circumstances that may exist which could expand the open period. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and 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). |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and Equipment consists of the following as of June 30 and March 31, 2017. The property and equipment listed below are recorded in the books of Sunalpha. June 30, 2017 March 31, 2017 Computer $ 21,551 $ 20,782 Furniture and Fixture 4,138 4,138 Office Equipment 6,538 5,768 Software License 768 244 Total 32,995 30,933 Accumulated depreciation (20,127 ) (17,697 ) Fixed assets, net $ 12,868 $ 13,236 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following as of June 30 and March 31, 2017: March 31, 2017 March 31, 2017 API Access $ 130,850 $ 129,876 Software 1,651,000 1,651,000 Total 1,781,850 1,780,876 Accumulated amortization (338,101 ) (217,654 ) Intangible assets, net $ 1,443,749 $ 1,021,226 |
Schedule of estimated amortization | Estimated amortization for the years ended March 31, 2018 – 2022: Years ended March 31 2018 2019 2020 2021 2022 Estimated amortization expense $ 256,946 $ 342,594 $ 342,594 $ 342,594 $ 116,644 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of computing basic and diluted net income per share | A reconciliation of net loss and weighted average shares used in computing basic and diluted net income per share is as follows: First Quarter Ended June 30, 2017 2016 Basic net income (loss) per share: Net income (loss) applicable to common shares $ (222,542 ) $ (130,045 ) Weighted average common shares outstanding 80,660,849 76,804,914 Basic net income (loss) per share of common stock $ (0.00 ) $ (0.00 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (222,542 ) $ (130,045 ) Weighted average common shares outstanding 80,660,849 76,804,914 Dilutive effects of convertible debt - - Weighted average common shares, assuming dilutive effect of convertible 80,660,849 76,804,914 Diluted net income (loss) per share of common stock $ (0.00 ) $ (0.00 ) |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Sunalpha Green Technologies Private Limited [Member] | ||
Cash | $ 229,520 | $ 155,886 |
Change in Control Transaction (
Change in Control Transaction (Details Narrative) - USD ($) | Dec. 08, 2015 | Jun. 30, 2017 |
Number of shares issued, value | $ 547,000 | |
Arna Global LLC ("Arna") and Maxim Kelyfos, LLC [Member] | ||
Ownership percentage | 93.00% | |
Arna Global LLC ("Arna") [Member] | ||
Number of shares issued | 71,428,570 | |
Number of shares issued, value | $ 95,500 |
Increase in Authorized Shares (
Increase in Authorized Shares (Details Narrative) - shares | Jan. 13, 2016 | Jun. 30, 2017 | Mar. 31, 2017 |
Stockholders' Equity Note [Abstract] | |||
Revised common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Previously common stock, authorized | 100,000,000 | ||
Former entity registered name | PinstripesNYC. Inc |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 32,995 | $ 30,933 |
Accumulated depreciation | (20,127) | (17,697) |
Fixed assets, net | 12,868 | 13,236 |
Computer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 21,551 | 20,782 |
Furniture and Fixture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 4,138 | 4,138 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 6,538 | 5,768 |
Software License [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 768 | $ 244 |
Property and Equipment (Detai32
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,604 | $ 1,645 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,781,850 | $ 1,780,876 |
Accumulated amortization | (338,101) | (217,654) |
Intangible assets, net | 1,443,749 | 1,563,222 |
Application Programming Interface (API) Access [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 130,850 | 129,876 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,651,000 | $ 1,651,000 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 256,946 |
2,019 | 342,594 |
2,020 | 342,594 |
2,021 | 342,594 |
2,022 | $ 116,644 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Sep. 23, 2016 | Dec. 16, 2015 | Jun. 30, 2017 | Jun. 30, 2016 |
Amortization expense | $ 117,300 | $ 47,859 | ||
2016 Software Development Agreement [Member] | Takniki Communications [Member] | ||||
Due to related party | $ 695,000 | |||
2016 Software Development Agreement [Member] | Convertible Promissory Notes [Member] | Takniki Communications [Member] | ||||
Debt principal amount | $ 695,000 | |||
Conversion of convertible promissory note | 10,303,070 | |||
Arna Global LLC ("Arna") [Member] | Convertible Promissory Notes [Member] | ||||
Payment to acquire intangible asset | $ 956,000 | |||
