RE-CLASSIFICATIONS AND RE-STATEMENTS | 16. RE-CLASSIFICATIONS AND RE-STATEMENTS Re-classifications The Company previously disclosed $693,263, of accrued salaries in “Accounts payable and accrued expenses” as of June 30, 2019 but has decided to reclassify these accruals in “Salaries and benefits” for the consolidated condensed balance sheet as of September 30, 2019 to be consistent with management’s analysis of the business. The Company previously disclosed $13,828 of amounts due to Sachin Mandloi, a Director of the Company in due to related parties, but has decided to reclassify this to Salary payable to related parties in the consolidated condensed balance sheet as of June 30, 2019 to be consistent with the September 30, 2019 classification. The Company previously allocated net loss and comprehensive loss to the Parent and non-controlling interests on a 51% to 49% allocation based on the Parent’s equity interest in the PRAMA legal entity in accordance with GAAP. The Company has decided to allocate net loss and comprehensive income to the Parent and non-controlling interests in proportion to the economic interest in the PRAMA group, which differs from the above 51% to 49% allocation. Explicitly, the Parent’s economic interest in AHRL, IHPL, AFBL is approximately 30%, 26%, and 30%, respectively. This causes the net loss and other comprehensive income for the non-controlling interest to rise, and the corresponding net loss and other comprehensive income for the Parent to fall for the period. Re-statements The Company previously disclosed $23,343 of rent expense associated with PRAMA in Selling, general and administrative expenses instead of Cost of revenues for the consolidated condensed statement of operations for the three months ended June 30, 2019. The Company previously disclosed $75,950 due to Advance Finstock Private Limited as part of Other non-current liabilities as of June 30, 2019 but has decided to reclassify this balance to “Long term loans and convertible notes” in the consolidated condensed balance sheet as of September 30, 2019 to improve the disclosure of this matter. There is no formal loan agreement for this arrangement. The Company previously disclosed $33,354 and $7,269, $40,623 in aggregate, due to Mr. Mahesh Ghandi, a related party, as part of Other non-current liabilities and Other current liabilities, as of June 30, 2019, respectively, but has corrected this error by reclassifying the amounts to “Loans and convertible notes due to related parties” within current liabilities in the consolidated condensed balance sheet as of September 30, 2019. The $33,354 reflects the informal loan and the $7,269 reflects accrued interest as of June 30, 2019. There is no formal loan agreement for this arrangement. The Company previously disclosed $464,817 and $2,330 in cash and cash equivalents and other non-current assets, as of June 30, 2019, respectively, but has corrected this error by reclassifying the amounts to “Investments” within current assets in the consolidated condensed balance sheet as of September 30, 2019. The $464,817 is a deposit at a bank with a maturation beyond 90 days from June 30, 2019, the deposit was assumed on the purchase of PRAMA and so this also changed the net cash paid on acquisition of subsidiary by $464,817. The re-classifications and re-statements are being made in accordance with ASC 250, “Accounting Changes and Error Corrections.” The disclosure provision of ASC 250 requires that a company that corrects an error to disclose that its previously issued financial statements have been restated, a description of the nature of the error, the effect of the correction on each financial statement line item and any per share amount affected for each prior