Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Nov. 25, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | TripBorn, Inc. | |
Entity Central Index Key | 0001498232 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Entity File Number | 333-210821 | |
Current Fiscal Year End Date | --03-31 | |
Entity Reporting Status Current | No | |
Entity Interactive Data Current | No | |
Entity Incorporation, State or Country Code | DE | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 132,932,159 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,358,902 | $ 1,230,012 |
Accounts receivable, net, and unbilled revenue | 1,275,350 | 178,492 |
Due from related parties | 951,521 | 14,364 |
Other current assets | 1,242,181 | 570,571 |
Total current assets | 4,827,954 | 1,993,439 |
Non current assets: | ||
Operating lease, right-of-use assets, net | 8,335,384 | |
Goodwill | 936,788 | |
Intangible assets, net | 2,309,043 | 362,717 |
Property and equipment, net | 1,707,019 | 12,247 |
Other noncurrent assets | 1,705,203 | 48,956 |
TOTAL ASSETS | 19,821,391 | 2,417,359 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,094,061 | 310,130 |
Local duties and taxes | 1,003,166 | |
Due to related parties | 909,610 | 13,828 |
Loans and convertible notes due to related parties | 1,224,323 | 1,838,157 |
Interest payable (includes $560,390 and $508,531 due to related parties, respectively) | 592,988 | 536,073 |
Salaries and benefits | 459,661 | |
Loans due within one year with third parties | 467,222 | |
Other current liabilities | 864,045 | 548,141 |
Total current liabilities | 7,615,076 | 3,246,329 |
Long term liabilities: | ||
Long term portion of operating lease liabilities | 8,233,283 | |
Long term loans and convertible notes | 371,571 | 250,000 |
Other non-current liabilities | 706,664 | |
Total current and long-term liabilities | 16,926,594 | 3,496,329 |
Commitments and contingencies (Note 13) | ||
Preferred stock $.0001 par value Authorized shares: 10,000,000, none issued and none outstanding | ||
Common stock $.0001 par value Authorized shares: 200,000,000 Shares issued and outstanding: 127,631,842 and 97,190,435 | 12,763 | 9,719 |
Additional paid in capital | 5,670,358 | 3,227,452 |
Accumulated deficit | (4,782,894) | (4,355,630) |
Accumulated other comprehensive income | 55,587 | 39,489 |
TOTAL TRIPBORN, INC STOCKHOLDERS' EQUITY / (DEFICIT) | 955,814 | (1,078,970) |
Noncontrolling interest in consolidated entity (Note 1) | 1,938,983 | |
Total equity (deficit) | 2,894,797 | (1,078,970) |
TOTAL LIABILITIES AND EQUITY | $ 19,821,391 | $ 2,417,359 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Interest payable due to related parties | $ 560,390 | $ 508,531 |
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 | 127,631,842 | 97,190,435 |
Common stock, outstanding | 127,631,842 | 97,190,435 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||
Net revenues | $ 1,825,858 | $ 95,640 |
Cost of revenue and expenses | ||
Cost of revenue | 1,432,305 | 59,960 |
Selling, general, and administrative expenses | 597,428 | 168,584 |
Legal and consulting expenses | 106,067 | 45,871 |
Depreciation and amortization | 134,334 | 39,284 |
Total Cost of revenue | 2,270,134 | 313,699 |
Loss from operations | (444,276) | (218,059) |
Other income (expense) | ||
Other income | 30,983 | 6,143 |
Interest income | 6,204 | 82 |
Interest expense | (155,666) | (47,325) |
Total other expense | (118,479) | (41,100) |
Loss before income taxes | (562,755) | (259,159) |
Income taxes | ||
Net loss | (562,755) | (259,159) |
Net loss attributable to noncontrolling interests | (135,491) | |
Net loss attributable to TripBorn, Inc | $ (427,264) | $ (259,159) |
Net loss per common share: | ||
Basic loss per common share attributable to TripBorn, Inc. | $ 0 | $ 0 |
Diluted loss per common share attributable to TripBorn, Inc. | $ 0 | $ 0 |
Weighted-average common shares outstanding: | ||
Basic weighted-average number of shares | 97,605,456 | 95,711,874 |
Diluted weighted-average number of shares | 97,605,456 | 95,711,874 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (562,755) | $ (259,159) |
Less net loss attributable to noncontrolling interests | (135,491) | |
Net loss attributable to TripBorn, Inc | (427,264) | (259,159) |
Currency translation adjustment | 37,239 | 1,447 |
Currency translation adjustment attributable to noncontrolling interests | (21,141) | |
Currency translation adjustment attributable to TripBorn, Inc | 16,098 | 1,447 |
Comprehensive loss | (525,516) | (257,712) |
Less comprehensive loss attributable to noncontrolling interests | (114,350) | |
Comprehensive loss attributable to TripBorn, Inc | $ (411,166) | $ (257,712) |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENT OF EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Common Stock [Member] | Additional paid in capital [Member] | Accumulated other comprehensive income [Member] | Accumulated deficit [Member] | TripBorn Inc stockholders' equity (deficit) [Member] | Noncontrolling interest [Member] | Total |
Balance beginning at Mar. 31, 2018 | $ 9,752 | $ 2,321,818 | $ 14,537 | $ (3,087,583) | $ (741,476) | $ (741,476) | |
Balance beginning (in shares) at Mar. 31, 2018 | 95,711,874 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Currency translation adjustment | 1,267 | 1,267 | 1,447 | ||||
Net loss | (259,159) | (259,159) | (259,159) | ||||
Balance ending at Jun. 30, 2018 | $ 9,752 | 2,321,818 | 15,984 | (3,346,742) | (999,368) | (999,368) | |
Balance ending (in shares) at Jun. 30, 2018 | 95,711,874 | ||||||
Balance beginning at Mar. 31, 2019 | $ 9,719 | 3,227,452 | 39,489 | (4,355,630) | (1,078,970) | $ (1,078,970) | |
Balance beginning (in shares) at Mar. 31, 2019 | 97,190,435 | 97,190,435 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued on purchase of subsidiary | $ 263 | 736,880 | 737,143 | $ 737,143 | |||
Common stock issued on purchase of subsidiary (in shares) | 2,632,653 | ||||||
Common stock and warrants issued for cash consideration | $ 78 | 542,532 | 542,610 | 542,610 | |||
Common stock and warrants issued for cash consideration (in shares) | 775,157 | ||||||
Common stock issued on exercise of warrants | $ 157 | 15,557 | 15,714 | 15,714 | |||
Common stock issued on exercise of warrants (in shares) | 1,571,430 | ||||||
Common stock issued on conversion of debt | $ 2,546 | 1,147,937 | 1,150,483 | 1,150,483 | |||
Common stock issued on conversion of debt (in shares) | 25,462,167 | ||||||
Noncontrolling interests arising on acquisition of subsidiary | 2,053,333 | 2,053,333 | |||||
Currency translation adjustment | 16,098 | 16,098 | 21,141 | 37,239 | |||
Net loss | (427,264) | (427,264) | (135,491) | (562,755) | |||
Balance ending at Jun. 30, 2019 | $ 12,763 | $ 5,670,358 | $ 55,587 | $ (4,782,894) | $ 955,814 | $ 1,938,983 | $ 2,894,797 |
Balance ending (in shares) at Jun. 30, 2019 | 127,631,842 | 127,631,842 |
CONSOLIDATED CONDENSED STATEM_4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (562,755) | $ (259,159) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 134,334 | 39,284 |
Stock based compensation | 25,723 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (480,294) | (107,219) |
Other current assets | 111,934 | (268,213) |
Accounts payable | (58,634) | 43,852 |
Other current liabilities | 1,199,970 | 211,211 |
Other non-current liabilities | (257,475) | |
Net cash used in operating activities | 112,803 | (340,244) |
Cash flows from investing activities | ||
Net cash paid on acquisition of subsidiary | (507,093) | |
Purchases of fixed assets | (51,865) | (396) |
Net cash used in investing activities | (558,958) | (396) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock and exercise of warrants | 558,325 | |
Repayment of convertible notes | (9,730) | (10,518) |
Net cash used in financing activities | 548,595 | (10,518) |
Effect of exchange rates changes on cash | 26,450 | 1,448 |
Net change in cash | 128,890 | (349,710) |
Cash | ||
Beginning of the period | 1,230,012 | 1,155,367 |
End of the period | 1,358,902 | 805,657 |
Cash paid during the period for: | ||
Interest paid | $ 92,586 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overview TripBorn, Inc. (“TripBorn” or the “Company”) is an eCommerce aggregator and a hospitality management company. An aggregator model is a form of eCommerce whereby our website, www.tripborn.com aggregates information from various travel and hospitality vendors and presents them to users on a single platform, to ease, facilitate, coordinate and effectuate consumer travel and hospitality needs. Our eCommerce Aggregator business segment operates through Sunalpha Green Technologies Private Limited (“Sunalpha”), a wholly owned subsidiary. Our hospitality business segment is comprised of our 51% equity interest in our subsidiary PRAMA Hotels and Resorts Private Limited (“PRAMA”), which was acquired on April 22, 2019, for aggregate consideration of $2,137,143. All of the Company’s net revenues are derived from operations in India. The unaudited consolidated financial statements include the accounts and transactions of the Company; its wholly owned subsidiary, Sunalpha; its 51% owned subsidiary, PRAMA and an equity investee, PRAMA Canary Wharf Private Limited (“PCW”). Through PRAMA, the Company has a 29.575% equity interest in PCW, a non-trading company formed to develop a potential hotel in Bengaluru, India. The Company exercises significant influence over PCW but does not control the investee and the Company is not the primary beneficiary of the investee’s activities. PCW is accounted for using the equity method. All significant inter-company accounts and transactions are eliminated in consolidation. Acquisitions On April 22, 2019 the Company acquired a 51% equity interest in PRAMA for $2,137,143, consisting of $1,400,000 in cash and the issuance of 2,632,653 shares of common stock valued at $737,143. The Company has made acquisitions at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill due to the Company’s expectations of the synergies that will be realized by combining the businesses. These synergies include access to PRAMA’s hotel brands, customers and operations; use of the Company’s existing technology to expand sales of the acquired businesses; new operational and financial efficiencies of the acquired businesses to expand sales cost effectively for both business segments. Acquisitions will be accounted for by using the purchase method of accounting, and the acquired company’s results will be included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs have been recorded in selling, general and administrative expenses as incurred. The acquisition of PRAMA was treated as a business combination under U.S. GAAP. During the first quarter, we estimated the allocation of the purchase price to the assets acquired and liabilities assumed based on estimated fair value assessments. The allocation of the purchase price is preliminary pending the completion of various analyses and the finalization of estimates. During the measurement period, which is not to exceed one year from the acquisition date, additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary allocation may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates, and these adjustments may be significant. The following reflects our preliminary purchase price allocation: Fair Value Net cash $ 642,907 Acquired intangible assets at fair value 2,003,085 Investment in and receivable from equity investee 665,799 Right to use of assets 7,480,986 Property and equipment, net 1,684,360 Accounts receivable 616,564 Amounts due from related parties 661,128 Other current assets 1,353,687 Other non-current assets 990,449 Operating lease liabilities assumed (7,641,431 ) Accounts payable (1,292,260 ) Amounts due to related parties (704,646 ) Loans due within one year with third parties (574,021 ) Other current liabilities (1,654,116 ) Other non-current liabilities (978,803 ) Fair value of net assets acquired 3,253,688 Goodwill 936,788 Noncontrolling interests (2,053,333 ) Purchase consideration paid in cash and common stock $ 2,137,143 The following reflects the composition and timing of consideration: Fair Value Cash paid on closing on April 22, 2019 $ 1,150,000 Deposit paid on March 27, 2019, applied on closing on April 22, 2019 250,000 Gross cash paid on acquisition of PRAMA 1,400,000 Fair value of 2,632,653 common shares 737,143 Total consideration for 51% interest in PRAMA $ 2,137,143 The following reflects the net cash paid on acquisition of PRAMA in the quarter ended June 30, 2019: Fair Value Cash paid in quarter ended June 30, 2019 $ 1,150,000 Net cash on opening balance sheet of PRAMA (642,907 ) Net cash paid for 51% interest in PRAMA $ 507,093 Acquired intangible assets acquired are as follows: Fair value Useful life Trademarks $ 469,204 Indefinite Customer relationships 1,533,881 4-15 years Total intangible assets $ 2,003,085 During the quarter ended June 30, 2019, we recognized $936,788 in goodwill as the result of the acquisition of PRAMA, recorded within our Hospitality reporting segment. The revenues and earnings from PRAMA's operations that are included in the Consolidated Statement of Operations for the quarter ended June 30, 2019 is reflected in the Business segments note below. The Company recognized $1,693,738 in revenue and $276,512 in net loss before income taxes of the acquiree in the consolidated condensed statement of operations for the period April 22, 2019 through June 30, 2019. The revenue and net loss before taxes for the combined entity for the quarter ended June 30, 2019, as though the acquisition of PRAMA had occurred on April 1, 2019 was $2,259,644, and $674,729, respectively. The revenue and net loss before taxes for the combined entity for the quarter ended June 30, 2018, as though the acquisition of PRAMA had occurred on April 1, 2018 was $2,096,250, and $422,597, respectively. There were no material, nonrecurring pro forma adjustments directly attributable to the PRAMA acquisition, which were reported in the pro forma revenue and statement of operations or the consolidated condensed statement of operations. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Jun. 30, 2019 | |
