UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________

FORM 10-K

_______________________________________

(Mark One)

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

For the fiscal year ended March 31, ~~2018~~ 2019

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

For the transition period from to

Commission file number 333-210821

_______________________________________________

TripBorn, Inc.

(Exact name of registrant as specified in its charter)

Delaware		27-2447426
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
812, Venus Atlantis Corporate Park Near Prahalad Nagar Garden, Satellite Ahmedabad, Gujarat, India 380 015
762 Perthshire Pl, Abingdon, MD 21009
(Address of principal executive offices)

Registrant’s telephone number, including area code:

~~(91)~~+1 79269 ~~2647400~~274 7877

________________________________________________

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

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

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐o No ý

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐o No ý

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ý Emerging growth company ý

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

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

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

The number of the registrant’s common shares, $0.0001 par value per share, outstanding on June 27, 2018 was 95,711,874.

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosure	20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	20
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A.	Controls and Procedures	46
Item 9B.	Other Information	46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accountant Fees and Services	51
PART IV
Item 15.	Exhibits and Financial Statement Schedules	51
Signatures		52
Index to Exhibits		53

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company ý
Emerging growth company ý

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant as of September 30, 2018 ( the last business day of the registrants’ most recently completed second quarter) was approximately $17 million.

The number of the registrant’s common shares, $0.0001 par value per share, outstanding on the reporting date was128,346,128.

		Page
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosure	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	24
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A.	Controls and Procedures	48
Item 9B.	Other Information	50
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	51
Item 11.	Executive Compensation	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	53
Item 14.	Principal Accountant Fees and Services	54
PART IV
Item 15.	Exhibits and Financial Statement Schedules	55
Signatures		56
Index to Exhibits		57

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FORWARD LOOKING STATEMENTS

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

~~Although~~· weadverse ~~believe~~effects ~~that~~on ~~the expectations reflected in~~ our ~~forward-looking~~business ~~statements~~because ~~are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results~~ of ~~operations,~~regulatory ~~as well as any forward-looking statements~~investigations, ~~are subject to change and to inherent risks and uncertainties~~litigation, ~~such~~cease ~~as those disclosed in this annual report. We do not intend,~~ and ~~undertake~~desist noorders ~~obligation,~~or ~~to update any forward-looking statement, except as required by law.~~settlements;

~~Notwithstanding~~· ~~the~~our ~~above,~~ability ~~Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act expressly state that the safe harbor for forward-looking statements does not apply~~ to ~~companies~~comply ~~that~~with ~~issue penny stocks. Accordingly,~~ the ~~safe~~terms ~~harbor for forward-looking statements under the PSLRA is not currently available to us because we may be considered to be an issuer~~ of ~~penny~~our ~~stock.~~settlements;

increased regulatory scrutiny and media attention;

any adverse developments in existing legal proceedings or the initiation of new legal proceedings;

our ability to effectively manage our regulatory and contractual compliance obligations;

the adequacy of our financial resources, including our sources of liquidity and ability to sell, fund and recover advances, repay borrowings and comply with the terms of our debt agreements, including the financial and other covenants contained in them;

our ability to interpret correctly and comply with liquidity, net worth and other financial and other requirements of regulators as well as those set forth in our debt and other agreements;

our ability to invest available funds at adequate risk-adjusted returns;

uncertainty regarding regulatory restrictions on our ability to repurchase our own stock;

volatility in our stock price;

our ability to contain and reduce our operating costs;

our ability to successfully modify delinquent loans, manage foreclosures and sell foreclosed properties;

uncertainty related to legislation, regulations, regulatory agency actions, regulatory examinations, government programs and policies, industry initiatives and evolving best servicing practices;

the loss of the services of our senior managers and our ability to execute effective chief executive and chief financial officer leadership transitions;

uncertainty related to general economic and market conditions, delinquency rates, home prices and disposition timelines on foreclosed properties;

uncertainty related to our ability to continue to collect certain expedited payment or convenience fees and potential liability for charging such fees;

uncertainty related to our reserves, valuations, provisions and anticipated realization of assets;

uncertainty related to the ability of third-party obligors and financing sources to fund servicing advances on a timely basis on loans serviced by us;

uncertainty related to the ability of our technology vendors to adequately maintain and support our systems, including our servicing systems, loan originations and financial reporting systems;

our ability to effectively manage our exposure to interest rate changes and foreign exchange fluctuations;

our ability to meet capital requirements established by, or agreed with, regulators or counterparties;

our ability to protect and maintain our technology systems and our ability to adapt such systems for future operating environments; and

uncertainty related to the political or economic stability of the United States and of the foreign countries in which we have operations; and

our ability to maintain positive relationships with our large shareholders and obtain their support for management proposals requiring shareholder approval.

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

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Item 1. Business

Overview

We are anLast ~~online~~Mile ~~travel~~Commerce ~~agency,~~and ~~sometimes~~Connectivity ~~referred~~aggregator ~~to as an OTA,~~ that ~~offers~~delivering ~~travel~~the ~~reservations~~product and ~~related travel~~ services to ~~travel~~offline ~~agents~~consumer using service agent network in India through our website, www.tripborn.com. Currently, we operate as a business to business, or B2B, ~~online~~Last ~~travel~~Mile ~~agency~~Commerce platform that serves ~~travel~~business agents and ~~travel~~ companies based in India in ~~booking~~ providing travel ~~services~~ and financial services products for their offline customers. Through our internet-based platform, our ~~travel~~business or travel agents can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services and ~~e-commerce~~financial services including money transfer bill payment, and Micro ATM products. We serve approximately ~~6,534~~9000 business agents across India. We plan to expand our presence throughout pan-India as opportunities present, with an immediate focus on the states of Gujarat, Maharashtra, Rajasthan, Delhi, Bihar, Jharkhand, Orissa, and Madya Pradesh and South India. Sometimes we also referred as an Online Travel Agency (“OTA”), that offers travel reservations and related travel services and products to travel agents in India through our website, www.tripborn.com.

We are a holding company organized in Delaware in 2010. Our president and director, Deepak Sharma formed our operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”), under the laws of the Republic of India in 2010. Sunalpha commenced operations as an Online Travel Agency (“OTA”) in India in February 2014.

We engineered our internet-based platform, Travelcord using multiple systems platforms with an emphasis on scalability, performance and reliability. We integrated other software platforms, applications and database systems into Travelcord. We designed these internal platforms to include open application protocol interfaces that can provide connectivity to our travel services suppliers. Our travel services suppliers include aggregators and individual providers, such as individual hotels. Our applications use secure communications and transactions, as appropriate.

Our Market

India’s rapidly growing economy and rising middle class are driving growth in India’s travel and tourism industry. According to the World Bank India will continue to be the fastest growing major economy in the world, according to world bank India’s gross domestic product (“GDP”) is expected to grow ~~6.7%~~at ~~in India’s current fiscal year and~~ 7.3 % in fiscal year 2018-2019 and accelerate to 7.5% in fiscal year 2019- and 2020. The World Bank has forecast, attributing it to an upswing in consumption and investment where “India’s long-term growth has become more steady, stable, diversified, and resilient,” according to the World Bank. A November 2016 World Economic Forum report stated that the Indian middle class doubled in size over an eight -year period from 300 million in 2004 to 600 million in 2012 and half of the 1.2 billion population is now middle class. The report further states that by 2027, India’s population will overtake China’s and India’s middle class will overtake the middle classes of the United States, Europe, and China. According to an April 2018 report by the International Monetary Fund, nominal per capita income of the Indian population continues to increase. All of these factors tend to increase discretionary spending in areas such as travel and leisure. According to Word Travel & Tourisms Council Economic Impact 2018, the travel and tourism sector in India has been increasingly contributing to overall GDP, accounting for 9.4% in 2017 and forecasting to rise by 7.5% to approximately 10.1% in 2018. Domestic tourists accounted for over 88% of the travel and tourism spending in 2017.

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Although internet penetration and use of debit and credit cards is rapidly increasing, India continues to have a significant unbanked population, particularly outside of urban areas. According to an October 2015 report prepared by PricewaterhouseCoopers, 233 million households in India did not have access to banking services at that time, down from 557 million in 2011. According to Global Findex database it is estimated that in June 2018 there were still 191 million individuals in India who do not have bank accounts. According to India’s 2011 Census, 69% of India’s population lives in rural areas, while 5% live in semi-urban areas. In addition, lower internet penetration and literacy rates in more rural areas mean that OTAs are unable to reach a significant portion of the population directly. Due to a combination of these factors, semi-urban and rural travelers are more likely to require an intermediary to book travel related services and products.

Our Strategy

We manage our OTA business through Travelcord, our proprietary internet-based online transaction platform. Through our website, www.tripborn.com, we offer a wide inventory of travel services and products to travel agents who serve the growing middle class of largely offline travelers in semi-urban and rural regions of India. Through our proprietary technology, we consolidate and provide our travel agents with access to travel bookings and hotel reservations that otherwise would be costly and time-consuming to obtain for their customers in an often -fragmented marketplace. While some of our more established competitors have focused on selling directly to consumers in urban areas, our travel agent partners tend to be small, brick and mortar establishments that serve travelers who rely on more personalized transactions for their travel booking needs due to language barriers and lack of access to the internet or credit cards. We have grown our operations through referrals and a focus on addressing our customers’ needs through sophisticated technology. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that we will be inable ~~a position~~ to use our established platform to offer travel services and products directly to consumers. During our fiscal year ended March 31, ~~2017~~2018 (“fiscal year ~~2017~~2018”), we launched a new money transfer product on our established platform. This product allows users to electronically transfer money and is a value-added service to our existing customers. We plan to grow our processing volume by increasing the number of services offered on our network, increasing the number of travel agents on our platform, and increasing the value-added services offered through our network, including financial products.

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We are working with a number of banks to become their banking correspondents and payment processors to increase our travel agent service offerings, and we plan to continue to expand our number of partners in order to provide more value to our travel agent base. Our travel agent growth is directly attributable to our organic sales efforts through our sales team; at the same time, we also grow the number of travel agents on our platform by signing up existing organizations or cooperatives to our service. Our rapid growth in gross revenue is the result of two key factors: increasing the number of deposits collected from our travel agents on a daily basis, and by our travel agents offering a diverse and profitable mix of ticketing services.

Corporate History

~~TripBorn~~Tripborn, Inc. is(“Company”) was aincorporated ~~holding~~under ~~company~~the ~~incorporated~~law inof the state of Delaware in January 2010. Weoffice ~~operated~~is aslocated aat ~~shell~~762 ~~company~~Perthshire ~~with~~Pl, ~~nominal~~Abingdon, orMD no21009. The ~~assets~~Company orprovides ~~operations~~Online ~~until~~Travel ~~December~~Agency ~~2015~~(OTA) ~~when~~and werelated ~~acquired~~services ~~our~~and ~~Indian~~selling ~~operating~~its ~~subsidiary,~~services ~~Sunalpha~~to ~~Green~~directly ~~Technologies~~to ~~Private~~Business ~~Limited,~~customers. The orCompany ~~“Sunalpha~~primarily operates in India.” Tripborn, Inc. ~~was~~formerly known as PinstripesNYC, Inc. ~~until~~was ~~January~~operating ~~2016. We filed reports~~ as ~~PinstripesNYC,~~a ~~Inc.~~shell company with nominal ~~the~~or ~~Securities~~no ~~and~~assets ~~Exchange~~or ~~Commission~~operations ~~under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from August 2010~~ until weDecember ~~terminated the registration of our securities in May 2013. Our principal executive offices are located at 812~~14, ~~Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat, India 380 015, and our telephone number is 91 79-26474400~~2015. ~~Our~~Tripborn ~~website address is www~~Inc.~~tripborn.com.~~ ~~Our~~was ~~website~~known ~~and~~as ~~the information contained on~~PinstripesNYC, orInc. ~~that~~until ~~can~~January ~~be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this annual report on Form 10-K~~2016.

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

~~Our~~As ~~internet-based~~a ~~platform~~result atof ~~www.tripborn.com~~the ~~provides participating travel agents~~Merger, ~~travel~~Sunalpha ~~managers,~~became ~~arrangers~~a ~~and~~wholly ~~corporations~~owned ~~with~~subsidiary of the ~~ability~~Registrant to(Pinstripes ~~quickly~~NYC ~~search~~Inc.) ~~and~~now ~~book~~Tripborn ~~the services described below for their largely offline customers~~Inc. ~~Many of our arrangements with our travel service suppliers are informal~~ and ~~provide~~following ~~our counterparties with~~ the ~~ability~~consummation toof ~~terminate or suspend~~ the ~~arrangements~~Merger ~~with~~and ~~little~~giving oreffect ~~no notice. Our arrangements with our travel service suppliers with respect~~ to the issuance ~~terms~~ of ~~our~~the ~~sales~~Merger ~~targets,~~Shares ~~incentives~~76,804,914 ~~commissions~~shares issued and ~~discounts~~outstanding ~~often~~of ~~are subject to change at~~ the ~~discretion~~Registrant ofby ~~our~~its ~~supplier~~principle ~~and are negotiated periodically on a quarterly or yearly basis, if not more frequently~~stockholders. ~~We also typically pay fees to our travel service suppliers to directly connect into their booking systems on an initial and/or ongoing basis.~~

4For accounting purposes, Sunalpha was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, Sunalpha’s assets, liabilities, and results of operations are the historical consolidated financial statements of the Company and Company’s assets, liabilities and results of operations are consolidated with Tripborn Inc. effective as of the date of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

Since commencing operations as an OTA in February 2014, we have grown our business by initially processing a few transactions a day to processing approximately 8,000 transactions per day in March 2019. In our fiscal year ended March 31, 2019 we processed 1,553,759 transactions and 19.4 million searches have been performed on our platform compared to 1.0 million plus transactions and 16.9 million searches in March 31, 2018. During fiscal 2019, we have experienced increased traffic on our website due to our efforts in marketing and branding. Our agent customers log in nearly 3,142 times per day, up from 2,701 at March 31, 2018. We have steadily worked to add suppliers in order to provide additional services and better pricing for our travel agent customers. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that we will be in a position to use our established platform to offer travel services and related services directly to consumers. We believe our online platform is capable of managing hundreds of suppliers and millions of transactions in furtherance of our growth strategies.

Change in Control Transaction and Reverse Recapitalization

The audited consolidated financial statements include the financial statements of the Company and Sunalpha, our wholly owned operating subsidiary. All significant related party accounts and transactions between the Company and Sunalpha have been eliminated upon consolidation.

The Company was formed by two transactions, the first being a change in control transaction on December 8, 2015, whereby Arna Global LLC (“Arna”), which is wholly owned by our president and director, Deepak Sharma, received 71,428,570 shares of our common stock, or 93% of the then-outstanding shares, for cash consideration of $95,500 pursuant to the Stock Purchase Agreement among us, Arna, and Maxim Kelyfos, LLC dated December 8, 2015. In the second transaction, which was completed on December 14, 2015, we acquired substantially all of the outstanding shares of Sunalpha, which was incorporated under the laws of the Republic of India on November 2010. Sunalpha is the acquirer for financial reporting purposes, and TripBorn (formerly known as PinstripesNYC, Inc.) is the acquired company.

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Increase in Authorized Shares

The Company amended its certificate of incorporation on January 13, 2016 to (a) increase the total number of authorized shares of capital stock of the Corporation to Two Hundred Ten Million (210,000,000) with Two Hundred Million (200,000,000) shares designated as common stock at $.0001 par value and Ten Million (10,000,000) shares designated s preferred stock at $.0001 par value. and (b) change its name from PinstripesNYC. Inc. to Tripborn, Inc.

Our Services and Products

Our internet-based platform at www.tripborn.com provides participating business or travel agents, travel managers, arrangers and corporations with the ability to quickly search and book the services described below for their largely offline customers. Many of our arrangements with our service suppliers are informal and provide our counterparties with the ability to terminate or suspend the arrangements with little or no notice. Our arrangements with our service suppliers with respect to the terms of our sales targets, incentives, commissions and discounts often are subject to change at the discretion of our supplier and are negotiated periodically on a quarterly or yearly basis, if not more frequently. Our systems are connected to booking or reservation systems of our service suppliers. Our suppliers can charge fees, surcharge or commission for accessing there on an initial and/or ongoing basis. These arrangements are documented using contracts or service agreements.

Air ticketing

Our travel agent customers can book domestic or international flights through our website. We have agreements with India’s three domestic low-cost carriers. In addition, through our website, we offer our travel agents access to international air tickets to destinations worldwide as an approved agent of the International Association of Travel Agents, or “IATA,” and through our aggregators, which have agreed to provide us with access to their airline ticket inventory.

Our platform at www.tripborn.com allows our customers to search for available tickets based on their customers’ requirements. Our platform quickly processes the available inventory of our aggregators and suppliers and displays the results, including availability, schedules and prices. The prices displayed include the commission that our customers will earn on the ticket sales.