Arna Global LLC ("Arna") [Member] | Software Agreement [Member] | Ownership And Development Rights [Member] | Travelcord [Member] | ||||
Payment to acquire intangible asset | $ 956,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 23, 2016 | Mar. 08, 2016 | Jun. 30, 2017 | Mar. 31, 2017 |
Loans payable - related party | $ 0 | $ 0 | ||
2016 Software Development Agreement [Member] | Takniki Communications [Member] | ||||
Payments for software | $ 695,000 | |||
Mr. Deepak Sharma [Member] | ||||
Loans payable - related party | 2,501 | |||
Arna Global LLC ("Arna") [Member] | ||||
Loans payable - related party | $ 21,457 | |||
President and Managing Director [Member] | IndusInd Bank Ltd [Member] | ||||
Guaranteed claim amount | $ 50,000 | |||
10% Convertible Promissory Notes Due March 7, 2019 [Member] | Mr. Deepak Sharma [Member] | ||||
Debt principal amount | $ 156,407 | |||
Number of shares issued upon debt conversion | 3,432,234 | |||
10% Convertible Promissory Notes Due March 7, 2019 [Member] | Mr. Mandloi [Member] | ||||
Debt principal amount | $ 38,076 | |||
Number of shares issued upon debt conversion | 835,552 | |||
10% Convertible Promissory Notes Due March 7, 2019 [Member] | Arna Global LLC ("Arna") [Member] | Software Agreement [Member] | ||||
Debt principal amount | $ 956,000 | |||
Number of shares issued upon debt conversion | 21,194,381 | |||
Convertible Promissory Notes [Member] | 2016 Software Development Agreement [Member] | Takniki Communications [Member] | ||||
Debt principal amount | $ 695,000 | |||
Conversion of convertible promissory note | 10,303,070 | |||
Promissory note interest rate | 10.00% |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - Note Purchase Agreement [Member] - USD ($) | Jul. 01, 2016 | Feb. 08, 2016 |
6% Convertible Promissory Notes Due February 8, 2019 [Member] | Three Accredited Investors [Member] | ||
Debt principal amount | $ 350,000 | |
Number of shares issued upon debt conversion | 9,156,206 | |
6% Additional Convertible Promissory Note Due July 1, 2019 [Member] | One Accredited Investors [Member] | ||
Debt principal amount | $ 150,000 | |
Number of shares issued upon debt conversion | 3,924,088 |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | |
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Number of shares issued, value | $ 547,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 1,823,333 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Purchase price (in dollars per share) | $ 0.30 | |
Number of shares issued, value | $ 547,000 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes, net | $ 318,809 | $ 226,331 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Basic net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (222,542) | $ (130,045) |
Weighted average common shares outstanding | 80,660,849 | 76,804,914 |
Basic net income (loss) per share of common stock | $ 0 | $ 0 |
Diluted net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (222,542) | $ (130,045) |
Weighted average common shares outstanding | 80,660,849 | 76,804,914 |
Dilutive effects of convertible debt | ||
Weighted average common shares, assuming dilutive effect of convertible debt | 80,660,849 | 76,804,914 |
Diluted net income (loss) per share of common stock | $ 0 | $ 0 |
Commitments (Details Narrative)
Commitments (Details Narrative) | May 24, 2016USD ($) | Mar. 01, 2016USD ($) | Jun. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($) | Dec. 08, 2015 |
INDIA (Ahmedabad City) [Member] | |||||
Term of leases | 5 years | ||||
Rent expense per month | $ 1,260 | ||||
Maxim Group LLC [Member] | |||||
Ownership percentage | 93.00% | ||||
Director [Member] | |||||
Office space | ft² | 2,455 | ||||
Application Programming Interface (API) Agreement [Member] | Indian Railway Catering and Tourism Corporation [Member] | |||||
Maintenance fee | $ 7,500 | $ 8,600 | |||
Consulting Agreement [Member] | LogiCore Strategies, LLC (LogiCore) [Member] | Mr. Richard J. Shaw [Member] | |||||
Annual rate | $ 60,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 16, 2017USD ($)shares | Jan. 30, 2017USD ($)Investorshares | Jul. 14, 2017Investor |
Subscription Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Number of common stock sold | shares | 1,836,668 | ||
Number of investor | Investor | 7 | ||
Proceeds from sale stock | $ 551,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Conversion of debt | $ 500,000 | ||
Conversion of debt, shares | shares | 13,080,294 | ||
Accrued and unpaid interest | $ 42,372 | ||
Subsequent Event [Member] | Note Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Number of Investors | Investor | 3 |