Liquidity And Going Concern | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The Company has incurred net losses from operations since inception. The net loss for the quarter ended June 30, 2019 was $562,755 and the accumulated deficit was $4,782,894 as of June 30, 2019. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company’s cash requirements are primarily to fund operating losses, working capital, capital expenditures and the completion of acquisitions. Historically, the Company has met these cash needs by borrowings under notes, sales of shares and warrants and the cash balances acquired from subsidiary acquisitions. There can be no assurance that the Company will be able to borrow or sell securities in the future, which raises substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. The Company’s operations are subject to number of factors that can affect its operating results and financial conditions. Such factors include, but are not limited to: the continuous enhancement of the current products and services; marketing its new services; continuing to invest in new technologies; changes in domestic and foreign regulations; the price of, and demand for, the Company’s products and services and its ability to raise the capital to support its operations. The Company’s directors are confident that the Company will be able to issue new shares (see Subsequent Events note below), and extend the maturity date on its convertible notes which will provide the Company with sufficient funding to meet its obligations as they become due. The Company’s directors believe it is appropriate to prepare the financial statements on the going concern basis. However, in the event that the Company is not able to successfully complete the fundraising and extension referred to above, significant uncertainty would exist as to whether the Company and its subsidiaries will continue as going concerns and, therefore, whether they will realize their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim unaudited consolidated condensed financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") The accompanying condensed consolidated balance sheet as of March 31, 2019 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Form 10-K for the year ended March 31, 2019. As a result of the acquisition of PRAMA, during the quarter ended June 30, 2019, the Company made a change to its segment reporting structure which resulted in two segments 1) eCommerce Aggregator and 2) Hospitality. As a result, certain prior year amounts have been restated to conform to the current year’s presentation, that is they have been classified as relating to the eCommerce Aggregator business. These reclassifications had no effect on previously reported total net revenues, cost of revenues and other operating expenses, other expenses, net and net loss. Otherwise, we have not reclassified other prior-period amounts to conform to the current-period presentation. Certain columns and rows may not add due to the use of rounded numbers. Principles of Consolidation The consolidated financial statements include the accounts and transactions of the Company, its wholly owned subsidiary, Sunalpha and its subsidiary, PRAMA which the Company owns a 51% equity interest in. PRAMA was acquired on April 22, 2019. Through PRAMA, the Company has a 29.575% equity interest in PCW, which is accounted for under the equity method. All significant inter-company accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. Our significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software and income taxes. The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in an impairment charge. The Company has not recognized an impairment charge for the quarter ended June 30, 2019. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts. Topic 606 was effective as of April 1, 2018, for the Company, using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018. For revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following is a description of the Company’s principal activities, separated by reportable segments, from which the Company generates its revenue. eCommerce Aggregator revenues: Air, Rail and Bus Ticketing . Vacation Packages. Other Revenue. Hospitality Revenues: Hospitality Services. · Room revenue: Revenue from hotel operations where customers book rooms and banquets/conference rooms is recognized based on the period for which the customer completes the transaction (i.e. the stayed night occurs or a deposit cancellation provision elapses). Payment is typically received upon check-out. For room revenue, the Company recognizes revenue over time. · Food & beverages revenue: The Company provides food and beverages that customer consumes as they are provided. The performance obligation is satisfied at point in time. The Company recognizes revenue at the time of sale only. · Management Fees from Operation & Maintenance Properties: Revenue under management contracts is recognized on the attainment of certain financial results, primarily operating earnings, as specified in each contract. Management fees are typically billed and paid monthly. A time-elapsed output method is used to measure progress and provides a faithful depiction of the transfer of services to the customer as the value transferred to the customer is substantially the same over time. Fees are variable with the uncertainty of base fees being resolved monthly and the uncertainty of incentive fees being resolved annually. These fees are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. Practical expedients . The Company has elected the practical expedient to not disclose revenue related to remaining performance obligations that are part of a contract with an original expected duration of one year or less, and to not consider the effects of significant financing components in the transaction price when the duration of financing is one year or less. The Company has elected certain of the optional exemptions from the disclosure requirement for the remaining performance obligations for specific situations in which an entity need not estimate variable consideration. Cost of Revenues Cost of revenue is the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides with the recognition of the corresponding revenue. Other operating expenses Other operating expenses includes Selling, general and administrative expenses, Legal and consulting expenses and Depreciation and amortization. Selling, general and administrative expenses include, direct operating expenses, general and administrative expenses such as business promotion costs, utilities, rent, payroll, which are recognized on an accrual basis. Legal and consulting expenses are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with maturity of three months or less, to be cash equivalents. The Company maintains its cash in bank accounts in the U.S. and India, which at times may not be covered by, or exceed the coverage limit of the Deposit Insurance and Credit Guarantee Corporation of India. The Company does not believe that this results in significant credit risk. As of June 30, 2019, and 2018, the cash balance in financial institutions in India was $859,189 and $360,210, respectively. Receivables and Credit Policies Accounts receivable are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. The Company does not accrue interest on past due receivables. The Company performs periodic analyses of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. Intangible Assets Intangible assets with indefinite useful lives consist exclusively of trademarks and are tested for impairment annually, or whenever events or indicators of impairment occur between annual impairment tests. Management expects to use the trademarks indefinitely. Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives. Intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The fair value of the trade names is determined using a discounted cash flow analysis based on the relief-from-royalty approach. The relief-from-royalty approach is an income approach that utilizes certain market information by reference to the amount of royalty income we could generate if the trade names were licensed, in an arm’s length transaction, to a third party. Based on a comparison of our trade names to the guideline transactions, including an assessment of industry conditions, the age of the trademark/trade name, degree of consumer recognition and life cycle of the brand, a reasonable royalty rate is estimated for the trade names. The principal factors used in the discounted cash flow analysis requiring judgment are the projected net sales, discount rate, royalty rate and terminal value assumptions. Goodwill Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics. The reporting units are aligned with our reporting segments. Goodwill is not amortized, but the Company tests goodwill for impairment each year or more frequently should facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with a quantitative assessment. The quantitative assessment involves calculating an estimated fair value of each reporting unit based on projected future cash flows and comparing the estimated fair values of the reporting units to their carrying amounts, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, including goodwill, no impairment is recognized. However, if the carrying amount of a reporting unit, including goodwill, exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, limited to the total goodwill balance of the reporting unit. We have not recognized any impairment on goodwill during the quarter ended June 30, 2019. Impairment of Long-lived Assets The Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. Business Combinations When acquiring other businesses or participating in mergers or joint ventures in which we are deemed to be the acquirer, we generally recognize identifiable assets acquired, liabilities assumed and any noncontrolling interests at their acquisition date fair values, and separately from any goodwill that may be required to be recognized. Goodwill, when recognizable, would be measured as the excess amount of any consideration transferred, which is generally measured at fair value, over the acquisition date fair values of the identifiable assets acquired and liabilities assumed. On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recorded at their fair values. The acquiree's results of operations are also included in our consolidated results as of the date of acquisition. Intangible assets that arise from contractual/legal rights or are capable of being separated are measured and recorded at fair value and amortized over the estimated useful life. Accounting for such transactions requires us to make significant assumptions and estimates. These include, among others, any estimates or assumptions that may be made for the amounts of future cash flows that will result from any identified intangible assets, the useful lives of such intangible assets, the amount of any contingent liabilities, including contingent consideration, to record at the time of the acquisition and the fair values of any tangible assets acquired and liabilities assumed. Although we believe any estimates and assumptions, we make to be reasonable and appropriate at the time they are made, unanticipated events and circumstances may arise that affect their accuracy, causing actual results to differ from those estimated by us. Foreign Currency Translation The Company translates the foreign currency financial statements into U.S. Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC 830, Foreign Currency Matters. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). Earnings and Loss per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. Promotion and Advertising Expense We incur advertising expense consisting of offline costs, including newspaper and media advertising, and online advertising expense to promote our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., newspaper, short message service (“SMS”) or email campaign) as incurred each time the advertisement or promotion is performed. Promotion and Advertising expense was $84,906 for the quarter ended June 30, 2019, compared to $38 for the quarter ended June 30, 2018. This increase in Promotion and Advertising expenses is due to the acquisition of PRAMA. Stock-Based Compensation The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of 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. During the quarter ended June 30, 2019 and June 30, 2018, $25,723 and $0 was recognized in legal and consulting expenses in the Consolidated Condensed Statements of Operations, respectively, as a result of an agreement for consulting services. Leases On April 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating prior periods. Results and disclosure requirements for reporting periods beginning after April 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840. The Company elected the package of practical expedients permitted under the transition guidance, which allowed for the carryforward of historical lease classification, on whether a contract was or contains a lease, and of the assessment of initial direct costs for any leases that existed prior to April 1, 2019. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The adoption did not impact our beginning or prior period consolidated condensed balance sheets, statement of equity / (deficit), statement of operations and statement of cash flows. Under Topic 842, the Company determines if an arrangement is a lease and classifies that lease as either an operating or finance lease at inception. If an arrangement is a lease or contains a lease, we then determine whether the lease meets the criteria of a finance lease or an operating lease. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, only payments that are fixed and determinable at the time of commencement are considered. As the rate implicit in certain of the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The right-of-use asset is recognized at the amount of the lease liability with certain adjustments, if applicable. These adjustments include lease incentives, prepaid rent, and initial direct costs. We reassess if an arrangement is or contains a lease upon modification of the arrangement. At the commencement date of a lease, we recognize a lease liability for contractual fixed lease payments and a corresponding right-of-use asset representing our right to use the underlying asset during the lease term. The lease liability is measured initially as the present value of the contractual fixed lease payments during the lease term. The lease term additionally includes renewal periods only if it is reasonably certain that we will exercise the options. Contractual fixed leases payments are discounted at the rate implicit in the lease when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the options will be exercised. Operating leases are included in Operating lease right-of-use assets Other current liabilities Operating lease liabilities, due after one year 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 statements. 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. Non Income Taxes The Company is subject to India Goods and Services Tax and other local duties and non-income taxes on its transactions in India. The Company collects such taxes from customers, and pays such taxes on applicable supplies and inputs, and remits the net amounts to the respective local tax authorities on an accrual basis. Equity-method Investments Through PRAMA, the Company has a 29.575% equity interest in PCW, a non-trading company formed to develop a potential hotel in Bengaluru, India. The Company exercises significant influence over PCW but does not control the investee and the Company is not the primary beneficiary of the investee’s activities. PCW is accounted for using the equity method. Equity investments are accounted for using the equity-method of accounting if the investment gives us the ability to exercise significant influence, but not control, over an investee. The total of our investments in equity-method investees, including identifiable intangible assets, deferred tax liabilities and goodwill, is included within “Other noncurrent assets” on our consolidated balance sheets. Our share of the earnings or losses as reported by equity-method investees, amortization of the related intangible assets, and related gains or losses, if any, are classified as “Equity-method investment activity, net of tax” on our consolidated statements of operations. Our share of the net income or loss of our equity-method investees may in the future include operating and non-operating gains and charges, which may have a significant impact on our reported equity-method investment activity and the carrying value of those investments. We regularly evaluate these investments, which are not carried at fair value, for other-than-temporary impairment. We record purchases, including incremental purchases, of shares in equity-method investees at cost. Reductions in our ownership percentage of an investee, including through dilution, are generally valued at fair value, with the difference between fair value and our recorded cost reflected as a gain or loss in our equity-method investment activity. In the event we no longer have the ability to exercise significant influence over an equity-method investee, we would discontinue accounting for the investment under the equity method. Included in Other Non Current Assets as of June 30, 2019, is $346,074 relating to the fair value of equity-method investments and $319,725 relating to the fair value of amounts due from equity-method investee, in aggregate $665,799. During the period April 22, 2019, through June 30, 2019, there was no recorded impairment for the equity investee. Also there was no activity in the equity method investee and so no equity-method investment activity, net of tax, was recorded in our Statement of Operations for the quarter ended June 30, 2019. Related Parties The Company follows FASB ASC subtopic 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted On April 1, 2019 the Company adopted ASU No. 2016-2, Leases Leases (Topic 842), Targeted Improvements, Adoption of the standard did not result in adjustment to our prior period Balance Sheets, Statements of Operations or Statements of Cash Flows. When we adopted ASU 2016-02, we applied the package of practical expedients allowed by the standard, and therefore, we did not reassess: a) Whether any expired or existing contracts are or contain leases under the new definition; b) The lease classification for any expired or existing leases; or c) Whether previously capitalized costs continue to qualify as initial direct costs. In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact to the Company's financial statements but does believes it is New Accounting Pronouncements Not Yet Adopted No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company's present or future consolidated financial statements. |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | 4. LEASES Balance sheet information related to our leases is included in the following table: Operating leases June 30, 2019 Operating lease right-of-use assets $ 8,335,384 Operating lease liabilities, due within one year $ 285,890 Operating lease liabilities, due after one year $ 8,233,283 Total operating lease liabilities $ 8,519,173 Operating lease liabilities, due within one year are included in Other current liabilities on our Consolidated Condensed Balance Sheet as of June 30, 2019. The components of lease expense during the quarter ended June 30, 2019 is included in the following table: Financial statement line item June 30, 2019 Amortization of right-of-use assets Cost of revenue $ 81,304 Interest on lease liabilities Cost of revenue 278,117 Total lease expense $ 359,421 Lease expense is included in Cost of revenue in our Consolidated Condensed Statement of Operation for the quarter ended June 30, 2019. Supplemental other information related to leases were as follows: Weighted Average Remaining Lease Term Operating leases 14.5 Years Weighted Average Discount Rate Operating leases 14.0 % The future maturities of lease liabilities as of June 30, 2019, are as indicated below: As of June 30, 2019 Operating Leases Year ending March 31, 2021 221,174 Year ending March 31, 2022 335,368 Year ending March 31, 2023 402,300 Year ending March 31, 2024 462,539 Thereafter 7,097,792 Total lease payments $ 8,519,173 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET Property and Equipment consists of the following as of June 30 and March 31, 2019. June 30, 2019 March 31, 2019 Furniture, fixtures and fittings $ 295,679 $ 32,247 Leasehold improvements 867,918 - Plant and machinery 554,205 - Construction in process 67,039 - Total 1,784,841 32,247 Accumulated depreciation (77,822 ) (20,000 ) Fixed assets, net $ 1,707,019 $ 12,247 Depreciation expense for the quarters ended June 30, 2019 and June 30, 2018 was $57,822 and $966 respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Intangible assets with definite lives consist of the following as of June 30 and March 31, 2019: June 30, 2019 March 31, 2019 Software and software access agreement $ 1,107,988 $ 1,088,264 Customer relationships 1,533,881 - Total 2,641,869 1,088,264 Accumulated amortization (802,030 ) (725,547 ) Intangible assets with definite lives, net $ 1,839,839 $ 362,717 Amortization expense for the quarters ended June 30, 2019 and June 30, 2018 was $76,483 and $38,319 respectively. The Company has no impairment charge for definite lived intangible assets for the quarter ended June 30, 2019. Intangible assets with indefinite lives consist of the following as of June 30 and March 31, 2019: June 30, 2019 March 31, 2019 Trademarks $ 469,204 $ - Accumulated amortization - - Intangible assets with indefinite lives, net $ 469,204 $ - Intangible assets with indefinite lives are not amortized, they are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. |
AMOUNTS DUE TO AND FROM RELATED
AMOUNTS DUE TO AND FROM RELATED PARTIES | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
AMOUNTS DUE TO AND FROM RELATED PARTIES | 7. AMOUNTS DUE TO AND FROM RELATED PARTIES Amounts due from related parties arising from PRAMA Included in the amounts due from related parties balance from the consolidated balance sheet of $951,521 as of June 30, 2019, is a $14,364 non-PRAMA brought forward from the previous period, and $937,157 arising from the acquisition of PRAMA on April 22, 2019, all of which are unsecured and non-interest bearing, which are described below: Due from related parties Description June 30, Pramatech Pvt. Ltd Shareholder in PRAMA, there are also common shareholders in PRAMA and this company $ 709,145 Mr. B. K. Ashok Shareholder in PRAMA 108,765 Alchemy Food & Franchisee Company partly owned by the Chief Executive Officer of a 36,307 Prime Finvest Leasing Company partly owned by a PRAMA shareholder, has common 36,255 Opus Restaurants Pvt. Ltd Shareholder in PRAMA, there are also common shareholders in 10,151 Mr. Akbar S Khwaja Chief Executive Officer of a subsidiary of PRAMA 31,458 Mr. M. V. Chetan Kumar Shareholder in PRAMA 5,076 Total $ 937,157 Amounts due to related parties arising from PRAMA Included in the amounts due to related party balance from the consolidated balance sheet of $909,610 as of June 30, 2019, is a $13,828 non-PRAMA brought forward from the previous period and $895,782 of various liabilities assumed on the purchase of PRAMA on April 22, 2019 which are described below: Due to related parties Description June 30, Opus Hotels & Resorts Shareholder in PRAMA, there are also common shareholders in $ 680,866 Mr. Mahesh Gandhi Shareholder in PRAMA 187,226 Mr. Sobha Gandhi Relative of Mahesh Gandhi, (shareholder above) 243 Navkar Pole Products Company partly owned by a PRAMA shareholder 7,251 Mr. Pravin Rathod Shareholder in PRAMA 15,845 Mr. Akbar Khwaja Chief Executive Officer of a subsidiary of PRAMA 4,351 Total $ 895,782 Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