We typically procure tickets from our suppliers and sell them to our travel agent customers. We earn revenue by charging a markup or adding fees to the ticket price and by charging booking fees, service charges and/or payment gateway charges for using our website. We also receive revenue from our suppliers by earning incentives and/or commissions based on the volume of tickets we purchase from our suppliers. We may pre-purchase blocks of air tickets from our suppliers and hold them to resell within specified time periods. If we are not able to sell these pre-purchased tickets, we recognize a loss. We also may pay in advance for air tickets to receive a discount on purchases from our suppliers. These advance payments are credited toward future air ticket sales.

Hotel reservations

We offer access to reservations with 400,000 hotels across the world, including hotels in India through aggregators that we have directly connected into our booking system. Our platform allows our travel agent customers to meet their customers’ needs by searching for hotel availability by location and sorting search results by star ratings and price. Our search results include photos and descriptions of the hotels’ amenities. We arrange for hotel bookings for our travel agent customers by securing the booking at base rates and earn revenue by including a markup or fees on the rates billed to our travel agent customers and by charging booking fees, service charges and/or payment gateway charges for using our website. We also may earn incentives and/or commissions from our suppliers for completing bookings. In some cases, our employees may arrange for hotel bookings directly with individual hotels. In addition, we may pre-purchase blocks of reservations from our suppliers and hold them to resell within specified time periods. If we are not able to sell these reservations, we recognize a loss.

Bus ticketing

Our travel agent customers can book bus tickets onin India on our website through an aggregator that is directly connected into our booking system. Our platform consolidates ticketing for largely unorganized regional bus services for the benefit of our travel agent customers and their customers. As a value -added service, our platform allows our travel agent customers to select specific seats by gender, which is of interest to their Indian customers. We may also procure bus tickets offline from individual bus operators for our travel agent customers. We procure bus tickets for our travel agent customers at base rates and earn revenue by including a markup or fees on the tickets. We also earn incentives and commissions from our supplier for completing bookings.

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Rail ticketing

We are a B2B ~~Principal~~ Agent of the Indian Railway Catering and Tourism Corporation, or IRCTC, which is a government entity that allows us to offer reservations through Indian Railways’ passenger reservation system on our webpage. Indian Railways is India’s state-owned railway, which owns and operates most of India’s rail transportation. We have integrated our system with IRCTC’s to provide a seamless booking process for our travel agent customers. According to the 2016-2017 annual report of the Ministry of Railways, Indian Railways sold 209 million tickets in 2016-2017 and carries approximately 23 million passengers daily. Rail travel is the primary mode of transportation for Indians, particularly in rural areas.

As a Principal Agent, we enroll our travel agent customers to book rail tickets for their customers through our platform. We earn revenue by collecting enrollment fees from our travel agent customers, by collecting service charges on each seat booked and by collecting payment gateway charges on the amount of the transaction. The IRCTC determines ticket prices and the maximum amount of the service charge (currently, between approximately $0.30 and $0.60 per ticket). We also may charge our travel agent customers a fee based on the percentage of the transaction value for payment gateway charges (currently, up to two percent).

Sunalpha entered into an agreement with IRCTC for a one-year term that expired in October ~~2017~~2018. On September 30, ~~2017~~2018, Sunalpha renewed its agreement with the IRCTC. The agreement will expire on October 5, ~~2018~~2019 and may be renewed for an additional annual term in the discretion of the IRCTC. The IRCTC may terminate or temporarily suspend the agreement without prior notice.

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Visa processing

Through third parties, we can arrange for visa processing as an ancillary service for the customers of our travel agent customers. We pay our suppliers for the service and collect fees from our travel agent customers.

Vacation packages

Our travel agent customers can search our platform for available vacation packages or submit inquiries regarding their customers’ preferences to be fulfilled by us and/or our third-party suppliers. Our call center also is available to our travel agent customers to facilitate these requests. We arrange for vacation package bookings for our travel agent customers by securing the booking at base rates and earn revenue by including a markup or fees on the rates billed to our travel agent customers and by charging booking fees, service charges and/or payment gateway charges for using our website. We also may earn incentives and/or commissions from our suppliers for completing bookings. In addition, we may create packages based on our travel agent customers’ specifications by purchasing the components of the package from our suppliers as necessary.

Pre- and post-paid services and utilities

As a value-added service, our travel agent customers may use our internet platform to pay make pre- and post-paid mobile payments and payments for television service and data cards on behalf of their customers. We pay our suppliers for the services and earn a commission as a percentage of the price of the services. We also pass a service charge on to our travel agent customers.

Money transfer ~~product~~service

As a value-added service, our ~~travel~~business agent customers may use our internet platform which is connected to intermediary bank settlement system to make cash transfers on behalf of their customers. We pay our suppliers for the services and earn a commission as a percentage of the price of the services. We also ~~pass~~collect a service charge or fees on to our ~~travel~~business agent customers. Wefor ~~originate~~performing ~~domestic remittance transactions, which is~~ the ~~sending of~~ money ~~from~~transfer ~~one~~services ~~consumer~~for ~~using~~their ~~our~~customers. ~~agent~~We ~~network~~originate domestic ~~within~~remittance ~~India~~transactions tousing ~~another~~intermediary ~~consumer~~banking system, aand ~~service~~bank ~~that~~sends ~~enables~~money ~~consumers~~ to ~~withdraw~~end ~~cash~~customer ~~from their~~ bank ~~accounts~~account.

White label solution

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

Distribution

Our travel agent customers search and book travel services and products for their clients through our internet-based Travelcord platform at www.tripborn.com. Our sales and marketing team enrolls the new travel agent customers and distributors. We train these travel agent customers to use our systems and processes. The travel agent customers can enroll with us to access some or all of the booking services available on our platform. For example, some travel agent customers may choose only to access rail ticketing, while others may choose to access our entire offering of services. We do not have formal arrangements with our travel agent customers, but we evaluate each travel agent customer prior to enrolling them into our system to assess their credit-worthiness and negotiate payment terms. We require our travel agent customers to provide payment for services booked through us from within one to ten days. We also charge our travel agent customers a one-time non-refundable enrollment fee of $75 - $100.

We engineered our internet-based platform using multiple systems platforms with an emphasis on scalability, performance and reliability to ensure our platform is always available for our customers. We primarily host our systems infrastructure and web and database servers of our operations through IBM, which provides network connectivity, networking infrastructure, uninterruptable power supply and 24-hour monitoring and engineering support typical of hosted data centers. All data center facilities have a continuous power supply system, generators, redundant servers and multiple back-up systems. Although we take steps to mitigate the effects of any loss or reduction in service at one of our hosting facilities, if a hosting facility were inaccessible or otherwise experienced a disruption in service for any reason, we could experience a disruption to our services, loss of transactions and revenue and consumer complaints.

~~We also maintain a call center to provide customer support and troubleshooting solutions.~~8

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We also maintain a call center to provide customer support and troubleshooting solutions.

Sales and Marketing

We facilitate the sale of third parties’ travel services and products through our internet website to travel agents, who book hotels and tickets for their largely offline customers. In the past 24three ~~months~~years, we have built a network of over ~~6,534~~ 9000 plus service agents by reputation and word of mouth. Our agent customers are primarily based in and around the city of Ahmedabad in Gujarat, but also operate in the other states across India. We are expanding our sales team and hiring employees to expand our marketing and sales efforts.

Competition

The market for travel services and products in India is highly competitive. We currently compete with both established and other emerging providers of travel services and products, including other online travel agencies, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete with us for customers.

Established OTAs such as makemytrip.com, cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and agoda.com have achieved strong brand recognition and reliability in India. Since the travel industry is a high-volume, low-margin business, it can be difficult for emerging participants, such as us, to capture a meaningful share of the market from OTAs with established brands and resources. We intend to build our brand in the underserved rural and semi-rural markets through our superior service-oriented travel portal. We believe that being a later market entrant allows us to develop a superior platform with upto-date technologies.

Certain of our travel service suppliers have also been steadily focusing on increasing online demand on their own websites and decreasing or eliminating their dependence on third-party distributors like us. For instance, many low-cost airlines may, subject to applicable regulations, reduce or eliminate commissions to agents such as us or restrict the amount of service fees we are able to charge customers. Suppliers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as their own bonus miles or loyalty points, which could make their offerings more attractive to customers than offerings like ours. See “Risk Factors — Risks Related to Our Industry — The travel industry in India is highly competitive, and we may not be able to compete effectively.”

Intellectual Property

Our affiliate Arna Global LLC (“Arna”), which is wholly-owned by our president and director, Deepak Sharma, acquired the rights to the Travelcord software from Takniki Communications, which is wholly-owned by our vice president and director, Sachin Mandloi, pursuant to a Software Development Agreement dated January 26, 2015 (the “Software Development Agreement”). Under this Software Development Agreement, Takniki Communications agreed to develop Travelcord and provide support for a maximum fee of $906,000. In turn, Arna licensed Travelcord to Sunalpha under a Software Licensing Agreement dated April 1, 2015 (the “Software Licensing Agreement”). Pursuant to a Software Agreement with Arna dated December 16, 2015 (the “Software Agreement”), we acquired Arna’s ownership and development rights to the Travelcord software. Under the Software Agreement, Arna also transferred its right to license the software to Sunalpha under the Software Licensing Agreement. As a result of these transactions, we agreed to pay Arna $956,000 for Travelcord, which we provided in the form of a convertible promissory note. By virtue of a letter agreement, we license Travelcord to our operating subsidiary, Sunalpha. Sunalpha has agreed to pay us a one-time implementation and customization user fee of $956,000 and a fee of $215,000 for each five-year term under the Software Licensing Agreement. Pursuant to a Software Development Agreement between us and Takniki Communications dated September 23, 2016, the Travelcord software was upgraded, with additional features and capabilities added.

We rely on confidentiality and non-compete agreements and provisions to protect our intellectual property rights. WeOur ~~have applied for~~ trademark registration in India for our name, TripBorn was approved on May 30, 2019.

~~Employees~~9

We currently have 49 employees based in our Ahmedabad, Gujarat and Bangalore, Karnataka, India offices, all of which are full time employees. None of our employees are represented by a labor union. We have not experienced any work stoppages and believe that we have satisfactory employee relations.

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Employees

We currently have 44 employees based in our Ahmedabad, Gujarat and Bangalore, Karnataka, India offices, all of which are full time employees. None of our employees are represented by a labor union. We have not experienced any work stoppages and believe that we have satisfactory employee relations.

Government Regulation

In the United States and India, we are subject to or affected by international, federal, state and local laws, regulations and policies, including anti-bribery rules, trade sanctions, data privacy requirements, labor laws and anti-competition regulations, which are constantly subject to change. ~~In addition, certain government trade sanctions affect our ability to operate in Cuba, Iran, Sudan, Syria and the Ukraine.~~ The descriptions of the laws, regulations and policies that follow are summaries and should be read in conjunction with the texts of the laws and regulations. The descriptions do not purport to describe all present and proposed laws, regulations and policies that affect our businesses.

We believe that we are in ~~material~~ compliance with these laws, regulations and policies. Although we cannot predict the effect of changes to the existing laws, regulations and policies or of the proposed laws, regulations and policies that are described below, we are not aware of proposed changes or proposed new laws, regulations and policies that will have a material adverse effect on our business.

Under the Indian Information Technology Act, 2000, as amended, we are subject to civil liability to compensate for wrongful loss or gain to any person arising from negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information that we possess, deal with or handle in our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information.

The consolidated foreign direct investment policy, or the “FDI Policy,” issued by the Department of Industrial Policy & Promotion, Ministry of Commerce & Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder, regulates foreign investment in India. In addition, the regulations have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities, as well as investments and acquisition by foreign entities in certain sectors with caps on foreign investments. These requirements currently include restrictions on issuances, pricing and valuation of shares of Indian companies and sources of funding for such investments, which may, in certain cases, require prior notice to or approval of the Government of India.

The Companies Act, 2013 and the rules thereunder, or the “new Companies Act,” contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions, restrictions on the number of layers of subsidiaries, corporate social responsibility spending and a penal provision with respect to non-compliance with the provisions of the new Companies Act. While several provisions of the new Companies Act are currently effective, the existing Companies Act, 1956 remains in effect with respect to other provisions.

We operate in jurisdictions in which local business practices may be inconsistent with international regulatory requirements, including anti-corruption and anti-bribery regulations prescribed under the U.S. Foreign Corrupt Practices Act (“FCPA”), which, among other things, prohibits giving or offering to give anything of value with the intent to influence the awarding of Government contracts. Also, India’s Prevention of Corruption (Amendment) Bill 2013 (“PCA”) prohibits giving bribe to a public servant. Although we believe that we have adequate policies and enforcement mechanisms to ensure legal and regulatory compliance with the FCPA, PCA and other similar regulations, it is possible that some of our employees, subcontractors, agents or partners may violate any such legal and regulatory requirements, which may expose us to criminal or civil enforcement actions, including penalties. To help ensure compliance with these laws and regulations, we have adopted specific risk management and compliance practices and policies, including a specific policy addressing the FCPA.

~~The~~Item ~~United States maintains trade and economic sanctions with respect to various foreign countries, individuals, and entities worldwide~~1A. ~~Among~~Risk other things, these sanctions prohibit most transactions by U.S. persons relating to Cuba, Iran, Syria and Sudan. The sanctions also restrict U.S. persons in their transactions and dealings with various individuals and entities considered Specially Designated Nationals and Blocked Persons.Factors

~~Item~~The ~~1A.~~following ~~Risk~~are ~~Factors~~factors that could have a significant impact on our operations and financial results and could cause actual results or outcomes to differ materially from those discussed in any forward-looking statement.

The ~~following~~travel ~~are~~industry ~~factors~~in ~~that~~India ~~could~~is ~~have~~highly acompetitive ~~significant~~and ~~impact~~fragmented, and onwe ~~our~~may ~~operations~~not ~~and~~be ~~financial~~able ~~results~~to compete effectively as Sales and ~~could~~Marketing ~~cause~~efforts ~~actual~~requires ~~results~~deep orunderstanding ~~outcomes~~of tolocal ~~differ~~demographics and ~~materially~~local ~~from~~demand. ~~those~~We ~~discussed~~intend to build our brand in ~~any~~the ~~forward~~underserved ~~looking~~rural ~~statement~~and semi-rural markets through our superior service-oriented travel portal, which requires technology adoption and internet infrastructure to access our services in those areas.

8Certain of our travel service suppliers have also been steadily focusing on increasing online demand on their own websites and decreasing or eliminating their dependence on third-party distributors like us. For instance, many low-cost airlines may, subject to applicable regulations, reduce or eliminate commissions to agents such as us or restrict the amount of service fees we are able to charge customers. For instance, local suppliers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as their own bonus miles or loyalty points, which could make their offerings more attractive to customers than offerings like ours.

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~~Risks~~Table ~~Related~~of ~~to Our Business~~Contents

WeRisks ~~are~~Related ~~a development stage company with a limited operating history, which may make it difficult~~ to ~~evaluate~~Our ~~our~~Business ~~current business and predict our future performance.~~

We ~~have~~are a ~~limited~~development ~~operating~~stage company ~~history~~with upon which you can evaluate our future performance. Our operating subsidiary was incorporated under the laws of India in 2010, and it began to focus its operations on the online travel industry in February 2014. Our senior management has limited experience in the online travel industry, and we still are in the process of fully developing our online platform and product offerings. We have generated revenues over a limited operating history ~~and have incurred net losses since our inception. As a result of our short operating history~~, wewhich ~~have~~may ~~only~~make ~~limited~~it ~~financial~~difficult ~~data and business information with which~~ to evaluate our current business ~~strategies, performance~~ and ~~investment~~predict in our ~~common~~future ~~stock~~performance.

We have a limited operating history upon which you can evaluate our future performance. Our operating subsidiary was incorporated under the laws of India in 2010, and it began to focus its operations on the online travel industry in February 2014. Our senior management has limited experience in the online travel industry, and we still are in the process of fully developing our online platform and product offerings. We have generated revenues over a limited operating history and have incurred net losses since our inception. ~~and~~As ~~anticipate~~a ~~that~~result of our short operating history, we ~~will~~have ~~continue~~only limited financial data and business information with which to ~~incur~~evaluate ~~net~~our ~~losses~~business ~~for~~strategies, ~~the~~performance ~~foreseeable~~and ~~future~~investment in our common stock.