period presented, and the cumulative effect on retained earnings (deficit) in the statement of financial position as of the beginning of each period presented. There was no impact on basic and diluted earnings per share and cumulative effect on accumulated deficit in the balance sheet for the prior periods. The effect of the reclassifications and restatements did not have an impact on the balance sheet as of March 31, 2019, or basic and diluted earnings per share for the three month period ended June 30, 2019. The effect of the reclassifications / restatements did have an impact on the consolidated condensed statement of operations, consolidated condensed balance sheet, consolidated condensed statement of cash flows, consolidated condensed statement of equity (deficit) and consolidated condensed statement of comprehensive loss as of and for the three months ended June 30, 2019, as described below: CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) Three month period ended June 30, 2019 As previously Reclassification Reclassified / Description Net revenues $ 1,825,858 $ - $ 1,825,858 Cost of revenue and expenses Cost of revenue 1,432,305 23,343 1,455,648 Rent Selling, general, and administrative expenses 597,428 (23,343 ) 574,085 Rent Legal and consulting expenses 106,067 - 106,067 Depreciation and amortization 134,334 - 134,334 2,270,134 - 2,270,134 Loss from operations (444,276 ) - (444,276 ) Other income (expense) Other income 30,983 - 30,983 Interest income 6,204 - 6,204 Interest expense (155,666 ) - (155,666 ) Total other expense (118,479 ) - (118,479 ) Loss before income taxes (562,755 ) - (562,755 ) Income taxes - - Net loss (562,755 ) - (562,755 ) Net loss attributable to noncontrolling interests (135,491 ) (63,225 ) (198,716 ) Allocation non controlling interest Net loss attributable to TripBorn, Inc (427,264 ) 63,225 (364,039 ) Allocation non controlling interest CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE LOSS (UNAUDITED) Three month period ended June 30, 2019 As previously Reclassification Reclassified / Description Net loss $ (562,755 ) $ - $ (562,755 ) Net loss attributable to noncontrolling interests (135,491 ) (63,225 ) (198,716 ) Allocation non controlling interest Net loss attributable to TripBorn, Inc. (427,264 ) 63,225 (364,039 ) Allocation non controlling interest Currency translations adjustment 37,239 - 37,239 Currency translation adjustment attributable to noncontrolling 21,141 25,889 47,030 Allocation non controlling interest Currency translation adjustment attributable to TripBorn, Inc 16,098 (25,889 ) (9,792 ) Allocation non controlling interest Comprehensive loss (525,516 ) - (525,516 ) Comprehensive loss attributable to noncontrolling interests (114,350 ) (37,336 ) (151,686 ) Allocation non controlling interest Comprehensive loss attributable to TripBorn, Inc. (411,166 ) 37,336 (373,830 ) Allocation non controlling interest CONSOLIDATED CONDENSED STATEMENT OF EQUITY (DEFICIT) (UNAUDITED) (AS PREVIOUSLY PRESENTED) For the three months ended June 30, 2019 Shares Common Additional paid in Accumulated Accumulated TripBorn Inc Noncontrolling Total equity / (In $ except for number of common stock) Balance as of March 31, 2019 97,190,435 $ 9,719 $ 3,227,452 $ 39,489 $ (4,355,630 ) $ (1,078,970 ) $ - $ (1,078,970 ) Common stock issued on 2,632,653 263 736,880 - - 737,143 - 737,143 Common stock and 775,157 78 542,532 - - 542,610 - 542,610 Common stock issued on 1,571,430 157 15,557 - - 15,714 - 15,714 Common stock issued on 25,462,167 2,546 1,147,937 - - 1,150,483 - 1,150,483 Noncontrolling interests - - - - - - 2,053,333 2,053,333 Currency translation - - - 16,098 - 16,098 21,141 37,239 Net loss - - - - (427,264 ) (427,264 ) (135,491 ) (562,755 ) Balance as of June 30, 2019 127,631,842 $ 12,763 $ 5,670,358 $ 55,587 $ (4,782,894 ) $ 955,814 $ 1,938,983 $ 2,894,797 CONSOLIDATED CONDENSED STATEMENT OF EQUITY (DEFICIT) (UNAUDITED) (RECLASSIFICATION) For the three months ended June 30, 2019 Shares Common Additional paid in Accumulated Accumulated TripBorn Inc Noncontrolling Total equity / (In $ except for number of common stock) Balance as of March 31, 2019 - $ - $ - $ - $ - $ - $ - $ - Common stock issued on - - - - - - - - Common stock and - - - - - - - - Common stock issued on - - - - - - - - Common stock issued on - - - - - - - - Noncontrolling interests - - - - - - - - Currency translation - - - (25,889 ) - (25,889 ) 25,889 - Net loss - - - - 63,225 63,225 (63,225 ) - Balance as of June 30, 2019 - $ - $ - $ (25,889 ) $ 63,225 $ 37,336 $ (37,336 ) $ - CONSOLIDATED CONDENSED STATEMENT OF EQUITY (DEFICIT) (UNAUDITED) (RECLASSIFIED) For the three months ended June 30, 2019 Shares Common Additional paid in Accumulated Accumulated TripBorn Inc Noncontrolling Total equity / (In $ except for number of common stock) Balance as of March 31, 2019 97,190,435 $ 9,719 $ 3,227,452 $ 39,489 $ (4,355,630 ) $ (1,078,970 ) $ - $ (1,078,970 ) Common stock issued on 2,632,653 263 736,880 - - 737,143 - 737,143 Common stock and 775,157 78 542,532 - - 542,610 - 542,610 Common stock issued on 1,571,430 157 15,557 - - 15,714 - 15,714 Common stock issued on 25,462,167 2,546 1,147,937 - - 1,150,483 - 1,150,483 Noncontrolling interests - - - - - - 2,053,333 2,053,333 Currency translation - - - (9,792 ) - (9,792 ) 47,030 37,239 Net loss - - - - (364,039 ) (364,039 ) (198,716 ) (562,755 ) Balance as of June 30, 2019 127,631,842 $ 12,763 $ 5,670,358 $ 29,697 $ (4,719,669 ) $ 993,149 $ 1,901,648 $ 2,894,797 CONSOLIDATED CONDENSED STATEMENT OF RECLASSIFIED CASH FLOWS (UNAUDITED) Three month period ended June 30, 2019 As previously Reclassification Reclassified / Description Cash flows from operating activities Net loss $ (562,755 ) $ - $ (562,755 ) Adjustment to reconcile net loss to net cash used in operating Depreciation and amortization 134,334 - 134,334 Stock based compensation 25,723 - 25,723 Changes in operating assets and liabilities: Accounts receivable (480,294 ) - (480,294 ) Other current assets 111,934 - 111,934 Accounts payable (58,634 ) (693,263 ) (751,897 ) Accrued salary Other current liabilities 1,199,970 725,814 1,925,784 Accrued salary and Mr Mahesh Ghandi impact Other non-current liabilities (257,475 ) (32,551 ) (290,026 ) Mr. Mahesh Ghandi Net cash provided by operating activities 112,803 - 112,803 Cash flows from investing activities Net cash paid on acquisition of subsidiary (507,093 ) (464,817 ) (971,910 ) Bank deposits Purchases of fixed assets (51,865 ) - (51,865 ) Net cash used in investing activities (558,958 ) (464,817 ) (1,023,775 ) Cash flows from financing activities Proceeds from issuance of common stock and exercise of warrants (558,958 ) - (558,958 ) Repayment of convertible notes (9,730 ) - (9,730 ) Net cash used in financing activities 548,595 - 548,595 Effect of exchange rates changes on cash 26,450 - 26,450 Net change in cash 128,890 (464,817 ) (335,927 ) Cash Beginning of the period 1,230,012 - 1,230,012 End of the period $ 1,358,902 $ (464,817 ) $ 894,085 Supplementary disclosure of interest paid $ 92,586 $ - $ 92,586 CONSOLIDATED CONDENSED RECLASSIFIED BALANCE SHEET (UNAUDITED) Three month period ended June 30, 2019 As previously Reclassification Reclassified / Description ASSETS Current Assets: Cash and cash equivalents $ 1,358,902 $ (464,817 ) $ 894,085 Reclassification of cash, non current investments to fixed deposits Accounts receivable, net, and unbilled revenue 1,275,350 - 1,275,350 Due from related parties 951,521 - 951,521 Investments - 467,147 467,147 Reclassification of cash, non current investments to fixed deposits Other current assets 1,242,181 - 1,242,181 Total current assets 4,827,954 2,330 4,830,284 Non current assets: Operating lease, right-of-use assets, net 8,335,384 - 8,335,384 Goodwill 936,788 - 936,788 Intangible assets, net 2,309,043 - 2,309,043 Property and equipment, net 1,707,019 - 1,707,019 Other noncurrent assets 1,705,203 (2,330 ) 1,702,873 Reclassification of cash, non current investments to fixed deposits TOTAL ASSETS $ 19,821,391 $ - $ 19,821,391 Three month period ended June 30, 2019 As previously Reclassification Reclassified / Description ASSETS LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 2,094,061 $ (693,263 ) $ 1,400,798 Accrued salary Local duties and taxes 1,003,166 - 1,003,166 Due to related parties 909,610 (13,828 ) 895,782 To Salary payable Loans and convertible notes due to related parties 1,224,323 40,623 1,264,946 Mr. Mahesh Ghandi Interest payable (includes $560,390 due to related party) 592,988 - 592,988 Salaries and benefits (includes $430,030 due to related party) 459,661 707,091 1,166,752 Accrued salary Loans due within one year with third parties 467,222 - 467,222 Other current liabilities 864,045 (7,269 ) 856,776 Mr. Mahesh Ghandi Total current liabilities 7,615,076 33,354 7,648,430 Long term portion of operating lease liabilities 8,233,283 - 8,233,283 Long term loans and convertible notes 371,571 75,950 447,521 Advance Finstock Private Limited Other non-current liabilities 706,664 (109,304 ) 597,360 Advance Finstock Private Limited and Mr Mahesh Ghandi Total current and long-term liabilities 16,926,594 - 16,926,594 Commitments and contingencies - - - Preferred stock $.0001 par value - - - Common stock $.0001 par value 12,763 - 12,763 Additional paid in capital 5,670,358 - 5,670,358 Accumulated deficit (4,782,894 ) 63,225 (4,719,669 ) Allocation non controlling interest Accumulated other comprehensive income 55,587 (25,890 ) 29,697 Allocation non controlling interest TOTAL TRIPBORN, INC STOCKHOLDERS’ EQUITY / 955,814 37,335 993,149 Nonc Noncontrolling interest in consolidated entity 1,938,983 (37,335 ) 1,901,648 Allocation non controlling interest Total equity (deficit) 2,894,797 - 2,894,797 TOTAL LIABILITIES AND EQUITY $ 19,821,391 $ - $ 19,821,391 CONDENSED PURCHASE PRICE ALLOCATION ON ACQUISITION OF PRAMA (UNAUDITED) As of April 22, 2019 As previously presented Reclassification Reclassified / Description Purchase Price allocation Net cash $ 642,907 $ (464,817 ) $ 178,090 Fixed deposits Acquired intangible assets at fair value 2,003,085 - 2,003,085 Investment in and receivable from equity investee 665,799 - 665,799 Investment in fixed deposits - 467,047 467,047 Fixed deposits Right to use of assets 7,480,986 - 7,480,986 Property and equipment, net 1,684,360 - 1,684,360 Accounts receivable 616,564 - 616,564 Amounts due from related parties 661,128 - 661,128 Other current assets 1,353,687 - 1,353,687 Other non-current assets 990,449 (2,230 ) 988,219 Fixed deposits Operating lease liabilities assumed (7,641,431 ) - (7,641,431 ) Accounts payable (1,292,260 ) 200,515 (1,091,745 ) Accrued salary Amounts due to related parties (704,646 ) (40,623 ) (745,269 ) Mr. Mahesh Ghandi Loans due within one year with third parties (574,021 ) - (574,021 ) Other current liabilities (1,654,116 ) (193,246 ) (1,847,362 ) Advance Finstock Private Limited and Mr. Mahesh Ghandi Other non-current liabilities (978,803 ) 33,354 (945,449 ) Mr. Mahesh Ghandi Fair value of net assets acquired 3,253,688 - 3,253,688 Goodwill 936,788 - 936,788 Noncontrolling interests (2,053,333 ) - (2,053,333 ) Purchase consideration paid in cash and common $ 2,137,143 $ - $ 2,137,143 |