LOANS WITH THIRD PARTIES
LOANS WITH THIRD PARTIES | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
LOANS WITH THIRD PARTIES | 8. LOANS WITH THIRD PARTIES Loans and borrowings with third parties are discussed below: As of June 30, 2019 March 31, 2019 Current liabilities: Convertible note with United Techno Solutions, Inc $ 250,000 $ - Current portion of long term loan with Small Industries Development Bank of India 182,801 - Short term borrowing with NeoGrowth Credit Private Limited 34,421 - $ 467,222 $ - Long term loans and convertible notes: Long term portion of loan with Small Industries Development Bank of India $ 554,372 $ - Convertible note with United Techno Solutions, Inc - 250,000 Less current portion of Small Industries Development Bank of India loan (182,801 ) - $ 371,571 $ 250,000 On March 16, 2019 the Company obtained a $250,000 convertible note from United Techno Solutions, Inc with a maturation date of April 1, 2020 and an embedded interest rate of 8%. The note may convert into 357,143 shares of common stock at the noteholder’s option. The balance outstanding as of June 30, 2019 amounted to $250,000. No interest has been paid on this note. As part of the acquisition of PRAMA on April 22, 2019, the Company assumed a loan with NeoGrowth Credit Private Limited. The remaining balance as of June 30, 2019 was $34,421 with a maturation of March 21, 2020. This is included in short term borrowings as of June 30, 2019. The loan has an embedded finance charge of 18% interest over an 18 month period. The loan is paid in daily installments, interest is paid in Indian Rupees and approximates $23 per day. The loan is callable on demand. Interest paid during the period April 22, 2019 through June 30, 2019 approximated $1,610. As part of the acquisition of PRAMA on April 22, 2019, the Company assumed a loan with Small Industries Development Bank of India. The original principal was $969,932 (60 million Indian Rupees), on December 31, 2013 and is payable over monthly installments over 7 years, with no payments due in the first twelve months of the loan. The bank has the right to convert the loan into equity capital of PRAMA. The rate of interest is 15.5% per annum. The loan is secured by: a) A senior secured charge on all moveable assets located at a contract hotel in Ahmedabad, India; b) Pledged deposit of $80,828 (5 million Indian Rupees); c) mortgage of leasehold rights in the lease contract for the contract hotel in Ahmedabad, India; d) Guarantee of Prama Consultancy Services Pvt. Ltd a related party of the Company; and e) the personal guarantees of Messrs. Mahesh Gandhi, Pravin Rathod, |
LOANS WITH RELATED PARTIES
LOANS WITH RELATED PARTIES | 3 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
LOANS WITH RELATED PARTIES | 9. LOANS WITH RELATED PARTIES Loans and borrowings with related parties are discussed below: As of June 30, 2019 March 31, 2019 Current liabilities: Convertible note with Takniki Communications, Inc $ 695,000 $ 695,000 Convertible note with Arna Global LLC - 956,000 Loan with Mr. Mahesh Ghandi 329,323 - Promissory note with Arna Global LLC 200,000 - Convertible note with Mr. Deepak Sharma - 150,515 Convertible note with Mr. Sachin Mandloi - 36,642 $ 1,224,323 $ 1,838,157 On December 31, 2016, the Company issued a convertible note to Takniki Communications, Inc, an affiliate owned by Sachin Mandloi, our Vice President and a director, totaling $695,000. This note was issued pursuant to a Software Development Agreement dated September 23, 2016 between Takniki Communications, Inc and the Company to finance the upgrade of our Travelcord operating software. The note has a maturation of December 31, 2019, and bears interest at the rate of ten percent payable at maturity. The principal amount of this note is convertible into 10,303,070 shares of the Company’s common stock at the noteholder’s option at maturity. The loan from Mr. Mahesh Gandhi was assumed as a result of the purchase of PRAMA on April 22, 2019. The loan amounted to $320,114 and $329,323 as of April 22, 2019 and June 30, 2019, respectively. The counterparty is On April 16, 2019 On March 7, 2016, the Company issued a convertible note to Arna Global LLC, a related party wholly owned by the CEO and President of the Company for $956,000. The note matured on March 7, 2019, and bore interest at the rate of ten percent. The note was converted into 21,194,381 shares of common stock at the noteholders option on March 7, 2019. On March 8, 2016, the Company issued a convertible note to Mr. Sachin Mandloi, a related party for $38,076. The note matured on March 8, 2019, and bore interest at the rate of ten percent. The note was converted into 835,552 shares of common stock at the noteholders option on March 8, 2019. On March 8, 2016, the Company issued a convertible note to Mr. Deepak Sharma, the CEO and President of the Company for $156,407. The note matured on March 8, 2019, and bore interest at the rate of ten percent. The note was converted into 3,432,234 shares of common stock at the noteholders option on March 8, 2019. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY During the quarter ended June 30, 2019, the Company issued an aggregate of 30,441,407 of common shares by means of: a) 25,462,167 common shares through conversion of notes; b) 2,632,653 common shares relating directly to the PRAMA acquisition; c) 1,571,430 common shares when the warrant holders exercised their $0.01 warrants; and d) 775,157 common shares through a private placement. These events are described in further detail below. In June 2019, the Company issued 25,462,167 common shares and reduced its liabilities by approximately $1,150,483 in connection with three separate related parties who converted their notes. These were non-monetary transactions. On April 22, 2019, the In June 2019, the Company issued 1,571,430 common shares when the warrant holders exercised their warrants and received approximately $15,714 in cash. During the quarter ended June 30, 2019 the Company issued and sold 775,157 units comprising one share and warrant to purchase two share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per unit was $0.70 resulting in aggregate proceeds of $542,610 to the Company. The Company issued warrants to acquire approximately 1,550,314 common shares pursuant to the 775,157 units listed above during the quarter ended June 30, 2019. These warrants shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date at an exercise price of $0.01. Warrants: The following table is the summary of warrant activities during the period: Warrants Number Weighted average Weighted average remaining Approximate aggregate intrinsic Outstanding as of March 31, 2019 1,571,430 $ 0.01 3.0 $ 345,000 Issued 1,550,314 $ 0.01 3.0 $ 340,000 Exercised 1,571,430 $ 0.01 - - Expired - - - - Outstanding as of June 30, 2019 1,550,314 $ 0.01 3.0 $ 340,000 Aggregate intrinsic value represents the difference between the Company’s estimate of the fair value of its common shares and the exercise price of outstanding, in-the-money warrants. The Company is not actively traded on the Over the Counter Market. The total intrinsic value of warrants exercised for the three month period ended June 30, 2019 was minimal. The fair value of warrants granted during the three months ended June 30, 2019 approximated $0.23 per warrant. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 11. INCOME TAX US taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The 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 and PRAMA file tax returns in India and due to losses, no tax liability or net deferred tax asset is recorded. The Company is generally subject to U.S. Federal, State and local examinations by tax authorities for the past three years. Indian taxes Historically, the Company has not paid Indian income taxes because of historical losses. For the period April 22, 2019 to June 30, 2019, the Company believes the PRAMA results of operations would not have resulted in an income tax liability, due to the calculation of a pro forma tax loss for the period and the availability of prior period tax losses. |
EARNINGS AND LOSS PER SHARE
EARNINGS AND LOSS PER SHARE | 3 Months Ended |
Jun. 30, 2019 | |
Net loss per common share: | |
EARNINGS AND LOSS PER SHARE | 12. EARNINGS AND LOSS PER SHARE ASC 260, “Earnings Per Share” requires presentation of basic earnings per share and dilutive earnings per share. The computation of basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect. The Company has outstanding convertible debt of $945,000 which converts into 10,660,213 of the Company’s common stock, which may cause diluted earnings per share. Since the Company has only incurred losses, basic and diluted loss per share are the same as potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. The Company issued approximately 1,550,314 warrants during quarter ended June 30, 2019, which had minimal impact on the earning per share calculation for the quarter ended June 30, 2019. Quarter Ended June 30, 2019 June 30, 2018 Basic net loss per share: Net loss attributable to TripBorn, Inc. $ (427,264 ) $ (259,159 ) Weighted average common shares outstanding 97,605,456 95,711,874 Basic net loss per share attributable to TripBorn Inc. common stockholders $ (0.00 ) $ (0.00 ) Due to net loss, the shares of common stock underlying the convertible notes were not included in the calculation of diluted net loss per share, as they would have had an antidilutive effect. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company is the B2B Principal Agent of the Indian Railway Catering and Tourism Corporation, or IRCTC, which is a government entity that allows the Company to offer reservations through Indian Railways’ passenger reservation system on the Company’s webpage. Indian Railways is India’s state-owned railway, which owns and operates most of India’s rail transportation. The Company has integrated its online portal with IRCTC’s to provide a seamless booking process. Pursuant to an Application Programming Interface (“API”) agreement, dated October 5, 2015, the Company is required to pay a minimum annual maintenance fee of $7,500 to IRCTC. In the event the agreement is renewed, the amount based on the number of active railway agents that use the Company rail booking services on the Company’s platform will be payable annually. On September 30, 2018, the Company renewed its agreement with the IRCTC and paid an annual maintenance fee of $8,600 based on the number of active railway agents it has enrolled to book rail tickets. Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by the CEO of the Company on a rent-free basis. As of June 30, 2019 and 2018, the Company has not paid any rent. There were no significant commitments or contingencies for PRAMA as of June 30, 2019. The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. On the acquisition of PRAMA, on April 22, 2019, the Company assumed an interest in an arbitration claim. PRAMA made an arbitration claim of approximately $295,000 (21.2 million Indian Rupees) against Ms. Khurana Hotels and Apartments Private Limited in the Civil Court Senior Division of Amritsar, India. The claim is based on the asserted failure of Ms. Khurana Hotels and Apartments Private Limited, as lessor, to comply with the terms of the lease. As of the date of this filing, the arbitration proceedings are on-going. Although litigation and arbitration are inherently uncertain, based on the information currently available, management does not believe that the currently pending arbitration will have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | 14. BUSINESS SEGMENTS Prior to the acquisition of PRAMA, a hospitality company, the Company was a one segment company. Following, the acquisition of PRAMA, the Company’s chief operating decision maker changed the information he receives to manage, assess, operate the business and to allocate capital. Accordingly, the Company changed its operating segments to comprise: eCommerce aggregation services and Hospitality, respectively. The Company management reviews and evaluates the operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing financial performance. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Company reports financial information and evaluates its operations by revenues. Management, including the chief operating decision maker, reviews operating results solely by revenue and operating results. All net revenues are derived from transactions with third party customers, there are no inter-segment revenues. All of the net revenue is derived from operations in India, substantially all of the expenses are borne in India, with certain expenses borne in the US. The Company measures segment performance based on loss from continuing operations. Summarized financial information concerning each of the Company's reportable segments is as follows: Three months ended June 30, 2019 eCommerce Hospitality Intersegment Consolidated total Segment results and total assets Net revenue $ 132,120 $ 1,693,738 $ - $ 1,825,858 Cost of revenues (108,145 ) (1,324,160 ) - (1,432,305 ) Operating expenses (263,871 ) (573,958 ) (837,829 ) Loss from operations, before other (239,896 ) (204,380 ) $ - (444,276 ) Other expense, net (46,347 ) (72,132 ) - (118,479 ) Net loss $ (286,243 ) $ (276,512 ) $ - $ (562,755 ) Total assets $ 4,950,735 $ 17,654,185 $ (2,783,529 ) $ 19,821,391 During the quarter ended June 30, 2019, the Company derived approximately 93% and 7% of its revenue from its Hospitality and eCommerce Aggregation segments, respectively, compared to 100% of its business from its eCommerce Aggregation segment solely, for the quarter ended June 30, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS In August 2019, the Company issued 714,286 units at a price $0.70 and received approximately $500,000. Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. Each warrant can be exercised at any time prior to August 16, 2022 for the purchase of one share at an exercise price of $0.01. In October 2019 the Company issued 535,718 units at a price $0.70 and received approximately $375,000. Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. Each warrant can be exercised at any time prior to October 10, 2022 for the purchase of one share at an exercise price of $0.01. In October 2019, the Company issued 4,050,313 shares for the warrants that were outstanding and received approximately $40,503. On July 8, 2019, the remaining $100,000 due on the promissory note to ARNA Global LLC, an entity owned and controlled by Mr. Sharma, the Company’s President and CEO, was repaid. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim unaudited consolidated condensed financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") The accompanying condensed consolidated balance sheet as of March 31, 2019 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Form 10-K for the year ended March 31, 2019. As a result of the acquisition of PRAMA, during the quarter ended June 30, 2019, the Company made a change to its segment reporting structure which resulted in two segments 1) eCommerce Aggregator and 2) Hospitality. As a result, certain prior year amounts have been restated to conform to the current year’s presentation, that is they have been classified as relating to the eCommerce Aggregator business. These reclassifications had no effect on previously reported total net revenues, cost of revenues and other operating expenses, other expenses, net and net loss. Otherwise, we have not reclassified other prior-period amounts to conform to the current-period presentation. Certain columns and rows may not add due to the use of rounded numbers. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts and transactions of the Company, its wholly owned subsidiary, Sunalpha and its subsidiary, PRAMA which the Company owns a 51% equity interest in. PRAMA was acquired on April 22, 2019. Through PRAMA, the Company has a 29.575% equity interest in PCW, which is accounted for under the equity method. All significant inter-company accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. Our significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software and income taxes. The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in an impairment charge. The Company has not recognized an impairment charge for the quarter ended June 30, 2019. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts. Topic 606 was effective as of April 1, 2018, for the Company, using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018. For revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following is a description of the Company’s principal activities, separated by reportable segments, from which the Company generates its revenue. eCommerce Aggregator revenues: Air, Rail and Bus Ticketing . Vacation Packages. Other Revenue. Hospitality Revenues: Hospitality Services. · Room revenue: Revenue from hotel operations where customers book rooms and banquets/conference rooms is recognized based on the period for which the customer completes the transaction (i.e. the stayed night occurs or a deposit cancellation provision elapses). Payment is typically received upon check-out. For room revenue, the Company recognizes revenue over time. · Food & beverages revenue: The Company provides food and beverages that customer consumes as they are provided. The performance obligation is satisfied at point in time. The Company recognizes revenue at the time of sale only. · Management Fees from Operation & Maintenance Properties: Revenue under management contracts is recognized on the attainment of certain financial results, primarily operating earnings, as specified in each contract. Management fees are typically billed and paid monthly. A time-elapsed output method is used to measure progress and provides a faithful depiction of the transfer of services to the customer as the value transferred to the customer is substantially the same over time. Fees are variable with the uncertainty of base fees being resolved monthly and the uncertainty of incentive fees being resolved annually. These fees are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. Practical expedients . The Company has elected the practical expedient to not disclose revenue related to remaining performance obligations that are part of a contract with an original expected duration of one year or less, and to not consider the effects of significant financing components in the transaction price when the duration of financing is one year or less. The Company has elected certain of the optional exemptions from the disclosure requirement for the remaining performance obligations for specific situations in which an entity need not estimate variable consideration. |
Cost of Revenues | Cost of Revenues Cost of revenue is the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides with the recognition of the corresponding revenue. |
Other operating expenses | Other operating expenses Other operating expenses includes Selling, general and administrative expenses, Legal and consulting expenses and Depreciation and amortization. Selling, general and administrative expenses include, direct operating expenses, general and administrative expenses such as business promotion costs, utilities, rent, payroll, which are recognized on an accrual basis. Legal and consulting expenses are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with maturity of three months or less, to be cash equivalents. The Company maintains its cash in bank accounts in the U.S. and India, which at times may not be covered by, or exceed the coverage limit of the Deposit Insurance and Credit Guarantee Corporation of India. The Company does not believe that this results in significant credit risk. As of June 30, 2019, and 2018, the cash balance in financial institutions in India was $859,189 and $360,210, respectively. |
Receivables and Credit Policies | Receivables and Credit Policies Accounts receivable are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. The Company does not accrue interest on past due receivables. The Company performs periodic analyses of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to 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. |
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 consist exclusively of trademarks and are tested for impairment annually, or whenever events or indicators of impairment occur between annual impairment tests. Management expects to use the trademarks indefinitely. Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives. Intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The fair value of the trade names is determined using a discounted cash flow analysis based on the relief-from-royalty approach. The relief-from-royalty approach is an income approach that utilizes certain market information by reference to the amount of royalty income we could generate if the trade names were licensed, in an arm’s length transaction, to a third party. Based on a comparison of our trade names to the guideline transactions, including an assessment of industry conditions, the age of the trademark/trade name, degree of consumer recognition and life cycle of the brand, a reasonable royalty rate is estimated for the trade names. The principal factors used in the discounted cash flow analysis requiring judgment are the projected net sales, discount rate, royalty rate and terminal value assumptions. |
Goodwill | Goodwill Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics. The reporting units are aligned with our reporting segments. Goodwill is not amortized, but the Company tests goodwill for impairment each year or more frequently should facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with a quantitative assessment. The quantitative assessment involves calculating an estimated fair value of each reporting unit based on projected future cash flows and comparing the estimated fair values of the reporting units to their carrying amounts, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, including goodwill, no impairment is recognized. However, if the carrying amount of a reporting unit, including goodwill, exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, limited to the total goodwill balance of the reporting unit. We have not recognized any impairment on goodwill during the quarter ended June 30, 2019. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. |
Business Combinations | Business Combinations When acquiring other businesses or participating in mergers or joint ventures in which we are deemed to be the acquirer, we generally recognize identifiable assets acquired, liabilities assumed and any noncontrolling interests at their acquisition date fair values, and separately from any goodwill that may be required to be recognized. Goodwill, when recognizable, would be measured as the excess amount of any consideration transferred, which is generally measured at fair value, over the acquisition date fair values of the identifiable assets acquired and liabilities assumed. On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recorded at their fair values. The acquiree's results of operations are also included in our consolidated results as of the date of acquisition. Intangible assets that arise from contractual/legal rights or are capable of being separated are measured and recorded at fair value and amortized over the estimated useful life. Accounting for such transactions requires us to make significant assumptions and estimates. These include, among others, any estimates or assumptions that may be made for the amounts of future cash flows that will result from any identified intangible assets, the useful lives of such intangible assets, the amount of any contingent liabilities, including contingent consideration, to record at the time of the acquisition and the fair values of any tangible assets acquired and liabilities assumed. Although we believe any estimates and assumptions, we make to be reasonable and appropriate at the time they are made, unanticipated events and circumstances may arise that affect their accuracy, causing actual results to differ from those estimated by us. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the foreign currency financial statements into U.S. Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC 830, Foreign Currency Matters. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). |
Earnings and Loss per Share | Earnings and Loss per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. |