We ~~expect~~have toincurred ~~incur~~net ~~operating~~ losses since ~~in future periods as we incur significant expenses associated with the initial startup of~~ our ~~business.~~inception Our expenses will continue to increase as we continue to develop the operations necessary to further our business plan. We cannot now determine the amount by which our expenses will increase as we grow and ~~hire~~anticipate additional employees, implement our sales, marketing and distribution plans, pursue contractual arrangements and partnerships and develop our internet-based infrastructure. Further, we cannot guarantee that we will becontinue ~~successful~~to inincur ~~achieving~~net orlosses ~~sustaining~~for ~~positive cash flow at any time in~~ the foreseeable future. ~~Any such failure could result in the possible closure of our business and a complete loss of our stockholders investment.~~

We expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Our expenses will ~~require~~continue ~~additional~~to ~~financing~~increase as we continue to ~~support~~develop ~~our~~the operations, necessary to further our business plan. We cannot now determine the amount by which ~~financing~~our ~~may~~expenses ~~not~~will increase beas ~~available~~we ongrow ~~favorable~~and ~~terms~~hire additional employees, implement our sales, marketing and distribution plans, pursue contractual arrangements and partnerships and develop our internet-based infrastructure. Further, we cannot guarantee that we will be successful in achieving or atsustaining ~~all;~~positive cash flow at any ~~new~~time ~~equity~~in ~~financing~~the future. Any such failure could ~~have~~result in the possible closure of our business and a ~~dilutive~~complete ~~effect~~loss onof our ~~existing~~stockholder’s ~~stockholders~~investment.

We will require additional financing to ~~sustain~~support our ~~business~~operations, which financing may not be available on favorable terms, ifor at all.; Weany ~~estimate~~new ~~that we will require approximately $3,000,000 and $5,000,000 in the next 12 and 24 months respectively, to continue and grow our business. We may seek additional funding through a combination of~~ equity ~~offerings,~~financing could debt financings or other third-party funding and other collaborations, strategic alliances and licensing arrangements to fully implement our business plan. For instance, in fiscal years 2016 and 2017, we issued convertible notes, which may convert into shares of our common stock in the future. We have ~~also sold shares of our common stock to certain investors pursuant to subscription agreements in~~ a ~~private~~dilutive ~~placement. If~~effect we raise additional funds through the issuance of equity or convertible debt securities, our stockholders may experience significant dilution. In addition, these new securities may contain certain rights, preferences or privileges that are senior to those of the shares of our common stock, which may decrease the value of an investment in our common stock. If we cannot obtain additional financing, we will not be able to achieve the necessary sales growth to cover our costs, and our results of operations would be negatively affected. Additionally, pursuant to the terms of the convertible notes described above, if we do not complete an underwritten public offering on a national securities exchange prior to the convertible notes maturing in 2019, we may be obligated to repay up to $2,191,299 to the holders of such convertible notes, which includes $345,816 in interest. If we do not obtain additional financing prior to the notes maturing, we may be unable to repay the note holders or may have to limit our ~~growth~~existing ~~plans, either of which could negatively impact our results of operations~~stockholders.

We ~~are~~will arequire ~~holding~~additional ~~company~~financing ~~and~~to ~~rely~~sustain our business, which may not be available on ~~dividends~~favorable terms, ~~distributions~~if at all. We estimate that we will require approximately $5,000,000 and $8,000,000 in the next 12 and 24 months respectively, to continue and grow our business. We may seek additional funding through a combination of equity offerings, debt financings or other ~~payments~~third-party funding and other collaborations, ~~advances~~strategic alliances and ~~transfers~~licensing arrangements to fully implement our business plan. For instance, in fiscal years 2016 and 2017, we issued convertible notes, which may convert into shares of our common stock in the future. We have also sold shares of our common stock to certain investors pursuant to subscription agreements in a private placement. If we raise additional funds ~~from~~through the issuance of equity or convertible debt securities, our ~~subsidiary~~stockholders may experience significant dilution. In addition, these new securities may contain certain rights, preferences or privileges that are senior to ~~meet~~those of the shares of our ~~obligations~~common stock, which may decrease the value of an investment in our common stock. If we cannot obtain additional financing, we will not be able to achieve the necessary sales growth to cover our costs, and our results of operations would be negatively affected.

We are a holding company and ~~that~~rely ~~does~~on ~~not conduct any business operations of our own. As a result~~dividends, ~~we are largely dependent upon cash dividends and~~ distributions and other ~~transfers~~payments, ~~from~~advances ~~our~~and ~~Indian~~transfers ~~operating subsidiary to meet our obligations. The deterioration~~ of ~~income~~funds from, ~~or other available assets of,~~ our ~~Indian operating~~ subsidiary ~~for any reason could limit or impair its ability~~ to ~~pay~~meet ~~dividends or other distributions to us, which in turn could adversely affect~~ our ~~financial condition and results of operations~~obligations.

~~Our~~We ~~lack~~are a holding company that does not conduct any business operations of ~~insurance~~our ~~leaves~~own. usAs ~~exposed~~a result, we are largely dependent upon cash dividends and distributions and other transfers from our Indian operating subsidiary to ~~significant~~meet ~~liabilities~~our obligations. The deterioration of income from, or other available assets of, our Indian operating subsidiary for any reason could limit or impair its ability to pay dividends or other distributions to us, which in turn could adversely affect our financial condition and results of operations.

WeOur dolack ~~not~~of ~~carry~~ insurance leaves ~~for the risks that our business may encounter. Any significant liability may require~~ us toexposed ~~pay substantial amounts, which would adversely affect our financial condition and results of operations, if we are able~~ to ~~continue~~significant ~~in business at all~~liabilities.

9We do not carry insurance for the risks that our business may encounter. Any significant liability may require us to pay substantial amounts, which would adversely affect our financial condition and results of operations, if we are able to continue in business at all.

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~~The~~Table ~~requirements~~ of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost effective manner.Contents

AsThe arequirements ~~newly~~of being a public company, weincluding ~~now~~compliance ~~are required to comply~~ with ~~new~~the ~~laws,~~reporting ~~regulations,~~ requirements ~~and~~of ~~certain corporate governance provisions under~~ the Exchange Act and the ~~Sarbanes-Oxley~~requirements ~~Act.~~of ~~Complying~~the ~~with~~Sarbanes Oxley ~~these statutes~~Act, ~~regulations~~may ~~and~~strain ~~requirements will occupy a significant amount of time of~~ our ~~board of directors and management~~resources, ~~and will significantly~~ increase our costs and ~~expenses~~distract management, and ~~will~~we ~~make~~may ~~some~~be ~~activities~~unable ~~more~~to ~~time-consuming~~comply ~~and costly. In connection~~ with ~~becoming~~these requirements in a ~~reporting~~timely ~~company,~~or wecost ~~need~~effective ~~to:~~manner.

ŸAs ~~institute~~a newly public company we now are required to comply with new laws, regulations, requirements and certain corporate governance provisions under the Exchange Act and the Sarbanes-Oxley Act. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses and will make some activities more ~~comprehensive~~time-consuming ~~compliance~~and ~~function;~~costly. In connection with becoming a reporting company, we need to:

Ÿ ~~prepare~~institute ~~and~~a ~~distribute~~more ~~periodic~~comprehensive ~~and~~compliance ~~current reports under the federal securities laws~~function;

Ÿ ~~establish~~prepare ~~new~~and ~~internal~~distribute ~~policies;~~periodic and current reports under the federal securities laws;

Ÿ ~~involve~~establish ~~and~~new ~~retain~~internal topolicies; ~~a greater degree outside counsel~~ and ~~accountants.~~

~~Our~~Ÿ ~~ongoing~~involve ~~compliance efforts will increase general~~ and ~~administrative~~retain ~~expenses~~to ~~and~~a ~~may~~greater ~~divert~~degree ~~management’s~~outside ~~time~~counsel and ~~attention from the development of our business, which may adversely affect our financial condition and results of operations~~accountants. We estimate that we may incur approximately $200,000 in costs during the fiscal year ending March 31, 2019 and $250,000 in the fiscal year ending March 31, 2020 in connection with operating as a public company.

Our ~~lack~~ongoing ofcompliance ~~experienced~~efforts ~~accounting~~will ~~staff~~increase general and administrative expenses and may ~~impact~~divert ~~our~~management’s ~~ability~~time toand ~~report~~attention from the development of our ~~future~~business, ~~financial~~which ~~results~~may onadversely aaffect our ~~timely~~financial condition and ~~accurate~~results ~~basis,~~of ~~and~~operations. We estimate that we ~~need~~may toincur ~~retain~~approximately $200,000 in costs during the ~~services~~fiscal year ofending ~~additional~~March ~~accountants~~31, 2019 and ~~consultants~~$250,000 in the fiscal year ending March 31, 2020 in connection with ~~required~~operating ~~accounting~~as ~~experience~~a ~~and~~public ~~expertise~~company.

~~With~~Our ~~the~~lack ~~exception~~ of ~~our chief financial officer, our~~ experienced accounting ~~and finance~~ staff ~~lacks~~may ~~depth~~impact and skill in the application of generally accepted accounting principles with respect to external financial reporting for Exchange Act reporting companies. We also do not have an audit committee or a member of our ~~board~~ability ~~of directors who would satisfy the definition of an audit committee financial expert. We intend~~ to ~~engage~~report ~~the services of additional accounting personnel to assist with~~ our ~~financial~~future ~~accounting and reporting requirements to develop our internal control over~~ financial ~~reporting~~results ~~and~~on toa ~~produce~~ timely ~~financial~~and ~~reports.~~accurate ~~Until we do so~~basis, ~~we may experience difficulty producing reliable~~ and ~~timely~~we ~~financial~~need ~~statements, which could cause investors~~ to ~~lose confidence in our reported financial information and~~ retain the ~~market~~services ~~price~~ of ~~our stock to decline significantly. We also may be unable to obtain~~ additional ~~financing~~accountants onand ~~acceptable~~consultants ~~terms,~~with ~~and~~required ~~our~~accounting ~~business~~experience and ~~financial condition could be harmed~~expertise.

IfWith wethe ~~fail~~exception of our CEO and Chief Financial Officer, our accounting and finance staff lacks depth and skill in ~~maintaining~~the ~~effective~~application of generally accepted accounting principles with respect to external financial reporting for Exchange Act reporting companies. We also do not have an audit committee or a member of our board of directors who would satisfy the definition of an audit committee financial expert. We intend to engage the services of additional accounting personnel to assist with our financial accounting and reporting requirements to develop our internal control over financial reporting and to produce timely financial reports. Until we do so, we may experience difficulty producing reliable and timely financial statements, which could cause investors to lose confidence in our reported financial information and the market price of our ~~common~~ stock to decline significantly. We also may be ~~adversely~~unable ~~affected~~to obtain additional financing on acceptable terms, and our business and financial condition could be harmed.

WeIf ~~are~~we ~~required~~fail toin ~~establish and maintain~~ implementing appropriate internal ~~control over~~ financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosure regarding our business, financial condition or results of operations. In addition, our future assessments of internal control over financial reporting, may identify additional weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any material weakness that needs to be addressed in management’s assessment of our internal control over financial reporting or in the ~~report~~price ~~on the effectiveness~~ of our ~~internal~~common ~~controls~~stock ~~by our independent registered public accounting firm, when~~ may ~~have~~be anadversely ~~adverse impact on our common stock~~affected.

We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosure regarding our business, financial condition or results of operations. In addition, our future assessments of internal control over financial reporting may ~~not~~identify additional weaknesses and conditions that need to be ~~successful~~addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any material weakness that needs to be addressed in ~~implementing~~management’s assessment of our ~~growth~~internal ~~strategies~~control over financial reporting or in the report on the effectiveness of our internal controls by our independent registered public accounting firm, when may have an adverse impact on our common stock.

~~Our~~We growth strategies involve expanding our network of travel agents, expanding our service and product offerings, expanding supplier relationships, enhancing our service platforms by investing in technology and expanding into new geographic markets within India. The following factors may ~~affect~~not ~~our~~be ~~success~~ successful in implementing our growth strategies:.

ŸOur ~~our~~growth ~~ability~~strategies toinvolve ~~increase~~expanding ~~the~~our ~~number~~network of ~~suppliers~~travel agents, ~~especially~~expanding ~~suppliers~~our ~~that~~service ~~are~~and ~~directly-connected~~product toofferings, usexpanding supplier relationships, ~~which~~enhancing ~~depends~~our onservice ~~the~~platforms ~~willingness~~by ofinvesting in ~~such~~technology ~~suppliers~~and toexpanding ~~invest~~into new geographic markets within India. The following factors may affect our success in ~~new~~implementing our ~~technology;~~growth strategies:

Ÿ our ability to ~~continue~~increase tothe ~~expand~~number ~~our~~of ~~distribution channels~~suppliers, ~~and~~especially ~~market~~suppliers ~~and~~that ~~cross~~are directly-~~sell~~connected ~~our~~to ~~travel~~us, ~~services~~which ~~and~~depends ~~products~~on ~~to facilitate~~ the ~~expansion~~willingness of ~~our~~such ~~business~~suppliers to invest in new technology;

Ÿ our ability to ~~build~~continue orto ~~acquire~~expand our distribution channels, and market and cross-sell our travel services and products to facilitate the ~~required~~expansion ~~technology~~of our business;

Ÿ ~~the~~our ~~general~~ability ~~condition~~to ofbuild ~~the~~or ~~global~~acquire ~~and~~the ~~Indian~~required ~~economy and continued growth in demand for travel services, particularly online~~technology;

Ÿ ~~our~~the ~~ability~~general tocondition ~~compete~~of ~~effectively~~the ~~with~~global ~~existing~~ and ~~new entrants to the~~ Indian ~~travel~~economy ~~industry,~~and ~~including~~continued ~~both~~growth ~~online~~in ~~travel~~demand ~~companies~~for ~~as well as traditional~~ travel ~~agents~~services, ~~and~~particularly ~~tour providers~~online; ~~and~~

Ÿ ~~the~~our ~~growth~~ability ofto compete effectively with existing and new entrants to the ~~internet~~Indian travel industry, including both online travel companies as awell ~~medium~~as ~~for~~traditional ~~commerce~~travel inagents ~~India.~~and tour providers; and

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~~Many~~Ÿ ofthe ~~these~~growth ~~factors~~of ~~are~~the ~~beyond~~internet ~~our~~as ~~control~~a ~~and~~medium ~~there~~for ~~can~~commerce ~~be no assurance that we will succeed~~ in ~~implementing our strategy~~India.

WeMany ~~depend~~of onthese ~~certain~~factors ~~related~~are ~~persons~~beyond ~~transactions~~our control and ~~may~~there ~~continue~~can tobe no ~~rely~~assurance onthat ~~related~~we ~~persons~~will ~~for~~succeed ~~key~~in ~~development~~implementing ~~and~~our ~~support activities~~strategy.

AsWe ~~described~~depend ~~more~~on ~~fully~~certain inrelated persons ~~“Certain~~transactions ~~Relationships~~ and ~~Related Person Transactions,” we have entered into, and~~ may continue to ~~enter~~rely ~~into,~~on ~~transactions with~~ related persons. ~~We rely on associates and enterprises that our president and vice president control~~ for key development and support activities. While we believe that our related persons’ interests align with our own, we may not have entered into such transactions on an arm’s-length basis. While we presently benefit from free services or deferred payments, in the long-term, we may have achieved more favorable terms had we entered into such transactions with unrelated parties. In addition, if these related persons withdrew their support from our business, the associated loss of preferential business arrangements could significantly increase our operating costs and adversely affect our results of operations to the point that we might be forced to cease operations.

As described more fully in “Certain Relationships and Related Person Transactions,” we have entered into, and may continue to enter into, transactions with related persons. We rely ~~will~~on associates and enterprises that our president and vice president control for key development and support activities. While we believe that our related persons’ interests align with our own, we may not behave ~~able~~entered tointo ~~develop~~such transactions on an arm’s-length basis. While we presently benefit from free services or ~~continue~~deferred payments, in the long-term, we may have achieved more favorable terms had we entered into such transactions with unrelated parties. In addition, if these related persons withdrew their support from our business, ifthe weassociated ~~fail~~loss toof ~~attract~~preferential business arrangements could significantly increase our operating costs and adversely ~~retain~~affect ~~key~~our ~~personnel~~results of operations to the point that we might be forced to cease operations.

~~Our~~We ~~future~~will ~~success~~not ~~depends~~be onable ~~our ability~~ to develop ~~attract, hire, train and retain a skilled senior management team and other key personnel. The loss of the services of our executive officers~~ or ~~other~~continue ~~key employees could adversely affect~~ our business. Weif ~~face competition in securing qualified personnel possessing the skills necessary to implement our strategy, and~~ we ~~may~~ fail to attract orand retain ~~the~~key ~~employees necessary to execute our business model successfully~~personnel.