Promotion and Advertising Expense | 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, short message service (“SMS”) or email campaign) as incurred each time the advertisement or promotion is performed. Promotion and Advertising expense was $84,906 for the quarter ended June 30, 2019, compared to $38 for the quarter ended June 30, 2018. This increase in Promotion and Advertising expenses is due to the acquisition of PRAMA. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of 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. During the quarter ended June 30, 2019 and June 30, 2018, $25,723 and $0 was recognized in legal and consulting expenses in the Consolidated Condensed Statements of Operations, respectively, as a result of an agreement for consulting services. |
Leases | Leases On April 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating prior periods. Results and disclosure requirements for reporting periods beginning after April 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840. The Company elected the package of practical expedients permitted under the transition guidance, which allowed for the carryforward of historical lease classification, on whether a contract was or contains a lease, and of the assessment of initial direct costs for any leases that existed prior to April 1, 2019. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The adoption did not impact our beginning or prior period consolidated condensed balance sheets, statement of equity / (deficit), statement of operations and statement of cash flows. Under Topic 842, the Company determines if an arrangement is a lease and classifies that lease as either an operating or finance lease at inception. If an arrangement is a lease or contains a lease, we then determine whether the lease meets the criteria of a finance lease or an operating lease. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, only payments that are fixed and determinable at the time of commencement are considered. As the rate implicit in certain of the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The right-of-use asset is recognized at the amount of the lease liability with certain adjustments, if applicable. These adjustments include lease incentives, prepaid rent, and initial direct costs. We reassess if an arrangement is or contains a lease upon modification of the arrangement. At the commencement date of a lease, we recognize a lease liability for contractual fixed lease payments and a corresponding right-of-use asset representing our right to use the underlying asset during the lease term. The lease liability is measured initially as the present value of the contractual fixed lease payments during the lease term. The lease term additionally includes renewal periods only if it is reasonably certain that we will exercise the options. Contractual fixed leases payments are discounted at the rate implicit in the lease when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the options will be exercised. Operating leases are included in Operating lease right-of-use assets Other current liabilities Operating lease liabilities, due after one year |
Income Taxes | 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 statements. 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. |
Non Income Taxes | Non Income Taxes The Company is subject to India Goods and Services Tax and other local duties and non-income taxes on its transactions in India. The Company collects such taxes from customers, and pays such taxes on applicable supplies and inputs, and remits the net amounts to the respective local tax authorities on an accrual basis. |
Equity-method Investments | Equity-method Investments Through PRAMA, the Company has a 29.575% equity interest in PCW, a non-trading company formed to develop a potential hotel in Bengaluru, India. The Company exercises significant influence over PCW but does not control the investee and the Company is not the primary beneficiary of the investee’s activities. PCW is accounted for using the equity method. Equity investments are accounted for using the equity-method of accounting if the investment gives us the ability to exercise significant influence, but not control, over an investee. The total of our investments in equity-method investees, including identifiable intangible assets, deferred tax liabilities and goodwill, is included within “Other noncurrent assets” on our consolidated balance sheets. Our share of the earnings or losses as reported by equity-method investees, amortization of the related intangible assets, and related gains or losses, if any, are classified as “Equity-method investment activity, net of tax” on our consolidated statements of operations. Our share of the net income or loss of our equity-method investees may in the future include operating and non-operating gains and charges, which may have a significant impact on our reported equity-method investment activity and the carrying value of those investments. We regularly evaluate these investments, which are not carried at fair value, for other-than-temporary impairment. We record purchases, including incremental purchases, of shares in equity-method investees at cost. Reductions in our ownership percentage of an investee, including through dilution, are generally valued at fair value, with the difference between fair value and our recorded cost reflected as a gain or loss in our equity-method investment activity. In the event we no longer have the ability to exercise significant influence over an equity-method investee, we would discontinue accounting for the investment under the equity method. Included in Other Non Current Assets as of June 30, 2019, is $346,074 relating to the fair value of equity-method investments and $319,725 relating to the fair value of amounts due from equity-method investee, in aggregate $665,799. During the period April 22, 2019, through June 30, 2019, there was no recorded impairment for the equity investee. Also there was no activity in the equity method investee and so no equity-method investment activity, net of tax, was recorded in our Statement of Operations for the quarter ended June 30, 2019. |
Related Parties | Related Parties The Company follows FASB ASC subtopic 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted On April 1, 2019 the Company adopted ASU No. 2016-2, Leases Leases (Topic 842), Targeted Improvements, Adoption of the standard did not result in adjustment to our prior period Balance Sheets, Statements of Operations or Statements of Cash Flows. When we adopted ASU 2016-02, we applied the package of practical expedients allowed by the standard, and therefore, we did not reassess: a) Whether any expired or existing contracts are or contain leases under the new definition; b) The lease classification for any expired or existing leases; or c) Whether previously capitalized costs continue to qualify as initial direct costs. In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact to the Company's financial statements but does believes it is New Accounting Pronouncements Not Yet Adopted No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company's present or future consolidated financial statements. |
DESCRIPTION OF BUSINESS (Tables
DESCRIPTION OF BUSINESS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of business acquisitions | The following reflects our preliminary purchase price allocation: Fair Value Net cash $ 642,907 Acquired intangible assets at fair value 2,003,085 Investment in and receivable from equity investee 665,799 Right to use of assets 7,480,986 Property and equipment, net 1,684,360 Accounts receivable 616,564 Amounts due from related parties 661,128 Other current assets 1,353,687 Other non-current assets 990,449 Operating lease liabilities assumed (7,641,431 ) Accounts payable (1,292,260 ) Amounts due to related parties (704,646 ) Loans due within one year with third parties (574,021 ) Other current liabilities (1,654,116 ) Other non-current liabilities (978,803 ) Fair value of net assets acquired 3,253,688 Goodwill 936,788 Noncontrolling interests (2,053,333 ) Purchase consideration paid in cash and common stock $ 2,137,143 The following reflects the composition and timing of consideration: Fair Value Cash paid on closing on April 22, 2019 $ 1,150,000 Deposit paid on March 27, 2019, applied on closing on April 22, 2019 250,000 Gross cash paid on acquisition of PRAMA 1,400,000 Fair value of 2,632,653 common shares 737,143 Total consideration for 51% interest in PRAMA $ 2,137,143 The following reflects the net cash paid on acquisition of PRAMA in the quarter ended June 30, 2019: Fair Value Cash paid in quarter ended June 30, 2019 $ 1,150,000 Net cash on opening balance sheet of PRAMA (642,907 ) Net cash paid for 51% interest in PRAMA $ 507,093 |
Schedule of acquired intangible assets | Acquired intangible assets acquired are as follows: Fair value Useful life Trademarks $ 469,204 Indefinite Customer relationships 1,533,881 4-15 years Total intangible assets $ 2,003,085 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating leases | Balance sheet information related to our leases is included in the following table: Operating leases June 30, 2019 Operating lease right-of-use assets $ 8,335,384 Operating lease liabilities, due within one year $ 285,890 Operating lease liabilities, due after one year $ 8,233,283 Total operating lease liabilities $ 8,519,173 |
Schedule of lease expense | The components of lease expense during the quarter ended June 30, 2019 is included in the following table: Financial statement line item June 30, 2019 Amortization of right-of-use assets Cost of revenue $ 81,304 Interest on lease liabilities Cost of revenue 278,117 Total lease expense $ 359,421 |
Schedule of supplemental other information related to lease | Supplemental other information related to leases were as follows: Weighted Average Remaining Lease Term Operating leases 14.5 Years Weighted Average Discount Rate Operating leases 14.0 % |
Schedule of future maturities of lease liabilities | The future maturities of lease liabilities as of June 30, 2019, are as indicated below: As of June 30, 2019 Operating Leases Year ending March 31, 2021 221,174 Year ending March 31, 2022 335,368 Year ending March 31, 2023 402,300 Year ending March 31, 2024 462,539 Thereafter 7,097,792 Total lease payments $ 8,519,173 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and Equipment consists of the following as of June 30 and March 31, 2019. June 30, 2019 March 31, 2019 Furniture, fixtures and fittings $ 295,679 $ 32,247 Leasehold improvements 867,918 - Plant and machinery 554,205 - Construction in process 67,039 - Total 1,784,841 32,247 Accumulated depreciation (77,822 ) (20,000 ) Fixed assets, net $ 1,707,019 $ 12,247 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets with definite lives consist of the following as of June 30 and March 31, 2019: June 30, 2019 March 31, 2019 Software and software access agreement $ 1,107,988 $ 1,088,264 Customer relationships 1,533,881 - Total 2,641,869 1,088,264 Accumulated amortization (802,030 ) (725,547 ) Intangible assets with definite lives, net $ 1,839,839 $ 362,717 Intangible assets with indefinite lives consist of the following as of June 30 and March 31, 2019: June 30, 2019 March 31, 2019 Trademarks $ 469,204 $ - Accumulated amortization - - Intangible assets with indefinite lives, net $ 469,204 $ - |
AMOUNTS DUE TO AND FROM RELAT_2
AMOUNTS DUE TO AND FROM RELATED PARTIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of amounts due from related parties | Included in the amounts due from related parties balance from the consolidated balance sheet of $951,521 as of June 30, 2019, is a $14,364 non-PRAMA brought forward from the previous period, and $937,157 arising from the acquisition of PRAMA on April 22, 2019, all of which are unsecured and non-interest bearing, which are described below: Due from related parties Description June 30, Pramatech Pvt. Ltd Shareholder in PRAMA, there are also common shareholders in PRAMA and this company $ 709,145 Mr. B. K. Ashok Shareholder in PRAMA 108,765 Alchemy Food & Franchisee Company partly owned by the Chief Executive Officer of a 36,307 Prime Finvest Leasing Company partly owned by a PRAMA shareholder, has common 36,255 Opus Restaurants Pvt. Ltd Shareholder in PRAMA, there are also common shareholders in 10,151 Mr. Akbar S Khwaja Chief Executive Officer of a subsidiary of PRAMA 31,458 Mr. M. V. Chetan Kumar Shareholder in PRAMA 5,076 Total $ 937,157 Included in the amounts due to related party balance from the consolidated balance sheet of $909,610 as of June 30, 2019, is a $13,828 non-PRAMA brought forward from the previous period and $895,782 of various liabilities assumed on the purchase of PRAMA on April 22, 2019 which are described below: Due to related parties Description June 30, Opus Hotels & Resorts Shareholder in PRAMA, there are also common shareholders in $ 680,866 Mr. Mahesh Gandhi Shareholder in PRAMA 187,226 Mr. Sobha Gandhi Relative of Mahesh Gandhi, (shareholder above) 243 Navkar Pole Products Company partly owned by a PRAMA shareholder 7,251 Mr. Pravin Rathod Shareholder in PRAMA 15,845 Mr. Akbar Khwaja Chief Executive Officer of a subsidiary of PRAMA 4,351 Total $ 895,782 |
LOANS WITH THIRD PARTIES (Table
LOANS WITH THIRD PARTIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of loans and borrowings with third parties | Loans and borrowings with third parties are discussed below: As of June 30, 2019 March 31, 2019 Current liabilities: Convertible note with United Techno Solutions, Inc $ 250,000 $ - Current portion of long term loan with Small Industries Development Bank of India 182,801 - Short term borrowing with NeoGrowth Credit Private Limited 34,421 - $ 467,222 $ - Long term loans and convertible notes: Long term portion of loan with Small Industries Development Bank of India $ 554,372 $ - Convertible note with United Techno Solutions, Inc - 250,000 Less current portion of Small Industries Development Bank of India loan (182,801 ) - $ 371,571 $ 250,000 |
LOANS WITH RELATED PARTIES (Tab
LOANS WITH RELATED PARTIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Schedule of loans and borrowings with related parties | Loans and borrowings with related parties are discussed below: As of June 30, 2019 March 31, 2019 Current liabilities: Convertible note with Takniki Communications, Inc $ 695,000 $ 695,000 Convertible note with Arna Global LLC - 956,000 Loan with Mr. Mahesh Ghandi 329,323 - Promissory note with Arna Global LLC 200,000 - Convertible note with Mr. Deepak Sharma - 150,515 Convertible note with Mr. Sachin Mandloi - 36,642 $ 1,224,323 $ 1,838,157 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activities | The following table is the summary of warrant activities during the period: Warrants Number Weighted average Weighted average remaining Approximate aggregate intrinsic Outstanding as of March 31, 2019 1,571,430 $ 0.01 3.0 $ 345,000 Issued 1,550,314 $ 0.01 3.0 $ 340,000 Exercised 1,571,430 $ 0.01 - - Expired - - - - Outstanding as of June 30, 2019 1,550,314 $ 0.01 3.0 $ 340,000 |
EARNINGS AND LOSS PER SHARE (Ta
EARNINGS AND LOSS PER SHARE (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Net loss per common share: | |
Schedule of basic net loss per share | The Company measures segment performance based on loss from continuing operations. Summarized financial information concerning each of the Company's reportable segments is as follows: Three months ended June 30, 2019 eCommerce Hospitality Intersegment Consolidated total Segment results and total assets Net revenue $ 132,120 $ 1,693,738 $ - $ 1,825,858 Cost of revenues (108,145 ) (1,324,160 ) - (1,432,305 ) Operating expenses (263,871 ) (573,958 ) (837,829 ) Loss from operations, before other (239,896 ) (204,380 ) $ - (444,276 ) Other expense, net (46,347 ) (72,132 ) - (118,479 ) Net loss $ (286,243 ) $ (276,512 ) $ - $ (562,755 ) Total assets $ 4,950,735 $ 17,654,185 $ (2,783,529 ) $ 19,821,391 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of business segments | The Company measures segment performance based on loss from continuing operations. Summarized financial information concerning each of the Company's reportable segments is as follows: Three months ended June 30, 2019 eCommerce Hospitality Intersegment Consolidated total Segment results and total assets Net revenue $ 132,120 $ 1,693,738 $ - $ 1,825,858 Cost of revenues (108,145 ) (1,324,160 ) - (1,432,305 ) Operating expenses (263,871 ) (573,958 ) (837,829 ) Loss from operations, before other (239,896 ) (204,380 ) $ - (444,276 ) Other expense, net (46,347 ) (72,132 ) - (118,479 ) Net loss $ (286,243 ) $ (276,512 ) $ - $ (562,755 ) Total assets $ 4,950,735 $ 17,654,185 $ (2,783,529 ) $ 19,821,391 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Jun. 30, 2019USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net cash | $ 642,907 |
Acquired intangible assets at fair value | 2,003,085 |
Investment in and receivable from equity investee | 665,799 |
Right to use of assets | 7,480,986 |
Property and equipment, net | 1,684,360 |
Accounts receivable | 616,564 |
Amounts due from related parties | 661,128 |
Other current assets | 1,353,687 |
Other non-current assets | 990,449 |
Operating lease liabilities assumed | (7,641,431) |
Accounts payable | (1,292,260) |
Amounts due to related parties | (704,646) |
Loans due within one year with third parties | (574,021) |
Other current liabilities | (1,654,116) |
Other non-current liabilities | (978,803) |
Fair value of net assets acquired | 3,253,688 |
Goodwill | 936,788 |
Noncontrolling interests | (2,053,333) |
Purchase consideration paid in cash and common stock | $ 2,137,143 |
DESCRIPTION OF BUSINESS (Deta_2
DESCRIPTION OF BUSINESS (Details 1) - PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] - USD ($) | Apr. 22, 2019 | Jun. 30, 2019 |
Cash paid on closing on April 22, 2019 | $ 1,150,000 | $ 1,150,000 |
Deposit paid on March 27, 2019, applied on closing on April 22, 2019 | 250,000 | |
Gross cash paid on acquisition of PRAMA | 1,400,000 | |
Fair value of 2,632,653 common shares | 737,143 | |
Total consideration for 51% interest in PRAMA | $ 2,137,143 | $ 507,093 |
DESCRIPTION OF BUSINESS (Deta_3
DESCRIPTION OF BUSINESS (Details 2) - PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] - USD ($) | Apr. 22, 2019 | Jun. 30, 2019 |
Cash paid in quarter ended June 30, 2019 | $ 1,150,000 | $ 1,150,000 |
Net cash on opening balance sheet of PRAMA | (642,907) | |
Net cash paid for 51% interest in PRAMA | $ 2,137,143 | $ 507,093 |
DESCRIPTION OF BUSINESS (Deta_4
DESCRIPTION OF BUSINESS (Details 3) - PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Acquired intangible assets | $ 2,003,085 |
Trademarks [Member] | |
Acquired intangible assets | $ 469,204 |
Useful life | Indefinite |
Customer Relationships [Member] | |
Acquired intangible assets | $ 1,533,881 |
Customer Relationships [Member] | Maximum [Member] | |
Useful life | 15 years |
Customer Relationships [Member] | Minimum [Member] | |
Useful life | 4 years |
DESCRIPTION OF BUSINESS (Deta_5
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Apr. 22, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Goodwill | $ 936,788 | $ 936,788 | ||
Revenue | 1,825,858 | $ 95,640 | ||
Net loss before income taxes | $ (562,755) | (259,159) | ||
Sunalpha Green Technologies Private Limited ("Sunalpha") [Member] | ||||
Ownership percentage | 51.00% | 51.00% | ||
Cash | $ 859,189 | $ 859,189 | 360,210 | |
PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] | ||||
Equity interest percentage | 51.00% | |||
Aggregate consideration | $ 2,137,143 | 507,093 | ||
Cash | 1,400,000 | |||
Value of issuance of common stock | $ 737,143 | |||
Number of issuance of common stock | 2,632,653 | |||
Goodwill | 936,788 | 936,788 | ||
Revenue | 1,693,738 | 2,259,644 | 2,096,250 | |
Net loss before income taxes | $ 276,512 | $ 674,729 | $ 422,597 | |
PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] | PRAMA Canary Wharf Private Limited ("PCW") [Member] | ||||
Equity interest percentage | 29.575% | 29.575% |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Liquidity And Going Concern | |||
Net loss | $ (427,264) | $ (259,159) | |
Accumulated deficit | $ (4,782,894) | $ (4,355,630) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Apr. 22, 2019 | |
Promotion and advertising expense | $ 84,906 | $ 38 | |
Stock based compensation | $ 25,723 | ||
Lease term | 12 months | ||
Fair value of equity-method investments | $ 346,074 | ||
Fair value of amounts due from equity-method investee | 319,725 | ||
Investment in and receivable from equity investee | 665,799 | ||
Sunalpha Green Technologies Private Limited ("Sunalpha") [Member] | |||
Cash | $ 859,189 | $ 360,210 | |
PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] | |||
Equity interest percentage | 51.00% | ||
Cash | $ 1,400,000 | ||
PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] | PRAMA Canary Wharf Private Limited ("PCW") [Member] | |||
Equity interest percentage | 29.575% |
LEASES (Details)
LEASES (Details) | Jun. 30, 2019USD ($) |
Operating leases | |
Operating lease right-of-use assets | $ 8,335,384 |
Operating lease liabilities, due within one year | 285,890 |
Operating lease liabilities, due after one year | 8,233,283 |
Total operating lease liabilities | $ 8,519,173 |
LEASES (Details 1)
LEASES (Details 1) | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Amortization of right-of-use assets | $ 81,304 |
Interest on lease liabilities | 278,117 |
Total lease expense | $ 359,421 |
LEASES (Details 2)
LEASES (Details 2) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted Average Remaining Lease Term Operating leases | 14 years 6 months |
Weighted Average Discount Rate Operating leases | 14.00% |
LEASES (Details 3)
LEASES (Details 3) | Jun. 30, 2019USD ($) |
Operating Leases | |
Year ending March 31, 2021 | $ 221,174 |
Year ending March 31, 2022 | 335,368 |
Year ending March 31, 2023 | 402,300 |
Year ending March 31, 2024 | 462,539 |
Thereafter | 7,097,792 |
Total lease payments | $ 8,519,173 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,784,841 | $ 32,247 |
Accumulated depreciation | (77,822) | (20,000) |
Property and Equipment, net | 1,707,019 | 12,247 |
Furniture Fixtures and Fittings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 295,679 | 32,247 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 867,918 | |
Plant and Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 554,205 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 67,039 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 57,822 | $ 966 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Total | $ 2,641,869 | $ 1,088,264 |
Accumulated amortization | (802,030) | (725,547) |
Intangible assets with definite lives, net | 1,839,839 | 362,717 |
Software and Software Access Agreement [Member] | ||
Total | 1,107,988 | 1,088,264 |
Customer Relationships [Member] | ||
Total | $ 1,533,881 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Intangible assets with indefinite lives, net | $ 469,204 | |
Trademarks [Member] | ||
Accumulated amortization | ||
Intangible assets with indefinite lives, net | $ 469,204 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 76,483 | $ 38,319 |
AMOUNTS DUE TO AND FROM RELAT_3
AMOUNTS DUE TO AND FROM RELATED PARTIES (Details) | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Due from related parties | $ 937,157 |
Pramatech Pvt. Ltd [Member] | |
Due from related parties | $ 709,145 |
Description of due from related parties | Shareholder in PRAMA, there are also common shareholders in PRAMA and this company |
Mr. B. K. Ashok [Member] | |
Due from related parties | $ 108,765 |
Description of due from related parties | Shareholder in PRAMA |
Alchemy Food & Franchisee Solutions Pvt. Ltd [Member] | |
Due from related parties | $ 36,307 |
Description of due from related parties | Company partly owned by the Chief Executive Officer of a subsidiary of PRAMA |
Prime Finvest Leasing Limited [Member] | |
Due from related parties | $ 36,255 |
Description of due from related parties | Company partly owned by a PRAMA shareholder, has common shareholders with Pramatech Pvt. Ltd above |
Opus Restaurants Pvt. Ltd [Member] | |
Due from related parties | $ 10,151 |
Description of due from related parties | Shareholder in PRAMA, there are also common shareholders in PRAMA and this company |
Mr. Akbar S Khwaja [Member] | |
Due from related parties | $ 31,458 |
Description of due from related parties | Chief Executive Officer of a subsidiary of PRAMA |
Mr. M. V. Chetan Kumar [Member] | |
Due from related parties | $ 5,076 |
Description of due from related parties | Shareholder in PRAMA |
AMOUNTS DUE TO AND FROM RELAT_4
AMOUNTS DUE TO AND FROM RELATED PARTIES (Details 1) | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Due to related parties | $ 895,782 |
Opus Hotels & Resorts Pvt. Ltd [Member] | |
Due to related parties | $ 680,866 |
Description of due from related parties | Shareholder in PRAMA, there are also common shareholders in PRAMA and this company |
Mr. Mahesh Gandhi [Member] | |
Due to related parties | $ 187,226 |