Our future success depends toon aour ~~significant~~ability ~~degree~~to ~~upon~~attract, ~~the~~hire, train ~~continued~~and ~~contributions~~retain ofa ~~our~~skilled ~~key~~senior management team and other key personnel. InThe ~~particular,~~loss weof ~~believe that our future success is highly dependent on~~ the ~~technical~~services ~~expertise, financial support and key contracts and arrangements~~ of our executive officers ~~and~~or other ~~directors,~~key ~~Deepak~~employees ~~Sharma~~could ~~and~~adversely ~~Sachin~~affect ~~Mandloi.~~our ~~Messrs~~business. ~~Sharma and Mandloi may voluntarily terminate their services at any time.~~ We ~~have~~face ~~not~~competition ~~entered~~in ~~into~~securing ~~employment~~qualified ~~agreements~~personnel ~~with~~possessing ~~them~~the ~~and~~skills necessary ~~do not expect~~ to ~~enter~~implement ~~into such agreements. If Messrs. Sharma, Mandloi or any other key members of~~ our ~~management team leave the company~~strategy, ~~our business could suffer~~ and ~~the~~we ~~value~~may offail ~~our~~to ~~common~~attract ~~stock~~or ~~would~~retain ~~likely~~the ~~decline,~~employees ifnecessary ~~we are able~~ to ~~continue~~execute inour business ~~at all~~model successfully.

UOur success depends to a significant degree upon the continued contributions of our key management and other personnel.S In particular, we believe that our future success is highly dependent on the technical expertise, financial support and key contracts and arrangements of our executive officers and directors, Deepak Sharma and Sachin Mandloi. ~~Federal~~Messrs. ~~Income~~Sharma ~~Tax~~and ~~Reforms~~Mandloi may voluntarily terminate their services at any time. We have not entered into employment agreements with them and do not expect to enter into such agreements. If Messrs. Sharma, Mandloi or any other key members of our management team leave the company, our business could ~~adversely~~suffer ~~affect~~and usthe value of our common stock would likely decline, if we are able to continue in business at all.

~~On December 22, 2017, the~~ U.S. ~~government~~Federal ~~enacted~~Income ~~comprehensive tax legislation referred to as the~~ Tax Reforms Cuts and Jobs Act (the “TCJ Act”). The TCJ Act makes broad and complex changes to the U.S. corporate income tax system and includes a Transition Toll Tax (the “Toll Charge”), which is a one time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. The Toll Charge will be paid over an eight year period, starting in 2018, and will not accrue interest. The TCJ Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. As our foreign owned subsidiary has no history of operating income our preliminary estimate is that we will not be subject to the Toll Charge. Management is still finalizing their analysis related to certain matters, such as developing interpretations of the provisions of the TCJ Act, changes to certain estimates and evaluating amounts related to the earnings and profits of our foreign subsidiary, and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the TCJ Act may require changes in our estimates, which could ~~have~~adversely aaffect ~~material adverse effect on our business, results of operations or financial conditions~~us. While we do not anticipate that the GILTI will have a material impact on our financial results, we may have to accrue for GILTI in fiscal 2019, which will have an impact on our financial results for fiscal 2019.

~~Third~~On ~~parties~~December ~~claiming~~22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act (the “TCJ Act”). The TCJ Act makes broad and complex changes to the U.S. corporate income tax system and includes a Transition Toll Tax (the “Toll Charge”), which is a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. The Toll Charge will be paid over an eight-year period, starting in 2018, and will not accrue interest. The TCJ Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. As our foreign owned subsidiary has no history of operating income our preliminary estimate is that we ~~infringe~~will onnot be subject to the Toll Charge. Management is still finalizing their ~~proprietary~~analysis ~~rights~~related to ~~could~~certain ~~cause~~matters, ussuch as developing interpretations of the provisions of the TCJ Act, changes to ~~incur~~certain ~~significant~~estimates ~~legal~~and ~~expenses~~evaluating amounts related to the earnings and ~~prevent~~profits usof ~~from~~our ~~operating~~foreign subsidiary, and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the TCJ Act may require changes in our estimates, which could have a material adverse effect on our business, results of operations or financial conditions. We do not have any material impact on our financial results for the fiscal year ended March 31,2019.

~~From~~Third ~~time~~parties ~~to time, we may receive claims~~ claiming that we ~~have~~infringe ~~infringed~~on ~~the~~their ~~intellectual~~proprietary ~~property~~ rights ofcould ~~others,~~cause ~~including claims regarding copyrights and trademarks. Former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to~~ us ~~the confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-~~to~~-day~~ operations. If we are not successful in defending such claims, we could be required to suspend certain services, redesign our platform, pay monetary damages or enter into royalty or licensing arrangements. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all. We may incur significant ~~expenditures~~legal toexpenses ~~investigate, defend~~ and ~~settle~~prevent ~~claims~~us ~~related~~from tooperating ~~the use of technology and intellectual property rights~~our business.

11From time to time, we may receive claims that we have infringed the intellectual property rights of others, including claims regarding copyrights and trademarks. Former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we are not successful in defending such claims, we could be required to suspend certain services, redesign our platform, pay monetary damages or enter into royalty or licensing arrangements. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all. We may incur significant expenditures to investigate, defend and settle claims related to the use of technology and intellectual property rights.

~~Table of Contents~~13

WeTable ~~cannot~~of ~~be sure that our intellectual property is protected from copying or use by others, including current or potential competitors.~~Contents

~~Our websites rely on content, brands and technology, much of which is proprietary.~~ We ~~protect~~cannot ~~our~~be ~~proprietary~~sure ~~content, brands and technology by relying on a combination of trademarks, copyrights, trade secrets, patents and confidentiality agreements. Any misappropriation or violation of~~ that our ~~rights~~intellectual ~~could~~property ~~have~~is aprotected ~~material~~from ~~adverse~~copying ~~effect on our business. Even with these precautions, it may be possible for another party to copy~~ or ~~otherwise obtain and~~ use ~~our~~by ~~proprietary technology~~others, ~~content~~including orcurrent ~~brands without authorization~~ or topotential ~~develop similar technology, content or brands independently~~competitors.

~~Effective~~Our ~~intellectual~~websites ~~property~~rely ~~protection~~on iscontent, ~~expensive~~brands ~~to develop~~ and ~~maintain~~technology, ~~both~~much ~~in terms~~ of which ~~initial~~is ~~and~~proprietary. ~~ongoing~~We ~~registration~~protect ~~requirements and expenses and the costs of defending~~ our ~~rights. In~~proprietary ~~addition~~content, ~~effective~~brands ~~intellectual~~and ~~property~~technology ~~protection~~by ~~may~~relying ~~not~~on bea ~~available~~combination ~~in every jurisdiction in which our services are made available and policing unauthorized use~~ of ~~our intellectual property is difficult and expensive. Therefore~~trademarks, ~~in certain jurisdictions~~copyrights, trade ~~we may be unable to protect our intellectual property adequately against unauthorized third-party copying or use~~secrets, ~~which~~patents ~~could~~and ~~adversely~~confidentiality ~~affect our business or ability to compete~~agreements. WeAny ~~cannot be sure that the steps we have taken will prevent~~ misappropriation or ~~infringement~~violation of our ~~intellectual~~rights ~~property.~~could ~~Furthermore,~~have wea ~~may~~material ~~need~~adverse effect toon goour tobusiness. ~~court~~Even orwith ~~other~~these ~~tribunals~~precautions, orit ~~administrative~~may ~~bodies~~be inpossible ~~order~~for toanother ~~enforce~~party ~~our intellectual property rights,~~ to ~~protect~~copy ~~our trade secrets~~ or tootherwise ~~determine~~obtain ~~the validity~~ and ~~scope~~use ~~of the~~ our proprietary ~~rights~~technology, ofcontent ~~others.~~or ~~These~~brands ~~proceedings~~without ~~might~~authorization ~~result in substantial costs and diversion of resources and management attention. Our failure to protect our intellectual property in a cost-effective~~ or ~~effective manner could have a material adverse effect on our business and ability~~ to ~~protect~~develop ~~our~~similar technology, content ~~and~~or brands independently.

WeEffective ~~need~~intellectual property protection is expensive to ~~expand~~develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending our ~~sales~~rights. In addition, ~~marketing~~effective intellectual property protection may not be available in every jurisdiction in which our services are made available and ~~support~~policing ~~organizations~~unauthorized use of our intellectual property is difficult and expensive. Therefore, in certain jurisdictions, we may be unable to protect our ~~distribution~~intellectual ~~arrangements~~property adequately against unauthorized third-party copying or use, which could adversely affect our business or ability to ~~increase~~compete. ~~market~~We ~~acceptance~~cannot be sure that the steps we have taken will prevent misappropriation or infringement of our ~~products~~intellectual property. Furthermore, we may need to go to court or other tribunals or administrative bodies in order to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and ~~services~~scope of the proprietary rights of others. These proceedings might result in substantial costs and diversion of resources and management attention. Our failure to protect our intellectual property in a cost-effective or effective manner could have a material adverse effect on our business and ability to protect our technology, content and brands.

WeA ~~currently~~failure ~~have a limited number~~ of ~~sales,~~one ~~marketing, customer service and support personnel and will need to increase our staff to generate a greater volume of sales and to support any new customers~~ or ~~the~~more ~~expanding~~key information ~~needs~~technology ~~of existing customers. The employment market for sales~~systems, ~~marketing~~networks, ~~customer service and support personnel in our industry is very competitive~~processes, ~~and~~associated wesites ~~may~~or ~~not be able to hire the kind and number of sales, marketing, customer~~ service ~~and~~providers ~~support~~could ~~personnel~~have wea ~~are~~material ~~targeting.~~adverse ~~Our~~impact on ~~inability~~the toCompany’s ~~hire qualified sales, marketing, customer service and support personnel may harm our~~ business, ~~operating~~or ~~results and financial condition~~reputation.

~~Litigation~~The Company relies extensively on information technology (IT) systems, networks and ~~legal~~services, ~~proceedings~~including Internet sites, data hosting and ~~the~~processing ~~impact~~facilities ofand ~~any~~tools ~~finding~~and other hardware, software and technical applications and platforms, some of ~~liability~~which are managed, hosted, provided and/or ~~damages~~used ~~could~~by ~~adversely~~third parties ~~impact~~or ~~the~~their ~~Company~~vendors, ~~and~~to ~~its~~assist ~~financial~~in ~~condition~~conducting business. The various uses of these IT systems, networks and ~~operating~~services ~~results.~~include, but are not limited to:

~~The~~· ~~Company~~booking ~~may from time to time become subject to litigation~~ and ~~other~~managing ~~legal~~our ~~proceedings.~~services ~~Litigation~~from and other legal proceedings may require the Company to incur significant expenses, including those relating to legal and other professional fees. In addition, litigation and other legal proceedings are inherently uncertain, and adverse outcomes in litigation or other legal proceedings could adversely affect the Company’s financial condition, cash flows, and operating results.suppliers;

~~Risks~~· ~~Related~~collecting toand ~~Operations~~storing incustomer, ~~India~~consumer, employee, investor and other stakeholder information and personal data;

~~Our~~· ~~operations~~processing ~~in India may be adversely affected by social and political uncertainties or change, military activity, health-related risks or acts of terrorism.~~transactions;

~~From~~· ~~time~~summarizing ~~to time India has experienced instances of civil unrest, terrorism~~ and ~~hostilities~~reporting among neighboring countries, including Pakistan. Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence the Indian economy and our operations by disrupting operations and communications and making travel within India more difficult and less desirable. Our industry is particularly sensitive to actual or perceived safety concerns such as these, as well as health-related risks such as the influenza A virus (H1N1), avian flu (H5N1 and H7N9) and Severe Acute Respiratory Syndrome or other epidemics or pandemics. Any of these events in or around India could cause the demand for travel-related services to decline. Political or social tensions also could create a greater perception that investments in companies with Indian operations involve a high degree of risk, which could adversely affect the market and price for our common stock. We do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars, which could subject us to significant financial losses. The realization of any of these risks could cause a material adverse effect on our business, financial condition, results of operations~~, cash flows, and/or share price.~~;

12· marketing and selling products and services to consumers;

~~Table~~· ofhosting, ~~Contents~~processing and sharing confidential and proprietary research, business plans and financial information;

~~Our~~· ~~results~~complying ofwith ~~operations~~regulatory, ~~are~~legal ~~subject~~or totax ~~fluctuations in currency exchange rates.~~requirements;

~~Our~~· ~~presentation~~providing ~~currency~~data issecurity; the U.S. dollar. However, the functional currency of our operating subsidiary is the Indian Rupee. Any fluctuation in the value of the Indian Rupee against the U.S. dollar, such as the approximately 5.5 percent drop in the average value of the Indian Rupee as compared to the U.S. dollar during 2016, will affect our results of operations. We expect to be adversely affected by any further depreciation of the Indian Rupee against the U.S. dollar.and

~~The~~· ~~Indian~~handling ~~government’s~~other ~~demonetization~~processes ofnecessary ~~their~~to ~~two~~manage ~~largest denomination banknotes,~~ the ~~500~~Company’s ~~and 1,000 rupee banknotes, in circulation on November 8, 2016 slowed economic growth~~business.

~~The~~Increased ~~Indian~~IT ~~government~~security ~~announced~~threats and ~~that~~more ~~their~~sophisticated ~~two~~computer ~~largest~~crime, ~~denomination~~including ~~bank~~advanced ~~notes~~persistent threats, ~~the~~pose ~~500~~a ~~and~~potential ~~1,000~~risk ~~rupee~~to ~~banknotes,~~the insecurity ~~circulation~~of onthe ~~November~~Company’s IT 8systems, ~~2016~~networks ~~would~~and noservices, ~~longer~~as bewell ~~honored~~as ~~and~~the ~~were~~confidentiality, beavailability ~~replaced~~and ~~with~~integrity ~~newly~~of ~~designed~~the ~~notes~~Company’s data. The Company’s ~~primary~~operations, ~~objective~~especially ofits ~~this~~retail ~~move~~operations, ~~was~~involve ~~to rid~~ the ~~Indian~~storage ~~economy~~and transmission of ~~counterfeit~~employees’, ~~money. The~~customers’ and ~~demonetized~~consumers’ ~~currency~~proprietary ~~represented~~information, ~~approximately~~such 22as ~~billion~~credit ~~notes,~~card ~~worth~~and ~~approximately~~bank ~~$214~~account ~~billion,~~numbers. orThe ~~14% of India~~Company’s ~~GDP. India~~payment ~~remains~~services may abe ~~largely~~susceptible ~~unbanked~~to ~~country~~credit ~~with~~card ~~cash~~and ~~transactions~~other ~~typical. The~~payment ~~demonetization~~fraud ~~initially caused~~schemes, aincluding ~~disruption~~unauthorized ~~throughout~~use ~~India’s~~of ~~economy~~credit cards, ~~slowing~~debit ~~growth~~cards ~~and~~or ~~forcing~~bank account ~~consumers~~information, toidentity ~~focus~~theft onor ~~day-to-day~~merchant ~~expenses~~fraud. ~~Removing~~ ~~approximately~~If ~~86%~~the ofIT ~~India’s~~systems, ~~currency~~networks inor ~~circulation~~service ~~from~~providers arelied ~~largely~~upon ~~cash~~fail ~~based~~to ~~economy~~function properly, ~~coupled~~or ~~with~~if the ~~initial~~Company ~~implementation~~suffers of a ~~GST~~loss ~~tax~~or ~~slowed~~disclosure ~~the~~of ~~country~~customers’s ~~GDP~~and ~~in India~~consumers’s ~~last~~data, ~~two~~business ~~quarters~~or ofstakeholder information, ~~2016-17~~due ~~and~~to ~~the~~any ~~first~~number ~~quarter~~ of ~~2017-2018. India’s~~causes, ~~economic~~ranging ~~growth~~from ~~slipped~~catastrophic events to apower ~~three~~outages ~~year~~to ~~low~~security ~~of 5.7%~~breaches, ~~but~~and ~~began~~business continuity toplans ~~stabilize~~do innot ~~August~~effectively ~~2017~~address ~~and~~these ~~has~~failures ~~subsequently~~on ~~recovered. Any~~a ~~reduction~~timely inbasis, ~~economic~~the ~~growth~~Company inmay ~~India,~~suffer ~~including~~interruptions ~~slowdowns~~in ~~attributable~~its ability to ~~the~~manage ~~demonetization~~operations, ~~and~~a ~~introduction~~risk of ~~GST~~government enforcement action, ~~could~~litigation ~~reduce~~and ~~travel~~possible ~~spending~~liability, inand ~~India~~reputational, competitive and/or ~~may~~business harm, ~~our~~which ~~business,~~may ~~operating~~adversely impact the Company’s results of operations and/or financial ~~conditions~~condition.

~~The~~As ~~Indian~~techniques ~~government~~used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, the Company may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of the Company’s security ~~implementation~~occurs, the public perception of athe ~~new~~effectiveness ~~indirect~~of ~~tax~~the ~~regime~~Company’s ~~may~~security ~~adversely~~measures ~~affect~~could ~~our~~be ~~business~~harmed and ~~financial~~the ~~performance~~Company could lose customers and consumers, which could adversely affect its business.