Description of due from related parties | Shareholder in PRAMA |
Mr. Sobha Gandhi [Member] | |
Due to related parties | $ 243 |
Description of due from related parties | Relative of Mahesh Gandhi, (shareholder above) |
Navkar Pole Products Ltd [Member] | |
Due to related parties | $ 7,251 |
Description of due from related parties | Company partly owned by a PRAMA shareholder |
Mr. Pravin Rathod [Member] | |
Due to related parties | $ 15,845 |
Description of due from related parties | Shareholder in PRAMA |
Mr. Akbar Khwaja [Member] | |
Due to related parties | $ 4,351 |
Description of due from related parties | Chief Executive Officer of a subsidiary of PRAMA |
AMOUNTS DUE TO AND FROM RELAT_5
AMOUNTS DUE TO AND FROM RELATED PARTIES (Details Narrative) - USD ($) | Jun. 30, 2019 | Apr. 22, 2019 | Mar. 31, 2019 |
Due from related parties | $ 951,521 | $ 14,364 | |
Due to related parties | $ 909,610 | 13,828 | |
PRAMA Hotels and Resorts Private Limited ("PRAMA") [Member] | |||
Due from related parties | $ 937,157 | ||
Due to related parties | $ 895,782 | ||
Non-PRAMA Brought Forward [Member] | |||
Due from related parties | 14,364 | ||
Due to related parties | $ 13,828 |
LOANS WITH THIRD PARTIES (Detai
LOANS WITH THIRD PARTIES (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current liabilities: | ||
Convertible note | $ 250,000 | |
Current portion of long term loan | 182,801 | |
Short term borrowing | 34,421 | |
Loans due within one year with third parties | 467,222 | |
Long term loans and convertible notes: | ||
Long term portion of loan | 554,372 | |
Convertible note | 250,000 | |
Less current portion of loan | (182,801) | |
Long term loans and convertible notes | $ 371,571 | $ 250,000 |
LOANS WITH THIRD PARTIES (Det_2
LOANS WITH THIRD PARTIES (Details Narrative) | Apr. 22, 2019USD ($) | Mar. 16, 2019USD ($)shares | Jun. 30, 2019USD ($) | Dec. 13, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 13, 2013INR (₨) |
Balance outstanding of note | $ 250,000 | |||||
NeoGrowth Credit Private Limited [Member] | ||||||
Remaining balance of loan | $ 34,421 | |||||
Maturity date | Mar. 21, 2020 | |||||
Percentage of interest | 18.00% | |||||
Interest rate term | 18 month | |||||
Description of loan | The loan is paid in daily installments, interest is paid in Indian Rupees and approximates $23 per day. | |||||
Interest paid | $ 1,610 | |||||
Small Industries Development Bank Of India [Member] | ||||||
Face amount | $ 969,932 | |||||
Percentage of interest | 15.50% | |||||
Description of loan | Payable over monthly installments over 7 years, with no payments due in the first twelve months of the loan. | |||||
Description of secured loan | The loan is secured by: a) A senior secured charge on all moveable assets located at a contract hotel in Ahmedabad, India; b) Pledged deposit of $80,828 (5 million Indian Rupees); c) mortgage of leasehold rights in the lease contract for the contract hotel in Ahmedabad, India; d) Guarantee of Prama Consultancy Services Pvt. Ltd a related party of the Company; and e) the personal guarantees of Messrs. Mahesh Gandhi, Pravin Rathod, | |||||
Small Industries Development Bank Of India [Member] | Indian Rupees | ||||||
Face amount | ₨ | ₨ 60,000,000 | |||||
8% Convertible Note Due On April 1, 2020 [Member] | United Techno Solutions Inc [Member] | ||||||
Face amount | $ 250,000 | |||||
Balance outstanding of note | $ 250,000 | |||||
Number of shares issued upon debt conversion | shares | 357,143 |
LOANS WITH RELATED PARTIES (Det
LOANS WITH RELATED PARTIES (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current liabilities, loans and borrowings with related parties | $ 1,224,323 | $ 1,838,157 |
Convertible Note [Member] | Takniki Communications, Inc [Member] | ||
Current liabilities, loans and borrowings with related parties | 695,000 | 695,000 |
Convertible Note [Member] | Arna Global LLC ("Arna") [Member] | ||
Current liabilities, loans and borrowings with related parties | 956,000 | |
Convertible Note [Member] | Mr. Deepak Sharma [Member] | ||
Current liabilities, loans and borrowings with related parties | 150,515 | |
Convertible Note [Member] | Mr. Sachin Mandloi [Member] | ||
Current liabilities, loans and borrowings with related parties | 36,642 | |
Loan [Member] | Mr. Mahesh Ghandi [Member] | ||
Current liabilities, loans and borrowings with related parties | 329,323 | |
Promissory Note [Member] | Arna Global LLC ("Arna") [Member] | ||
Current liabilities, loans and borrowings with related parties | $ 200,000 |
LOANS WITH RELATED PARTIES (D_2
LOANS WITH RELATED PARTIES (Details Narrative) - USD ($) | Jul. 08, 2019 | Mar. 07, 2019 | Mar. 08, 2016 | Dec. 31, 2016 | Jun. 30, 2019 | Apr. 22, 2019 | Apr. 16, 2019 | Mar. 07, 2016 |
Takniki Communications, Inc [Member] | ||||||||
Description of convertible note | The Company issued a convertible note to Takniki Communications, Inc, an affiliate owned by Sachin Mandloi, our Vice President and a director, totaling $695,000. This note was issued pursuant to a Software Development Agreement dated September 23, 2016 between Takniki Communications, Inc and the Company to finance the upgrade of our Travelcord operating software. The note has a maturation of December 31, 2019, and bears interest at the rate of ten percent payable at maturity. The principal amount of this note is convertible into 10,303,070 shares of the Company’s common stock at the noteholder’s option at maturity. | |||||||
Number of shares issued upon debt conversion | 10,303,070 | |||||||
Mr. Mahesh Ghandi [Member] | Loan [Member] | ||||||||
Loan payable | $ 329,323 | $ 320,114 | ||||||
Interest rate | 15.00% | |||||||
Accrued interest | $ 9,209 | |||||||
Arna Global LLC ("Arna") [Member] | ||||||||
Interest rate | 10.00% | |||||||
Repayments of debt | $ 200,000 | $ 100,000 | ||||||
Debt outstanding | $ 200,000 | |||||||
Debt principal amount | $ 300,000 | |||||||
Arna Global LLC ("Arna") [Member] | Convertible Notes Payable [Member] | ||||||||
Interest rate | 10.00% | |||||||
Debt principal amount | $ 956,000 | |||||||
Number of shares issued upon debt conversion | 21,194,381 | |||||||
Mr. Sachin Mandloi [Member] | Convertible Notes Payable [Member] | ||||||||
Interest rate | 10.00% | |||||||
Debt principal amount | $ 38,076 | |||||||
Number of shares issued upon debt conversion | 835,552 | |||||||
Mr. Deepak Sharma [Member] | Convertible Notes Payable [Member] | ||||||||
Interest rate | 10.00% | |||||||
Debt principal amount | $ 156,407 | |||||||
Number of shares issued upon debt conversion | 3,432,234 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Number of shares | |
Beginning balance | shares | 1,571,430 |
Issued | shares | 1,550,314 |
Exercised | shares | 1,571,430 |
Expired | shares | |
Ending balance | shares | 1,550,314 |
Weighted average exercise price | |
Beginning balance | $ / shares | $ 0.01 |
Issued | $ / shares | 0.01 |
Exercised | $ / shares | 0.01 |
Expired | $ / shares | |
Ending balance | $ / shares | $ 0.01 |
Weighted average remaining contractual life | |
Beginning balance | 3 years |
Issued | 3 years |
Ending balance | 3 years |
Approximate aggregate intrinsic value | |
Beginning balance | $ | $ 345,000 |
Issued | $ | 340,000 |
Exercised | $ | |
Expired | $ | |
Ending balance | $ | $ 340,000 |
STOCKHOLDER'S EQUITY (Details N
STOCKHOLDER'S EQUITY (Details Narrative) - USD ($) | Apr. 22, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Purchase price (in dollars per share) | $ 0.70 | ||
Number of warrant issued | 1,550,314 | ||
Warrant term | 3 years | ||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |
Fair value of warrants granted | $ 0.23 | ||
Liabilities | $ 16,926,594 | $ 3,496,329 | |
Private Placement [Member] | |||
Number of shares issued in transaction | 775,157 | ||
Description of transaction | One share and warrant to purchase two share of Company’s common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Purchase price (in dollars per share) | $ 0.70 | ||
Proceeds from issuance of private placement | $ 542,610 | ||
Warrant [Member] | |||
Number of shares issued, shares | 1,571,430 | ||
Cash | $ 15,714 | ||
PRAMA Hotels And Resorts Limited [Member] | |||
Purchase price (in dollars per share) | $ 0.28 | ||
Number of shares issued, shares | 2,632,653 | ||
Convertible Notes Payable [Member] | |||
Number of shares issued, shares | 25,462,167 | ||
Liabilities | $ 1,150,483 |
EARNINGS AND LOSS PER SHARE (De
EARNINGS AND LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Basic net loss per share: | ||
Net loss attributable to TripBorn, Inc. | $ (427,264) | $ (259,159) |
Weighted average common shares outstanding | 97,605,456 | 95,711,874 |
Basic net loss per share attributable to TripBorn Inc. common stockholders | $ 0 | $ 0 |
EARNINGS AND LOSS PER SHARE (_2
EARNINGS AND LOSS PER SHARE (Details Narrative) | 3 Months Ended |
Jun. 30, 2019USD ($)shares | |
Net loss per common share: | |
Convertible debt | $ | $ 945,000 |
Conversion of convertible debt | 10,660,213 |
Number of warrant issued | 1,550,314 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Apr. 22, 2019 | Sep. 30, 2018USD ($) | Oct. 05, 2015USD ($) | Jun. 30, 2019ft² |
Description of settlement | On the acquisition of PRAMA, on April 22, 2019, the Company assumed an interest in an arbitration claim. PRAMA made an arbitration claim of approximately $295,000 (21.2 million Indian Rupees) against Ms. Khurana Hotels and Apartments Private Limited in the Civil Court Senior Division of Amritsar, India. | |||
CEO [Member] | ||||
Office space | ft² | 2,455 | |||
Indian Railway Catering and Tourism Corporation [Member] | ||||
Maintenance fee | $ 8,600 | |||
Application Programming Interface (API) Agreement [Member] | Indian Railway Catering and Tourism Corporation [Member] | ||||
Maintenance fee | $ 7,500 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 1,825,858 | $ 95,640 | |
Cost of revenues | (1,432,305) | (59,960) | |
Operating expenses | (837,829) | ||
Loss from operations, before other expense, net | (444,276) | (218,059) | |
Other expense, net | (118,479) | (41,100) | |
Net loss | (427,264) | $ (259,159) | |
Total assets | 19,821,391 | $ 2,417,359 | |
eCommerce Aggregator [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 132,120 | ||
Cost of revenues | (108,145) | ||
Operating expenses | (263,871) | ||
Loss from operations, before other expense, net | (239,896) | ||
Other expense, net | (46,347) | ||
Net loss | (286,243) | ||
Total assets | 4,950,735 | ||
Hospitality [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 1,693,738 | ||
Cost of revenues | (1,324,160) | ||
Operating expenses | (573,958) | ||
Loss from operations, before other expense, net | (204,380) | ||
Other expense, net | (72,132) | ||
Net loss | (276,512) | ||
Total assets | 17,654,185 | ||
Intersegment elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | |||
Cost of revenues | |||
Loss from operations, before other expense, net | |||
Other expense, net | |||
Net loss | |||
Total assets | $ (2,783,529) |
BUSINESS SEGMENTS (Details Narr
BUSINESS SEGMENTS (Details Narrative) | 3 Months Ended |
Jun. 30, 2019Number | |
Segment Reporting Information [Line Items] | |
Number of segment | 1 |
eCommerce Aggregator [Member] | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 7.00% |
Hospitality [Member] | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 93.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | Jul. 08, 2019 | |
Subsequent Event [Line Items] | ||||
Shares issued price per share (in dollars per share) | $ 0.70 | |||
Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of units issued, share | 1,571,430 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of units issued, share | 535,718 | 714,286 | ||
Number of units issued, value | $ 375,000 | $ 500,000 | ||
Shares issued price per share (in dollars per share) | $ 0.70 | $ 0.70 | ||
Common stock, conversion basis | Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. | Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. | ||
Description of exercised warrant | Each warrant can be exercised at any time prior to October 10, 2022 for the purchase of one share at an exercise price of $0.01. | Each warrant can be exercised at any time prior to August 16, 2022 for the purchase of one share at an exercise price of $0.01. | ||
Subsequent Event [Member] | Promissory Note [Member] | Arna Global LLC ("Arna") [Member] | ||||
Subsequent Event [Line Items] | ||||
Face amount | $ 100,000 | |||
Subsequent Event [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of units issued, share | 4,050,313 | |||
Proceeds from warrant exercises | $ 40,503 |