The Government of India has rolled out a comprehensive national goods and services tax, or GST, law that combines taxes and levies by the Central and State Governments into a unified tax structure with an effective date of July 1, 2017. The implementation of GST has significant impact on overall tax computation and compliance. We have implemented necessary changes to our business processes, accounting and IT systems in compliance with GST law. However, some of our suppliers are still in process of making necessary changes to their pricing strategies, product designs and IT systems, which may pose additional challenges to us in the near term. We will also likely incur additional tax compliance costs under the new tax law.14

~~Our~~Table ~~bank accounts in India are not insured or protected against loss, and the failure~~ of ~~any bank in which we deposit our funds could affect our ability to continue in business.~~Contents

We ~~maintain~~need ~~our~~to ~~cash~~expand inour sales, ~~India~~marketing ~~with~~and ~~both~~support ~~private~~organizations and ~~state-owned banks located in India. These cash accounts are not insured or otherwise protected against loss. Should any bank holding~~ our ~~cash~~distribution ~~deposits~~arrangements ~~become insolvent, or if we are otherwise unable~~ to ~~withdraw~~increase ~~funds,~~market weacceptance ~~would lose the cash on deposit with that particular bank. Loss~~ of ~~cash deposits or the inability to access such cash deposits could impair~~ our ~~operations,~~products and ~~if we are not able to access funds to pay our service providers and employees, we may be unable to continue in business~~ services.

IfWe wecurrently ~~violate~~have ~~applicable~~a ~~anti-corruption~~limited ~~laws~~number orof sales, marketing, customer service and support personnel and will need to increase our ~~internal~~staff ~~policies~~to ~~designed~~generate a greater volume of sales and to ~~ensure~~support ~~ethical~~any ~~business~~new customers ~~practices~~or the expanding needs of existing customers. The employment market for sales, marketing, customer service and support personnel in our industry is very competitive, and we ~~could~~may ~~face~~not ~~financial~~be ~~penalties~~able to hire the kind and~~/or~~ ~~reputational~~number ~~harm~~of ~~that~~sales, ~~would~~marketing, ~~negatively~~customer service ~~impact~~and ~~our~~support ~~financial~~personnel ~~condition~~we are targeting. Our inability to hire qualified sales, marketing, customer service and support personnel may harm our business, operating results ofand ~~operations~~financial condition.

WeLitigation ~~are subject to anti-corruption~~ and ~~anti-bribery~~legal ~~laws~~proceedings ~~in the United States~~ and ~~India. India’s reputation for potential corruption and~~ the ~~challenges presented by India’s complex business environment may increase our risk~~ impact of ~~violating applicable anti-corruption laws. Our commercial relationships with state-owned enterprises may further intensify this risk. We face the risk that we, our employees or~~ any ~~third~~finding ~~parties such as our sales agents and distributors that we engage to do work on our behalf may take action determined to be in violation~~ of ~~anti-corruption~~liability laws in any jurisdiction in which we conduct business, including the Foreign Corrupt Practices Act of 1977 (“FCPA”), India’s Prevention of Money Laundering Act, 2002 and Indian Penal Code. Any violation of the FCPA or ~~any~~damages ~~similar anticorruption law or regulation~~ could ~~result~~adversely inimpact ~~substantial~~the ~~fines,~~Company ~~sanctions, civil~~ and~~/or~~ ~~criminal~~its ~~penalties and curtailment of operations that might harm our business,~~ financial condition or results of operations. In addition, we have internal ethics policies with which we require our employees to comply in order to ensure that we conduct our business in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and ~~operations~~operating ~~could also be substantially harmed~~results. ~~Further, detecting, investigating and resolving actual or alleged violations is expensive and may consume a significant amount of our senior management’s time and attention.~~

13The Company may from time to time become subject to litigation and other legal proceedings. Litigation and other legal proceedings may require the Company to incur significant expenses, including those relating to legal and other professional fees. In addition, litigation and other legal proceedings are inherently uncertain, and adverse outcomes in litigation or other legal proceedings could adversely affect the Company’s financial condition, cash flows, and operating results.

~~Table~~Risks ofRelated ~~Contents~~to Operations in India

~~Natural~~Our ~~disasters~~operations ~~could~~in ~~have~~India may abe ~~negative~~adversely ~~impact~~affected onby ~~the~~social ~~Indian~~and ~~economy~~political ~~and~~uncertainties ~~cause~~or ~~our~~change, ~~business~~military toactivity, ~~suffer~~health-related risks or acts of terrorism.

From time to time India has experienced ~~natural~~instances ~~disasters~~of ~~such~~civil asunrest, terrorism ~~earthquakes~~and hostilities among neighboring countries, ~~tsunamis~~including Pakistan. Terrorist attacks, ~~floods~~military ~~and~~activity, ~~drought~~rioting, or civil or political unrest in the ~~past~~future ~~few~~could ~~years.~~influence ~~For~~the ~~example,~~Indian ineconomy ~~November~~ and ~~December~~our ~~2015,~~operations ~~Chennai,~~by ~~the~~disrupting ~~frequently~~operations ~~visited~~and ~~capital~~communications and ~~city~~making oftravel ~~Tamil~~within ~~Nadu,~~India ~~experienced~~more ~~historic~~difficult ~~flooding~~and ~~that~~less ~~closed~~desirable. ~~its~~Our ~~airport~~industry ~~for~~is ~~several~~particularly ~~days~~sensitive ~~and~~to ~~suspended~~actual ~~rail~~or ~~service.~~perceived safety Inconcerns ~~addition~~such as these, inas ~~September~~well ~~2014,~~as ~~the~~health-related ~~state~~risks ofsuch ~~Jammu~~as ~~and~~the ~~Kashmir~~influenza inA ~~northern~~virus ~~India~~(H1N1), ~~another~~avian ~~popular~~flu ~~tourism~~(H5N1 ~~destination,~~and ~~experienced~~H7N9) and ~~widespread~~Severe ~~floods~~Acute ~~and~~Respiratory ~~landslides.~~Syndrome ~~The~~or ~~extent~~other ~~and~~epidemics ~~severity~~or pandemics. Any of these ~~natural~~events ~~disasters~~in ~~determines~~or ~~their~~around ~~impact~~India oncould cause the ~~Indian~~demand for ~~economy~~travel-related services to decline. ~~Substantially~~Political ~~all~~or ofsocial ~~our~~tensions ~~operations~~also ~~and~~could ~~employees~~create ~~are~~a ~~located~~greater inperception ~~India~~that ~~and~~investments ~~our~~in companies with Indian operations ~~may~~involve bea ~~adversely~~high ~~affected~~degree byof ~~natural~~risk, ~~disasters~~which incould adversely affect the ~~future~~market and price for our common stock. ~~Furthermore,~~We ifdo ~~any~~not ofhave ~~these~~insurance ~~natural~~for ~~disasters~~losses ~~occur~~and ininterruptions ~~tourist~~caused ~~destinations~~by interrorist ~~India~~attacks, ~~travel~~military ~~within~~conflicts ~~India~~and wars, which could subject beus ~~adversely~~to ~~affected,~~significant ~~which~~financial losses. The realization of any of these risks could ~~have~~cause ana material adverse ~~impact~~effect on our business, financial condition, results of operations, cash flows, and/or ~~financial~~share ~~performance~~price.

~~Necessary~~The ~~infrastructure~~Indian ~~upgrades~~government’s inimplementation ~~India~~of ~~may~~a ~~not~~new indirect ~~keep~~tax ~~pace~~regime ~~with increasing internet penetration, which~~ may adversely affect our ~~operations~~business and ~~require~~financial ~~us to make additional investments and expenditures~~performance.

~~Our~~The ~~customers~~Government ~~complete~~of ~~their~~India ~~bookings~~has ~~through~~rolled ~~our~~out ~~Indian~~a ~~website.~~comprehensive ~~According~~national goods toand ~~Cisco’s~~services ~~Visual~~tax, ~~Networking~~or ~~Index (VNI) Forecast~~GST, ~~India~~law ~~will~~that ~~India’s~~combines ~~internet~~taxes ~~users~~and ~~will~~levies ~~grow~~by ~~from~~the ~~373~~Central ~~million~~and ~~(28%~~State ofGovernments ~~the~~into ~~population)~~a inunified ~~2016~~tax tostructure with ~~829~~an ~~million~~effective ~~(59%~~date of ~~the~~July ~~population~~1, ~~by 2021~~2017. ~~Slowdowns~~ orThe ~~disruptions~~implementation inof ~~upgrading~~GST ~~India’s~~has ~~internet-based~~significant ~~infrastructure~~impact toon ~~meet~~overall ~~this~~tax ~~demand~~computation ~~could~~and ~~reduce~~compliance. We ~~the~~have ~~rate~~implemented ofnecessary ~~expected~~changes ~~increases~~to ~~in the use of the internet and~~ our ~~internet-based~~business ~~services~~processes, ~~which~~accounting ~~may~~and ~~adversely~~IT ~~affect~~systems ~~our~~in ~~business~~compliance ~~and~~with ~~results~~GST ~~of operations~~law. ~~In addition~~However, some ~~any~~of ~~slowdown~~our orsuppliers ~~negative~~are ~~deviation~~still in ~~the~~process ~~anticipated~~of ~~increase~~making innecessary ~~internet~~changes ~~penetration~~to intheir ~~India~~pricing ~~may~~strategies, ~~require~~product usdesigns toand ~~make~~IT ~~additional~~systems, which ~~investments~~may inpose ~~alternative~~additional ~~distribution~~challenges ~~channels,~~to ~~which~~us ~~could~~in ~~strain~~the ~~our~~near ~~financial~~term. ~~and~~We ~~human~~will ~~resources,~~also ~~causing~~likely ~~our~~incur ~~operations~~additional ~~and~~tax ~~financial~~compliance ~~condition~~costs tounder ~~suffer~~the new tax law.

~~Restrictions~~Our onbank ~~foreign~~accounts ~~investment~~ in India are ~~may~~not ~~prevent~~insured ~~us from making future acquisitions~~ or ~~investments~~protected inagainst ~~India~~loss, ~~including~~and ~~with~~the ~~respect~~failure toof ~~our~~any ~~operating~~bank ~~subsidiary,~~in which ~~may~~we ~~adversely~~deposit ~~affect~~ our ~~results~~funds ofcould ~~operations,~~affect ~~financial~~our ~~condition~~ability ~~and~~to continue ~~financial~~in ~~performance~~business.

~~India~~We ~~regulates~~maintain ~~ownership~~our ofcash ~~Indian~~in ~~companies~~India bywith ~~foreigners.~~both ~~These~~private ~~regulations~~ and ~~restrictions~~state-owned banks ~~may~~located ~~apply~~in toIndia. ~~acquisitions~~These bycash usaccounts ofare ~~shares~~not ininsured ~~Indian companies~~ or ~~the~~otherwise ~~provision~~protected ofagainst ~~funding by us to our Indian operating subsidiary~~loss. ~~For~~Should ~~example,~~any ~~under~~bank ~~its~~holding ~~consolidated~~our ~~foreign~~cash deposits ~~direct~~become ~~investment policy~~insolvent, ~~the~~or ~~Government~~if ofwe ~~India~~are ~~has~~otherwise ~~set~~unable ~~out~~to ~~criteria~~withdraw ~~for foreign investments in India~~funds, ~~including~~we ~~requirements~~would ~~with~~lose ~~respect to downstream investments by Indian companies owned or controlled by foreign entities and~~ the ~~transfer~~cash ofon ~~ownership~~deposit ~~or control of Indian companies in sectors~~ with ~~caps~~that ~~on foreign investment from resident Indian persons or entities to foreigners~~particular bank. ~~These~~Loss ~~requirements, which currently include restrictions on valuations and sources~~ of ~~funding~~cash ~~for~~deposits ~~such~~or ~~investments and may include prior approval from~~ the ~~Foreign~~inability ~~Investment Promotion Board, may adversely affect our ability~~ to ~~make~~access ~~investments~~such incash ~~India,~~deposits ~~including~~could ~~through~~impair our ~~operating~~operations, ~~subsidiary~~and inif ~~India. There can be no assurance that~~ we ~~will~~are benot able to access ~~obtain~~funds ~~any~~to ~~required~~pay ~~approvals~~our ~~for~~service ~~future~~providers ~~acquisitions~~and ~~or investments in India~~employees, ~~or that~~ we ~~will~~may be ~~able~~unable to ~~obtain~~continue ~~such~~in ~~approvals on satisfactory terms~~business.

WeIf ~~may~~we ~~incur~~violate ~~expenses,~~applicable anti-corruption ~~including~~laws ~~penalties~~or ~~imposed~~our byinternal ~~the~~policies ~~Reserve~~designed ~~Bank~~to ofensure ~~India~~ethical ifbusiness practices, we docould ~~not~~face ~~comply,~~financial penalties and/or ~~timely~~reputational ~~comply,~~harm ~~with~~that ~~reporting~~would ~~requirements~~negatively inimpact ~~connection~~our ~~with~~financial ~~the~~condition ~~acquisition~~ and ~~transfer~~results of ~~our securities by our Indian employees~~operations.

~~Under~~We ~~regulations~~are ofsubject to anti-corruption and anti-bribery laws in the United ~~Reserve~~States ~~Bank~~and ofIndia. India,’s ~~our~~reputation ~~operating~~for ~~subsidiary~~potential iscorruption ~~subject~~and tothe ~~periodic~~challenges ~~reporting~~presented ~~requirements~~by inIndia’s ~~connection~~complex business ~~with~~environment ~~the~~may ~~acquisition~~increase ~~and~~our ~~transfer~~risk of ~~our~~violating ~~securities~~applicable byanti-corruption ~~Indian~~laws. ~~residents,~~Our ~~including~~commercial relationships with ~~respect~~state-owned enterprises tomay further intensify this risk. We face the risk that we, our employees ~~who~~or ~~acquire~~any ~~our~~third ~~shares~~parties ~~under~~such ~~employee~~as ~~stock~~our ~~option~~sales ~~plans.~~agents and Ifdistributors that we ~~fail~~engage to ~~meet~~do work on our ~~reporting~~behalf ~~requirements~~may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business, including the ~~Reserve~~Foreign ~~Bank~~Corrupt Practices Act of 1977 (“FCPA”), India’s Prevention ~~may~~of ~~impose~~Money ~~penalties~~Laundering Act, 2002 and Indian Penal Code. Any violation of the FCPA or ~~take~~any ~~other~~similar ~~action~~anticorruption ~~that~~law or regulation could ~~adversely~~result ~~affect~~in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations that might harm our business, financial ~~position~~condition ~~and~~or results of operations. In addition, we have internal ethics policies with which we require our employees to comply in order to ensure that we conduct our business in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and operations could also be substantially harmed. Further, detecting, investigating and resolving actual or alleged violations is expensive and may consume a significant amount of our senior management’s time and attention.

~~We are subject to regulatory and political uncertainties in India.~~15

WeTable ~~conduct substantially all~~ of our business and operations in India. Consequently, government policies and regulations, including tax policies, in India will impact our financial performance and the market price of our common stock.Contents

~~The~~Natural ~~Government~~disasters ~~of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments~~ could have ~~generally~~a ~~pursued~~negative ~~policies~~impact ~~of economic liberalization and financial sector reforms, including by significantly relaxing restrictions~~ on the ~~private sector. Nevertheless, the role of the~~ Indian ~~central and state governments in the Indian~~ economy ~~as producers, consumers~~ and ~~regulators~~cause has remained significant and we cannot assure you that such liberalization policies will continue. The present government has continued to take initiatives that support the economic growth of the country that have been pursued by previous governments. However, there is no assurance that it will be able to generate sufficient crossparty support to implement such initiatives. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business ~~and~~to ~~prospects~~suffer.

14India has experienced natural disasters such as earthquakes, tsunamis, floods and drought in the past few years. For example, in November and December 2015, Chennai, the frequently visited capital city of Tamil Nadu, experienced historic flooding that closed its airport for several days and suspended rail service. In addition, in September 2014, the state of Jammu and Kashmir in northern India, another popular tourism destination, experienced widespread floods and landslides. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and our operations may be adversely affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations in India, travel within India could be adversely affected, which could have an adverse impact on our business and financial performance.

~~Table~~Necessary ofinfrastructure upgrades ~~Contents~~in India may not keep pace with increasing internet penetration, which may adversely affect our operations and require us to make additional investments and expenditures.

WeOur customers complete their bookings through our Indian website. According to Cisco’s Visual Networking Index (VNI) Forecast, India will India’s internet users will grow from 373 million (28% of the population) in 2016 to 829 million (59% of the population by 2021. Slowdowns or disruptions in upgrading India’s internet-based infrastructure to meet this demand could reduce the rate of expected increases in the use of the internet and our internet-based services, which may ~~have~~adversely ~~exposure~~affect our business and results of operations. In addition, any slowdown or negative deviation in the anticipated increase in internet penetration in India may require us to make additional ~~tax~~investments ~~liabilities~~in alternative distribution channels, which could strain our financial and human resources, causing our operations and financial condition to suffer.

AsRestrictions aon ~~U.S.-based~~foreign investment ~~holding company that provides services~~ in India ~~through~~may ~~our~~prevent ~~operating~~us ~~subsidiary,~~from wemaking ~~are~~future ~~subject~~acquisitions toor ~~income~~investments ~~taxes and non-income based taxes~~ in ~~the United States and in~~ India~~. Due to economic and political conditions~~, ~~tax~~including ~~rates~~with ~~and~~respect ~~tax regimes in the jurisdictions in which we are located and operate may be subject~~ to ~~significant change. Our future effective tax rates could be affected by changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. Although we believe that~~ our ~~tax filing positions are reasonable and comply with applicable laws~~operating subsidiary, ~~the~~which ~~final determination of tax audits or tax disputes~~ may beadversely ~~different~~affect ~~from what is reflected in~~ our ~~historical~~results ~~income~~of ~~tax provisions and accruals. If our effective tax rates were to increase~~operations, ~~our cash flows,~~ financial condition and ~~results~~financial ~~of operations would be adversely affected~~performance.

~~Judgments~~India ~~that~~regulates ~~our~~ownership ~~stockholders~~of ~~obtain~~Indian ~~against~~companies by foreigners. These regulations and restrictions may apply to acquisitions by us of shares in Indian companies or the provision of funding by us to our Indian operating subsidiary. For example, under its consolidated foreign direct investment policy, the Government of India has set out criteria for foreign investments in India, including requirements with respect to downstream investments by Indian companies owned or controlled by foreign entities and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on valuations and sources of funding for such investments and may ~~not~~include prior approval from the Foreign Investment Promotion Board, may adversely affect our ability to make investments in India, including through our operating subsidiary in India. There can be ~~enforceable~~no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms.

~~Substantially~~We ~~all~~may ofincur ~~our~~expenses, including ~~assets~~penalties ~~are~~imposed ~~located~~by ~~outside of~~ the ~~United~~Reserve ~~States~~Bank ~~and substantially all~~ of ~~our~~India ~~revenue~~if iswe ~~derived~~do ~~outside~~not ~~of the United States. In addition~~comply, ~~our~~or ~~vice~~timely ~~president and director~~comply, ~~Sachin~~with ~~Mandloi~~reporting ~~resides~~requirements in connection ~~India~~with ~~and~~the ~~our~~acquisition ~~president~~ and ~~director,~~transfer ~~Deepak Sharma spends a significant amount~~ of ~~time~~our insecurities ~~India.~~by Asour a result, it may be difficult for stockholders to effect service of process within the United States upon these persons. It is uncertain whether the courts of India would recognize or enforce judgments of United States or state courts against us or such persons predicated upon the civil liability provisions of the laws of the United States or any state. In addition, there is uncertainty as to whether such Indian ~~courts would be competent to hear original actions brought in India against us or such persons predicated upon the laws of the United States or any state~~employees.

~~Risks~~Under ~~Related~~regulations of the Reserve Bank of India, our operating subsidiary is subject to ~~Our~~periodic ~~Industry~~reporting requirements in connection with the acquisition and transfer of our securities by Indian residents, including with respect to our employees who acquire our shares under employee stock option plans. If we fail to meet our reporting requirements, the Reserve Bank of India may impose penalties or take other action that could adversely affect our financial position and results of operations.

We ~~rely~~are onsubject ~~information technology~~ to ~~operate our business~~ regulatory and ~~maintain~~political ~~our~~uncertainties ~~competitiveness,~~in ~~and any failure to adapt to technological developments or industry trends could harm our business~~India.

We ~~depend~~conduct onsubstantially ~~the~~all ~~use~~ of ~~sophisticated~~our ~~information~~business ~~technology~~and operations in India. Consequently, government policies and ~~systems~~regulations, ~~which~~including wetax ~~have~~policies, ~~customized~~in ~~for~~India ~~search~~will impact our financial performance and ~~reservation~~the ~~for~~market ~~flights~~price of our common stock. The Government of India has exercised and ~~hotels,~~continues asto ~~well~~exercise assignificant ~~payments,~~influence over ~~refunds,~~many ~~customer~~aspects ~~relationship~~of ~~management~~the Indian economy. Since 1991, ~~communications~~successive Indian governments have generally pursued policies of economic liberalization and ~~administration~~financial sector reforms, including by significantly relaxing restrictions on the private sector. AsNevertheless, the ~~our~~role ~~operations~~of ~~grow~~the Indian central and state governments in ~~both~~the ~~size~~Indian ~~and~~economy ~~scope~~as producers, weconsumers ~~must~~and ~~continuously~~regulators ~~improve~~has remained significant and ~~upgrade~~we ~~our~~cannot ~~systems~~assure ~~and~~you ~~infrastructure~~that tosuch ~~offer~~liberalization ~~our~~policies ~~customers~~will ~~enhanced~~continue. ~~services,~~The ~~features~~present ~~and~~government ~~functionality,~~has ~~while~~continued ~~maintaining~~to ~~the~~take initiatives ~~reliability~~that ~~and~~support ~~integrity~~the economic growth of ~~our~~the ~~systems~~country ~~and~~that ~~infrastructure~~have inbeen apursued ~~cost-effective~~by ~~manner~~previous governments. ~~Our~~However, ~~future~~there ~~success~~is ~~also~~no assurance ~~depends~~that onit ~~our~~will ~~ability~~be able to ~~upgrade~~generate ~~our~~sufficient ~~services~~crossparty ~~and~~support ~~infrastructure~~to ~~ahead~~implement such initiatives. The rate of ~~rapidly~~economic ~~evolving~~liberalization could ~~consumer~~change, ~~demands~~and ~~while~~specific ~~continuing~~laws toand ~~improve~~policies ~~the~~affecting ~~performance~~travel service companies, ~~features~~foreign investments, currency exchange rates and other ~~reliability~~matters affecting investments in India could change as well. A significant change in India’s policy of ~~our~~economic ~~service~~liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in ~~response~~India togenerally and ~~competitive~~our ~~offerings~~business and prospects.

If the number of travel agents using our services increases substantially, or if critical third-party systems stop operating as designed, we may need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems and other infrastructure. We may not be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the third-party systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before upgrade, expansion or repair.16

WeTable may not be able to use new technologies effectively, or we may fail to adapt our website, transaction processing systems and network infrastructure to meet consumer requirements or emerging industry standards. If we face material delays in introducing new or enhanced solutions, our customers may forego the use of ~~our services in favor of those of our competitors. Any of these events could have a material adverse effect on our operations.~~Contents

~~The~~We ~~travel industry in India is highly competitive, and we~~ may ~~not~~have beexposure ~~able~~ to additional ~~compete~~tax ~~effectively~~liabilities.

~~The~~As ~~travel~~a ~~market in India is highly competitive~~U.S.-based ~~Factors~~holding ~~affecting~~company ~~our~~that ~~competitive~~provides ~~success include, price, availability and breadth of choice of travel~~ services ~~and~~in ~~products,~~India through ~~brand~~our ~~recognition,~~operating ~~customer service~~subsidiary, ~~fees~~we ~~charged~~are subject to ~~travelers,~~income ~~ease~~taxes ~~of use, accessibility~~ and ~~reliability.~~non-income Webased ~~currently~~taxes ~~compete~~in ~~with~~the ~~both~~United ~~established~~States and ~~other emerging providers of travel services and products, including other online travel agencies~~ in India ~~and abroad, such as makemytrip~~.~~com,~~ Due ~~cleartrip.com,~~to ~~expedia.co.in,~~economic ~~travelocity.co.in,~~and ~~yatra.com,~~political ~~goibibo.com~~conditions, ~~booking.com~~tax rates and ~~agoda.com,~~tax asregimes ~~well~~in asthe ~~traditional~~jurisdictions ~~travel~~in ~~agencies,~~which ~~tour~~we ~~operators,~~are ~~travel~~located ~~suppliers~~ and ~~operators~~operate ofmay be ~~travel~~subject ~~industry~~to ~~reservation~~significant ~~databases~~change. ~~Large,~~Our ~~established~~future ~~internet~~effective ~~search~~tax ~~engines~~rates ~~have~~could ~~also~~be ~~launched~~affected ~~applications~~by ~~offering~~changes ~~travel itineraries~~ in ~~destinations around~~ the ~~world,~~valuation ~~and meta-search companies that can aggregate travel search results also compete against us for customers. Certain~~ of ~~our~~deferred ~~competitors~~tax assets ~~have~~or ~~launched~~changes ~~brand~~in ~~marketing~~tax ~~campaigns~~laws toor ~~increase~~ their ~~visibility with customers~~interpretation. ~~For~~Although ~~example,~~we ~~trivago.com~~believe ~~has~~that ~~commenced a television advertising campaign in India. Some of~~ our ~~competitors~~tax ~~have~~filing ~~significantly~~positions ~~greater~~are ~~financial,~~reasonable ~~marketing, personnel~~ and ~~other~~comply with ~~resources~~applicable ~~than~~laws, usthe ~~and~~final ~~certain~~determination of ~~our~~tax ~~competitors~~audits ~~have~~or atax ~~longer~~disputes ~~history~~may ofbe ~~established~~different ~~businesses~~from ~~and~~what ~~reputations~~is reflected in ~~the~~our ~~Indian~~historical income ~~travel~~tax ~~market~~provisions ~~(particularly in the hotels~~ and ~~vacation packages business) as compared with us~~accruals. ~~From~~If ~~time~~our toeffective ~~time~~tax werates ~~may~~were ~~be required~~ to ~~reduce~~increase, ~~service~~our ~~fees~~cash ~~and~~flows, ~~net~~financial ~~revenue~~condition ~~margins in order to compete effectively~~ and ~~maintain~~results of oroperations ~~gain~~would ~~market~~be ~~share~~adversely affected.

15Judgments that our stockholders obtain against us may not be enforceable.

~~Table~~Substantially all of ~~Contents~~our assets are located outside of the United States and substantially all of our revenue is derived outside of the United States. In addition, our vice president and director, Sachin Mandloi resides in India and our president and director, Deepak Sharma spends a significant amount of time in India. As a result, it may be difficult for stockholders to effect service of process within the United States upon these persons. It is uncertain whether the courts of India would recognize or enforce judgments of United States or state courts against us or such persons predicated upon the civil liability provisions of the laws of the United States or any state. In addition, there is uncertainty as to whether such Indian courts would be competent to hear original actions brought in India against us or such persons predicated upon the laws of the United States or any state.

~~Some~~Risks ~~travel~~Related ~~suppliers are seeking~~ to ~~decrease~~Our ~~their~~Industry reliance on distribution intermediaries such as us, by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels or other competitors, our business could be materially and adversely affected.

We ~~depend~~rely on ~~and~~information technology ~~expect~~ to ~~continue~~operate toour ~~depend~~business onand amaintain ~~small~~our ~~number~~competitiveness, ofand ~~low~~any ~~cost~~failure ~~airlines~~to inadapt ~~India~~to ~~for~~technological adevelopments ~~significant~~or industry ~~percentage~~trends ofcould harm our ~~air ticketing revenue~~business.

~~Four~~We ~~low~~depend ~~cost~~on ~~airlines~~the ~~dominate~~use ~~India’s~~of ~~domestic~~sophisticated ~~air~~information ~~travel~~technology and ~~industry.~~systems, Aswhich we ~~derive~~have acustomized ~~substantial~~for ~~portion~~search ofand ~~our~~reservation ~~air~~for ~~ticketing~~flights ~~revenue~~and ~~through~~hotels, ~~the~~as ~~base~~well ~~commissions~~as payments, refunds, customer relationship management, communications and ~~incentive~~administration. ~~payments~~As ofour ~~these~~operations ~~domestic~~grow ~~airlines~~in both size and scope, we must continuously improve and upgrade our ~~dependence~~systems onand ainfrastructure ~~limited~~to ~~number~~offer our customers enhanced services, features and functionality, while maintaining the reliability and integrity of ~~domestic~~our ~~airlines~~systems ~~means~~and ~~that~~infrastructure in a ~~reduction~~cost-effective ormanner. ~~elimination~~Our infuture ~~base~~success ~~commissions~~also depends ~~and~~on ~~incentive~~our ~~payments~~ability byto ~~any~~upgrade ~~one~~our orservices ~~all~~and infrastructure ahead of ~~these~~rapidly ~~airlines~~evolving ~~could~~consumer ~~have~~demands awhile ~~material~~continuing ~~adverse~~to improve ~~effect~~the onperformance, features and reliability of our ~~revenue~~service in response to competitive offerings.

InIf ~~addition,~~the ~~our~~number ~~reliance~~of ontravel aagents ~~small~~using ~~number~~our ofservices ~~airline~~increases substantially, ~~suppliers~~or inif ~~India~~critical ~~gives~~third-party ~~those~~systems ~~airline~~stop ~~suppliers~~operating ~~additional~~as ~~bargaining~~designed, ~~power~~we inmay ~~negotiating~~need ~~agreements~~to ~~with~~significantly ~~us.~~expand Aand ~~reduction~~upgrade orour technology, ~~elimination~~transaction ofprocessing ~~base~~systems, ~~commissions~~financial and ~~incentive~~accounting ~~payments~~systems byand ~~any~~other ofinfrastructure. ~~these~~We ~~domestic~~may ~~airline~~not ~~suppliers,~~be ~~the~~able ~~loss~~to ofupgrade our ~~any~~systems ofand ~~these~~infrastructure ~~domestic~~to ~~airline~~accommodate ~~suppliers~~such orconditions in a ~~domestic~~timely ~~airline~~manner, ~~supplier~~and, ~~exerting~~depending ~~significant~~on ~~price~~the ~~and~~third-party ~~margin~~systems ~~pressure~~affected, our ontransactional, usfinancial and accounting systems could ~~materially~~be ~~and~~impacted ~~adversely~~for ~~affect~~a ~~our~~meaningful ~~business,~~amount ~~financial~~of ~~condition~~time ~~and~~before ~~results~~upgrade, ofexpansion or ~~operations~~repair.

~~Our~~We ~~processing~~may not be able to use new technologies effectively, ~~storage~~or we may fail to adapt our website, ~~use~~transaction processing systems and ~~disclosure~~network ofinfrastructure ~~customer~~to ~~data~~meet ofconsumer ~~our~~requirements ~~travel~~or ~~agent~~emerging industry ~~customers~~standards. If we face material delays in introducing new or ~~visitors~~enhanced tosolutions, our ~~website~~customers ~~could~~may ~~give~~forego ~~rise~~the touse ~~liabilities~~of asour services ain ~~result~~favor of ~~governmental~~those ~~regulation,~~of ~~conflicting~~our ~~legal~~competitors. ~~requirements,~~Any ~~differing~~of ~~views~~these ofevents ~~personal~~could ~~privacy~~have ~~rights~~a ormaterial ~~data~~adverse ~~security~~effect ~~breaches~~on our operations.

InThe ~~the~~travel ~~processing~~industry ~~of our agent transactions, we receive and store a large volume of customer information. Such information increasingly is subject to legislation and regulations~~ in India ~~various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that~~ is ~~collected,~~highly processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our businesscompetitive, ~~financial condition~~ and ~~results of operations. As privacy and data protection become more sensitive issues in India,~~ we may ~~also~~not ~~become~~be ~~exposed~~able to ~~potential~~compete ~~liabilities~~effectively. For example, under the Indian Information Technology Act, 2000, as amended, our operating subsidiary is subject to civil liability for wrongful loss or gain arising from any negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Any liability we may incur for violation of such laws and regulations and related costs of compliance and other burdens may adversely affect our business and profitability.

WeThe ~~cannot~~travel ~~guarantee~~market ~~that~~in India is highly competitive. Factors affecting our ~~security~~competitive ~~measures~~success ~~will~~include, ~~prevent~~price, ~~data~~availability ~~breaches.~~and ~~Companies~~breadth ~~that~~of ~~handle~~choice ~~such~~of ~~information~~travel ~~have~~services ~~also~~and ~~been~~products, ~~subject~~brand recognition, customer service, fees charged to ~~investigations~~travelers, ~~lawsuits~~ease of use, accessibility and ~~adverse~~reliability. ~~publicity~~We ~~due~~currently tocompete ~~allegedly~~with ~~improper~~both ~~disclosure~~established and other emerging providers of ~~personally~~travel ~~identifiable~~services ~~information.~~and ~~Security~~products, ~~breaches~~including ~~could~~other ~~damage~~online ~~our~~travel ~~reputation~~agencies in India and abroad, ~~cause~~such as ~~interruptions~~makemytrip.com, cleartrip.com, expedia.co.in, ~~our~~travelocity.co.in, ~~operations~~yatra.com, ~~expose~~goibibo.com, usbooking.com toand aagoda.com, ~~risk~~as ofwell as ~~loss~~traditional ortravel ~~litigation~~agencies, tour operators, travel suppliers and ~~possible~~operators ~~liability~~of travel industry reservation databases. Large, established ~~and~~internet ~~could~~search engines have also ~~cause~~launched ~~customers~~applications offering travel itineraries in destinations around the world, and ~~potential~~meta-search ~~customers~~companies tothat ~~lose~~can ~~confidence~~aggregate intravel ~~the~~search ~~security~~results also compete against us for customers. Certain of our ~~transactions~~competitors have launched brand marketing campaigns to increase their visibility with customers. For example, ~~which~~trivago.com ~~would~~has ~~have~~commenced a ~~negative~~television advertising ~~effect~~campaign onin ~~the~~India. ~~demand~~Some ~~for~~of our ~~services~~competitors ~~and~~have ~~products.~~significantly ~~Moreover~~greater financial, ~~public~~marketing, ~~perception~~personnel ~~concerning~~and ~~security~~other resources than us and ~~privacy~~certain onof ~~the~~our ~~internet~~competitors ~~could~~have ~~adversely~~a ~~affect~~longer ~~customers’~~history ~~willingness~~of toestablished ~~use~~businesses ~~our~~and ~~websites.~~reputations Ain ~~publicized~~the ~~breach~~Indian oftravel ~~security~~market (particularly in ~~India,~~the ~~even~~hotels ifand itvacation ~~only~~packages ~~affects~~business) ~~other~~as ~~companies~~compared ~~conducting~~with ~~business~~us. ~~over~~From ~~the~~time ~~internet,~~to ~~could~~time ~~inhibit~~we ~~the~~may ~~growth~~be ofrequired ~~the~~to ~~internet~~reduce service asfees aand ~~means~~net ofrevenue ~~conducting~~margins ~~commercial~~in ~~transactions,~~order ~~and,~~to ~~therefore,~~compete ~~the~~effectively ~~prospects~~and ofmaintain ~~our~~or ~~business~~gain market share.

~~These and other privacy and security developments that are difficult to anticipate could adversely affect our business, financial condition and results of operations.~~17

16Table of Contents

~~Table~~Some oftravel ~~Contents~~suppliers are seeking to decrease their reliance on distribution intermediaries such as us, by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels or other competitors, our business could be materially and adversely affected.

IfWe wedepend ~~are~~on ~~unable~~and expect to ~~maintain~~continue ~~existing,~~to ordepend ~~establish~~on ~~new~~a ~~arrangements~~small ~~with~~number ~~our~~of ~~travel~~low ~~service~~cost ~~suppliers,~~airlines ~~our~~in ~~business~~India ~~may~~for bea ~~adversely~~significant ~~affected~~percentage of our air ticketing revenue.

~~Our~~Four ~~business~~low ~~depends~~cost onairlines ~~our~~dominate ~~ability~~India’s todomestic ~~maintain~~air ~~our~~travel industry. ~~relationships~~As ~~and~~we ~~arrangements~~derive ~~with~~a ~~existing suppliers, as well as our ability to establish and maintain relationships with new travel suppliers. A~~ substantial portion of our ~~revenue~~air ~~less~~ticketing ~~service~~revenue ~~cost~~through ~~derives~~the ~~from~~base ~~fees~~commissions and ~~commissions~~incentive ~~negotiated~~payments ~~with travel suppliers for bookings made through our website. Many~~ of these ~~our~~domestic ~~agreements~~airlines, ~~with~~ our ~~travel~~dependence ~~service suppliers are short-term contracts that require periodic renewal~~ on a ~~quarterly~~limited ornumber ~~yearly~~of ~~basis~~domestic ~~and~~airlines ~~provide~~means ~~our~~that ~~counterparties with~~ a ~~right~~reduction ~~to terminate on short notice~~ or ~~without~~elimination ~~notice. Adverse changes~~ in ~~existing~~base commissions ~~arrangements,~~and ~~including~~incentive anpayments ~~inability~~ by any ~~travel~~one ~~supplier to fulfill its payment obligation to us in a timely manner, increasing industry consolidation~~ or ~~our~~all ~~inability~~of ~~to enter into or renew arrangements with~~ these ~~parties~~airlines ~~on favorable terms, if at all,~~ could ~~reduce~~have ~~the~~a ~~amount,~~material ~~quality,~~adverse ~~pricing~~effect ~~and~~on ~~breadth of the travel services and products that we are able to offer, which could adversely affect~~ our ~~business and financial performance~~revenue.

WeIn doaddition, ~~not~~our ~~have~~reliance ~~formal~~on ~~arrangements~~a small number of airline suppliers in India gives those airline suppliers additional bargaining power in negotiating agreements with ~~many~~us. A reduction or elimination of ~~our~~base ~~travel~~commissions ~~service~~and incentive payments by any of these domestic airline suppliers, the loss of any of these domestic airline suppliers or a domestic airline supplier exerting significant price and margin pressure on us could materially and adversely affect our business, financial condition and results of operations.

WeOur ~~rely~~processing, onstorage, use ~~travel~~and ~~suppliers~~disclosure ~~to facilitate the sale~~ of ~~our~~customer ~~travel~~data ~~services. We do not have formal agreements with many~~ of our travel ~~service~~agent ~~suppliers,~~customers ~~including many hotels, whose booking systems~~ or ~~central~~visitors ~~reservations~~to ~~systems~~our wewebsite ~~rely~~could ongive ~~for~~rise ~~bookings~~to ~~and~~liabilities ~~confirmation~~ as a ~~well~~result asof ~~certain~~governmental ~~payment gateway arrangements. In addition~~regulation, ~~the~~conflicting ~~IRCTC~~legal ~~may~~requirements ~~terminate~~such oras ~~temporarily~~General ~~suspend~~Data ~~our~~Protection ~~agreement with them without prior notice. We cannot assure you that these third parties will not terminate these arrangements with us on short notice or without notice. Termination~~Regulations, ~~non-renewal~~differing ~~or suspension or an adverse amendment~~ views of ~~any~~personal ofprivacy ~~these~~rights ~~arrangements~~or ~~could~~data ~~have~~security ~~a material adverse effect on our business, financial condition and results of operations~~breaches.

~~Our~~In ~~business~~the processing of our agent transactions, we receive and store ~~results~~a large volume of ~~operations~~customer information. Such information increasingly is subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected byif ~~global~~legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and/ results of operations. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Indian Information Technology Act, 2000, as amended, our operating subsidiary is subject to civil liability for wrongful loss or ~~domestic~~gain arising ~~economic~~from ~~conditions~~any negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Any liability we may incur for violation of such laws and regulations and related costs of compliance and other burdens may adversely affect our business and profitability.

~~Due~~We tocannot ~~the~~guarantee ~~discretionary~~that ~~nature~~our ofsecurity ~~travel~~measures ~~expenditures,~~will ~~the~~prevent data ~~travel~~breaches. ~~industry~~Companies ~~tends~~that tohandle ~~experience~~such ~~weak~~information orhave ~~reduced~~also ~~demand~~been ~~during~~subject ~~economic~~to ~~downturns.~~investigations, ~~Unfavorable~~lawsuits ~~changes~~and inadverse ~~the~~publicity due ~~business~~to ~~and~~allegedly ~~economic~~improper ~~conditions~~disclosure ~~affecting~~of ~~our~~personally ~~market~~identifiable ~~could~~information. ~~result~~Security inbreaches ~~fewer~~could ~~reservations~~damage ~~made through~~ our ~~websites~~reputation, ~~and/or~~cause interruptions ~~lower~~in our ~~net~~operations, ~~revenue~~expose ~~margins~~us ~~and~~to ~~have~~ a ~~material~~risk ~~adverse~~of ~~effect~~loss onor ~~our~~litigation ~~financial~~and ~~condition~~possible liability, and ~~results~~could ofalso ~~operations.~~cause Incustomers and ~~addition,~~potential ~~during~~customers ~~periods~~to oflose ~~poor~~confidence ~~economic~~in ~~conditions,~~the ~~airlines~~security ~~and~~of ~~hotels~~our ~~tend~~transactions, towhich ~~reduce~~would ~~rates~~have ora ~~offer~~negative ~~discounted~~effect ~~sales~~on tothe ~~stimulate~~ demand, for ~~thereby reducing~~ our ~~commission-based~~services ~~income~~and products. ~~The~~Moreover, ~~weakness~~public ~~and~~perception ~~uncertainty~~concerning insecurity ~~the~~and ~~global~~privacy ~~economy~~on ~~have~~the ~~negatively~~internet ~~impacted~~could ~~both~~adversely ~~corporate~~affect customers’ ~~and~~willingness ~~consumer~~to ~~spending~~use ~~patterns~~our ~~and~~websites. ~~demand~~A ~~for~~publicized ~~travel~~breach ~~services,~~of ~~globally~~security ~~and~~ in India, ~~and~~even ~~may~~if ~~continue~~it toonly doaffects soother incompanies conducting business over the ~~future.~~internet, ~~These~~could ~~poor~~inhibit ~~economic~~the ~~conditions~~growth ~~could~~of ~~adversely~~the ~~impact~~internet ~~our~~as ~~growth~~a ~~plans,~~means ~~business,~~of ~~financial~~conducting ~~condition~~commercial transactions, and, ~~results~~therefore, the prospects of ~~operations~~our business.

~~Risks Related to Our Common Stock~~18

~~There~~Table ~~is not now, and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for stockholders to sell their shares~~ of ~~our common stock.~~Contents

~~Our~~These ~~common stock quoted on the OTC Markets OTCQB tier, or OTCQB, of OTC Markets Group Inc., an over-the-counter quotation system,~~ and ~~there~~other isprivacy ~~not now, nor has there been since our inception, any significant trading activity in our common stock or a market for shares of our common stock,~~ and ansecurity ~~active~~developments ~~trading~~that ~~market~~are for our shares may never develop or be sustained. As a result, investors in our common stock must bear the economic risk of holding those shares for an indefinite period of time. We do not now, and may not in the future, meet the initial listing standards of any national securities exchange, and our common stock may be quoted on the OTCQB or another over-the-counter quotation system for the foreseeable future. In those venues, our stockholders may find it difficult to ~~obtain~~anticipate ~~accurate~~could ~~quotations~~adversely asaffect ~~to the market value of their shares of~~ our ~~common stock and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors~~business, ~~stockholders~~financial ~~may~~condition be unable to resell their shares of our common stock at or above the price for which they purchased them, at or near quoted bid prices, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future and ~~may~~results ~~impair our ability to enter into strategic partnerships or acquire companies or products by using shares~~ of ~~our common stock as consideration~~operations.

~~Our~~If ~~significant~~we ~~stockholders~~are ~~exercise~~unable ~~significant~~to ~~influence~~maintain existing, ~~over~~or ~~our~~establish ~~company~~new ~~and~~arrangements ~~may~~with ~~have~~our ~~interests~~travel ~~that~~service ~~are~~suppliers, ~~different~~our ~~from~~business ~~those~~may ofbe ~~our~~adversely ~~other stockholders~~affected.

Our ~~executive~~business ~~officers~~depends ~~and~~on ~~directors,~~our ~~Deepak~~ability ~~Sharma~~to maintain our relationships and ~~Sachin~~arrangements ~~Mandloi~~with existing suppliers, ~~beneficially~~as ~~own~~well ~~90%~~as ofour ~~the~~ability ~~issued~~to establish and ~~outstanding~~maintain ~~shares~~relationships ofwith ~~our~~new ~~common~~travel ~~stock~~suppliers. A Bysubstantial ~~virtue~~portion of ~~such~~our ~~holdings,~~revenue ~~they~~less ~~have~~service ~~the~~cost ~~ability~~derives tofrom ~~exercise~~fees ~~significant~~and ~~influence~~commissions ~~over~~negotiated with travel suppliers for bookings made through our ~~company~~website. ~~and~~Many of our ~~affairs~~agreements ~~and~~with ~~business,~~our ~~including~~travel ~~the~~service ~~election~~suppliers ofare ~~directors,~~short-term ~~amendments~~contracts tothat ~~our~~require ~~charter~~periodic renewal on a quarterly or yearly basis and ~~bylaws,~~provide ~~the~~our ~~approval~~counterparties ofwith a ~~merger~~right to terminate on short notice or ~~sale~~without ofnotice. Adverse ~~substantially~~changes ~~all~~in ~~our~~existing ~~assets~~arrangements, ~~and~~including ~~the~~an ~~approval~~inability ofby ~~most~~any ~~other~~travel ~~actions~~supplier ~~requiring~~to ~~the~~fulfill ~~approval~~its ofpayment ~~our~~obligation ~~stockholders.~~to ~~The~~us in ~~interests~~a oftimely ~~these~~manner, ~~stockholders~~increasing ~~may~~industry beconsolidation ~~different~~or ~~from~~our inability to enter into or ~~conflict~~renew arrangements with ~~the~~these ~~interests~~parties ofon favorable ~~our~~terms, ~~other~~if ~~stockholders~~at ~~and~~all, ~~their~~could ~~influence~~reduce ~~may~~the ~~result~~amount, inquality, pricing and breadth of the ~~delay~~travel orservices ~~prevention~~and ofproducts athat ~~change~~we ofare able ~~management~~to oroffer, ~~control~~which ofcould adversely affect our ~~company~~business and financial performance.

17We do not have formal arrangements with many of our service suppliers.

~~Table~~We rely on our suppliers to facilitate the sale of ~~Contents~~our travel and money transfer services . We do not have formal agreements with many of our travel service suppliers, including many hotels, whose booking systems or central reservations systems we rely on for bookings and confirmation as well as certain payment gateway arrangements. In addition, the IRCTC may terminate or temporarily suspend our agreement with them without prior notice. We cannot assure you that these third parties will not terminate these arrangements with us on short notice or without notice. Termination, non-renewal or suspension or an adverse amendment of any of these arrangements could have a material adverse effect on our business, financial condition and results of operations.

~~The~~Our ~~reduced~~business ~~disclosure~~and ~~requirements~~results of ~~applicable~~operations tocould ~~emerging~~be ~~growth~~adversely ~~companies~~affected ~~may~~by ~~make~~global ~~our common stock less attractive to investors, which may lead to volatility~~ and/or adomestic ~~decrease~~economic ~~in the price of our common stock~~conditions.

~~For~~Due ~~as long as we continue~~ to bethe andiscretionary ~~emerging~~nature ~~growth company, we may take advantage~~ of ~~exemptions~~travel ~~from~~expenditures, ~~reporting~~the travel ~~requirements~~industry ~~that~~tends ~~apply~~ to ~~other~~experience ~~public~~weak ~~companies~~or ~~that~~reduced ~~are~~demand ~~not~~during ~~emerging~~economic ~~growth companies~~downturns. ~~Investors~~Unfavorable ~~may~~changes ~~find~~in ~~our common stock less attractive because we may rely on these exemptions, which include not being required to comply with~~ the ~~auditor~~business ~~attestation~~and ~~requirements~~economic conditions ofaffecting ~~Section~~our ~~404~~market ofcould ~~the~~result ~~Sarbanes-Oxley~~in ~~Act,~~fewer ~~reduced~~reservations ~~disclosure~~made ~~obligations~~through ~~regarding~~our ~~executive~~websites ~~compensation~~and/or inlower our ~~periodic~~net ~~reports~~revenue margins and ~~proxy~~have ~~statements, and exemptions from the requirements of holding~~ a ~~nonbinding~~material ~~advisory~~adverse ~~vote~~effect on ~~executive~~our ~~compensation~~financial condition and ~~stockholder~~results ~~approval~~ of ~~any golden parachute payments not previously approved~~operations. In addition, ~~Section~~during ~~107~~periods of ~~the~~poor ~~JOBS~~economic conditions, ~~Act~~airlines ~~provides~~and ~~that~~hotels antend ~~emerging~~to ~~growth~~reduce ~~company~~rates ~~can~~or ~~take~~offer ~~advantage~~discounted ofsales ~~the~~to ~~extended~~stimulate ~~transition~~demand, ~~period~~thereby ~~provided~~reducing inour ~~Section~~commission-based income. ~~7(a)(2)(B)~~The ofweakness ~~the~~and ~~Securities~~uncertainty ~~Act~~in ~~for~~the ~~complying~~global ~~with~~economy ~~new or revised accounting standards. We~~ have ~~elected~~negatively toimpacted ~~opt~~both ~~out~~corporate ofand ~~the~~consumer ~~extended~~spending ~~transition~~patterns and ~~period~~demand for ~~complying~~travel ~~with~~services, ~~the~~globally ~~revised accounting standards. If investors find our common stock less attractive as a result of exemptions~~ and ~~reduced~~in ~~disclosure requirements~~India, ~~there~~and may becontinue ato ~~less~~do ~~active~~so ~~trading~~in ~~market~~the ~~for~~future. ~~our~~These ~~common~~poor ~~stock~~economic ~~and~~conditions could adversely impact our ~~stock~~growth ~~price~~plans, ~~may~~business, befinancial ~~more~~condition ~~volatile~~and orresults ~~may~~of ~~decrease~~operations.

WeRisks doRelated ~~not~~to ~~anticipate~~Our ~~paying~~Common ~~any~~Stock ~~cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain for the foreseeable future.~~

WeThere ~~have~~is ~~never~~not ~~declared~~now, orand ~~paid~~there ~~cash~~may ~~dividends~~never onbe, ~~our~~an ~~common~~active, ~~stock.~~liquid and Weorderly dotrading ~~not~~market ~~anticipate~~for ~~paying any cash dividends on~~ our common stock, inwhich ~~the~~may ~~foreseeable~~make ~~future.~~it Wedifficult ~~currently~~for ~~intend~~stockholders to ~~retain~~sell ~~all~~their ~~available~~shares ~~funds and any future earnings to fund the development and growth~~ of our ~~business. As a result, capital appreciation, if any, of our~~ common stock ~~will be the sole source of gain for our stockholders for the foreseeable future~~.

~~Stockholders~~Our common stock quoted on the OTC Markets OTCQB tier, or OTCQB, of OTC Markets Group Inc., an over-the-counter quotation system, and there is not now, nor has there been since our inception, any significant trading activity in our common stock or a market for shares of our common stock, and an active trading market for our shares may never develop or be ~~subject~~sustained. toAs ~~Indian~~a ~~taxes~~result, investors in our common stock must bear the economic risk of holding those shares for an indefinite period of time. We do not now, and may not in the future, meet the initial listing standards of any national securities exchange, and our common stock may be quoted on ~~income~~the ~~arising~~OTCQB ~~through~~or another over-the-counter ~~sale~~quotation system for the foreseeable future. In those venues, our stockholders may find it difficult to obtain accurate quotations as to the market value of their shares of our common stock and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors, stockholders may be unable to resell their shares of our common stock at or above the price for which they purchased them, at or near quoted bid prices, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration.

In India, the Income Tax Act (1961) provides that income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive, directly or indirectly their value substantially from assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India, if, on the specified date, the value of such assets located in India (i) exceeds a specified amount, or (ii) represents at least fifty per cent of the value of all the assets owned by the company. Further, the amendment does not deal with the interplay between this provision of Indian tax law and the existing double tax avoidance treaties that India has entered into with the United States. If the Indian tax authorities determine that our common stock derives its value substantially from assets located in India and the provisions of any relevant double tax avoidance treaty are deemed to be inapplicable in this context, stockholders may be subject to Indian income taxes on the income arising, directly or indirectly, through the sale of our common stock.19

~~Stockholders~~Table ~~may incur dilution. Our restated certificate~~ of ~~incorporation authorizes the issuance of shares of “blank check” preferred stock.~~Contents

WeOur ~~are~~significant ~~authorized~~stockholders toexercise ~~issue~~significant upinfluence over toour ~~200,000,000~~company ~~shares of common stock, par value $0.0001 per share,~~ and upmay tohave ~~10,000,000~~interests ~~shares~~that ofare ~~preferred~~different ~~stock,~~from ~~$0.0001~~those ~~par value, in one or more series and with such rights, preferences and privileges as our board~~ of ~~directors may determine. The issuance of additional securities may cause substantial dilution to~~ our other stockholders.

Our ~~board~~executive ofofficers ~~directors~~and ~~has authority~~directors, ~~without~~Deepak ~~further~~Sharma ~~action~~and bySachin Mandloi, ~~the~~beneficially ~~stockholders,~~own to90% ~~issue~~of upthe toissued ~~10,000,000~~and outstanding shares of ~~preferred~~our ~~stock~~common ~~in one or more series~~stock. ~~Our~~By ~~board~~virtue of ~~directors~~such ~~has~~holdings, ~~the~~they ~~authority~~have the ability to ~~determine~~exercise ~~the~~significant ~~terms~~influence ofover ~~each~~our ~~series~~company ofand ~~preferred~~our ~~stock~~affairs and business, ~~within~~including the ~~limits~~election of ~~the~~directors, ~~restated~~amendments to ~~certificate~~our ofcharter ~~incorporation~~ and ~~the~~bylaws, ~~laws of~~ the ~~State~~approval of ~~Delaware.~~a ~~These~~merger ~~terms~~or ~~include~~sale ~~the number~~ of ~~shares~~substantially inall aour ~~series,~~assets ~~dividend~~and ~~rights,~~the ~~liquidation~~approval ~~preferences,~~of ~~terms~~most ofother ~~redemption,~~actions requiring ~~conversion~~the ~~rights~~approval ~~and~~of ~~voting~~our ~~rights~~stockholders. The ~~issuance~~interests of ~~any~~these ~~preferred~~stockholders ~~stock~~ may ~~negatively~~be ~~affect~~different ~~the~~from ~~holders~~or conflict with the interests of our ~~common~~other ~~stock.~~stockholders ~~These~~and ~~possible~~their ~~negative~~influence ~~effects~~may ~~include~~result ~~diluting~~in the ~~voting~~delay ~~power~~or ofprevention ~~shares~~ of ~~our~~a ~~common~~change ~~stock~~of ~~and~~management ~~affecting~~or ~~the~~control ~~market price~~ of our ~~common stock~~ company.

~~Our~~The ~~failure~~reduced todisclosure requirements ~~adopt~~applicable ~~certain~~to ~~corporate~~emerging ~~governance~~growth ~~procedures~~companies may ~~prevent~~make usour ~~from~~common ~~obtaining~~stock aless ~~listing~~attractive onto investors, which may lead to volatility and a ~~national~~decrease ~~securities~~in ~~exchange~~the price of our common stock.

WeFor ~~have~~as ~~only~~long ~~two~~as ~~directors~~we continue to be an emerging growth company, we ~~and~~may ~~each~~take ~~one~~advantage isof ~~not~~exemptions ~~“independent”~~from asreporting requirements that ~~term~~apply isto ~~defined~~other inpublic ~~the~~companies ~~rules~~that ofare ~~any~~not ~~national~~emerging ~~securities exchange~~growth companies. AsInvestors amay ~~result,~~find our common stock less attractive because we domay rely on these exemptions, which include not ~~have~~being required anto ~~Audit~~comply orwith ~~Compensation~~the ~~Committee.~~auditor ~~The~~attestation ~~functions~~requirements of ~~those~~Section ~~committees~~404 ~~are~~of ~~conducted~~the bySarbanes-Oxley ~~the~~Act, ~~Board.~~reduced ~~Consequently~~disclosure obligations regarding executive compensation in our periodic reports and proxy statements, ~~there~~and isexemptions from the requirements of holding a ~~potential~~nonbinding ~~conflict~~advisory vote on executive compensation and stockholder approval of ~~interest~~any ingolden ~~Board~~parachute ~~decisions~~payments not previously approved. In addition, Section 107 of the JOBS Act provides that ~~may~~an ~~adversely~~emerging ~~affect~~growth ~~our~~company ~~ability~~can take advantage of ~~our~~the ~~common~~extended ~~stock~~transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to beopt ~~listed~~out onof athe ~~national~~extended ~~securities~~transition ~~exchange~~period ~~and,~~for complying with the revised accounting standards. If investors find our common stock less attractive as a result of exemptions and reduced disclosure requirements, there may ~~adversely~~be ~~affect~~a ~~the~~less ~~liquidity~~active oftrading market for our common stock and our stock price may be more volatile or may decrease.

18We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain for the foreseeable future.

~~Table~~We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of ~~Contents~~our business. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for our stockholders for the foreseeable future.

~~Our~~Stockholders ~~common stock will be and~~ may ~~continue to~~ be subject to ~~the~~Indian ~~“penny~~taxes on ~~stock”~~income ~~rules~~arising ofthrough the ~~SEC,~~sale ~~which could make transactions in our common stock more cumbersome and may reduce the value~~ of our ~~stockholders’ investment in our~~ common stock.

~~Rule~~In ~~15g-9~~India, ~~under~~ the ~~Exchange~~Income Tax Act ~~defines~~(1961) aprovides ~~“penny~~that income ~~stock”~~arising asdirectly ~~any~~or ~~equity~~indirectly ~~security~~through ~~that~~the ~~has~~sale of a ~~market~~capital ~~price~~asset, including shares of ~~less~~a ~~than~~company ~~$5.00~~incorporated ~~per~~outside ~~share~~of India, will be subject to ~~certain~~tax ~~exceptions.~~in ToIndia, ~~the~~if ~~extent~~such ashares ~~market~~derive, ~~develops~~directly ~~for~~or ~~our~~indirectly ~~common~~their ~~stock,~~value wesubstantially ~~anticipate~~from ~~that~~assets ~~our~~located in ~~common~~India, ~~stock~~whether ~~will~~or ~~be,~~not ~~and~~the ~~may~~seller ~~continue~~of tosuch beshares ~~considered~~has a ~~penny~~residence, ~~stock.~~place Inof ~~order~~business, tobusiness ~~approve~~connection, aor ~~person’s~~any ~~account~~other ~~for~~presence in ~~transactions~~India, inif, ~~penny~~on ~~stocks~~the specified date, the ~~broker~~value orof ~~dealer~~such ~~must:~~assets located in India (i) exceeds a specified amount, or (ii) ~~obtain~~represents at ~~financial~~least ~~information~~fifty ~~and~~per ~~investment~~cent ~~experience~~of ~~objectives~~the value of all the ~~person~~assets owned by the company. Further, the amendment does not deal with the interplay between this provision of Indian tax law and ~~(b)~~the ~~make~~existing adouble ~~reasonable~~tax ~~determination~~avoidance treaties that India has entered into with the ~~transactions~~United States. inIf ~~penny~~the ~~stocks~~Indian ~~are~~tax ~~suitable~~authorities ~~for~~determine that ~~person~~our common stock derives its value substantially from assets located in India and the ~~person~~provisions ~~has~~of ~~sufficient~~any ~~knowledge~~relevant ~~and~~double ~~experience~~tax inavoidance ~~financial~~treaty ~~matters~~are deemed to be ~~capable~~inapplicable ofin ~~evaluating~~this context, stockholders may be subject to Indian income taxes on the ~~risks~~income ofarising, ~~transactions~~directly inor ~~penny~~indirectly, ~~stocks~~through the sale of our common stock.

~~The~~Stockholders broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may beincur ~~less willing to execute transactions in securities subject to the “penny stock” rules~~dilution. ~~This~~Our ~~may~~restated certificate ~~make it more difficult for investors to dispose~~ of ~~our~~incorporation ~~common~~authorizes ~~stock and could depress~~ the ~~market~~issuance ~~value~~ of ~~our~~shares ~~common~~of ~~stock,~~“blank tocheck” ~~the~~preferred ~~extent a market develops~~stock.

~~Shares~~We ofare ~~our~~authorized to issue up to 200,000,000 shares of common stock, ~~that~~par ~~have~~value ~~not~~$0.0001 ~~been~~per ~~registered~~share, ~~under~~and ~~federal~~up ~~securities~~to ~~laws~~10,000,000 ~~are~~shares ~~subject~~of topreferred ~~resale~~stock, ~~restrictions~~$0.0001 ~~imposed~~par byvalue, ~~Rule~~in ~~144~~one or more series and with such rights, ~~including~~preferences ~~those~~and ~~set~~privileges ~~forth~~as inour ~~Rule~~board ~~144(i)~~of ~~which~~directors ~~apply~~may todetermine. aThe ~~former~~issuance ~~“shell~~of ~~company~~additional securities may cause substantial dilution to our stockholders.”

~~Prior~~Our toboard ~~acquiring~~of ~~our~~directors ~~Indian~~has ~~operating~~authority, ~~subsidiary~~without wefurther ~~were~~action by athe ~~“shell~~stockholders, ~~company”~~to ~~under~~issue ~~applicable~~up ~~SEC~~to ~~rules and regulations because we had no or nominal operations and either no or nominal assets~~10,000,000 ~~assets~~shares ~~consisting solely~~ of ~~cash~~preferred ~~and~~stock ~~cash~~in ~~equivalents,~~one or ~~assets~~more ~~consisting~~series. ofOur ~~any~~board ~~amount~~ of ~~cash~~directors ~~and~~has ~~cash~~the authority ~~equivalents and nominal other assets. Resales pursuant~~ to ~~Rule~~determine ~~144 promulgated under~~ the ~~Securities~~terms ~~Act~~ of ~~the~~each ~~securities~~series of apreferred ~~former shell company~~stock, ~~such~~within asthe ~~us,~~limits ~~are~~of ~~not permitted (i) until at least 12 months have elapsed from~~ the ~~April~~restated ~~18,~~certificate ~~2016 initial filing~~ of ~~our Registration Statement on Form S-1, which reflected our status as a nonshell company~~ incorporation and ~~(ii) unless at~~ the ~~time~~laws of ~~a proposed sale, we are subject to~~ the ~~reporting~~State ~~requirements~~ of ~~Section~~Delaware. 13These orterms ~~15(d)~~include of the ~~Exchange~~number ~~Act and have filed all reports and other materials required to be filed by Section 13 or 15(d)~~ of ~~the~~shares ~~Exchange~~in ~~Act,~~a ~~as applicable~~series, ~~during~~dividend ~~the preceding 12 months~~rights, ~~other~~liquidation ~~than Form 8-K reports. As a result~~preferences, terms ~~sales may not be made under Rule 144 unless we and the selling stockholders are in compliance with the requirements~~ of ~~Rule 144. Further~~redemption, itconversion ~~will~~rights be more difficult for us to raise funding to support our operations through the sale of debt or equity securities unless we agree to register such securities under the Securities Act, which could cause us to expend significant time and ~~cash~~voting ~~resources~~rights. ~~Additionally,~~The ~~our~~issuance ~~previous status as a shell company could also limit our use~~ of ~~our securities to pay for~~ any ~~acquisitions~~preferred westock may ~~seek~~negatively toaffect ~~pursue in~~ the ~~future~~holders of ~~(although~~our ~~none~~common ~~are currently planned)~~stock. ~~The~~These ~~lack~~possible ofnegative ~~liquidity~~effects ofinclude ~~our~~diluting ~~securities~~the asvoting apower ~~result~~ of ~~the~~shares ~~inability to sell under Rule 144 for a longer period~~ of ~~time than a non-former shell company could make an investment in~~ our ~~securities~~common ~~less~~stock ~~attractive~~ and ~~could cause~~ affecting the ~~share~~market price of our common stock ~~to decline~~.

~~Item 1B. Unresolved Staff Comments~~20

~~None.~~Table of Contents

~~Item~~Our 2.failure ~~Properties~~to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

We ~~lease~~have ~~approximately~~only 2two directors,~~455~~ and ~~square~~each ~~feet~~one ofis ~~office~~not ~~space~~“independent” ~~for~~as ~~our~~that ~~principal~~term ~~executive~~is ~~officers~~defined in ~~Ahmedabad,~~the ~~India.~~rules ~~Currently,~~of ~~our~~any ~~president~~national ~~and~~securities ~~director, Deepak Sharma leases this space to us at no charge~~exchange. ~~Since~~As ~~March~~a ~~2016~~result, we ~~also~~do ~~lease~~not ~~approximately~~have ~~4,300~~an ~~square~~Audit ~~feet~~or ofCompensation ~~office~~Committee. ~~space~~The ~~for~~functions ~~our~~of ~~technology~~those ~~center~~committees inare ~~Bangalore,~~conducted ~~Karnataka~~by ~~India,~~the ~~for~~Board. ~~which we currently pay $4~~Consequently,~~000~~ there ~~per~~is ~~month.~~a ~~This~~potential ~~lease~~conflict ~~expired~~of ~~March~~interest ~~31,~~in ~~2018~~Board ~~and~~decisions ~~was~~that ~~subsequently~~may ~~renewed~~adversely ~~until~~affect ~~2024.~~our Weability ~~believe~~of ~~these~~our ~~properties~~common ~~suit~~stock ~~our~~to ~~operations~~be ~~and~~listed on ~~business~~a ~~needs~~national ~~and~~securities ~~that~~exchange ~~adequate~~and, ~~suitable~~as ~~lease~~a ~~space~~result, ~~will~~may ~~continue~~adversely toaffect bethe ~~available~~liquidity toof ~~meet~~ our ~~needs~~common stock.

~~Item~~Our 3.common ~~Legal~~stock ~~Proceedings~~will be and may continue to be subject to the “penny stock” rules of the SEC, which could make transactions in our common stock more cumbersome and may reduce the value of our stockholders’ investment in our common stock.

WeRule ~~are~~15g-9 ~~not~~under ~~currently~~the ~~involved~~Exchange inAct defines a “penny stock” as any ~~material~~equity ~~legal~~security ~~proceedings~~that has a market price of less than $5.00 ~~From~~per ~~time-~~share, subject to~~-time~~ certain exceptions. To the extent a market develops for our common stock, we anticipate wethat our common stock will be, ~~involved~~and may continue to be considered a penny stock. In order to approve a person’s account for transactions in ~~legal~~penny ~~proceedings~~stocks, ~~claims~~the broker or dealer must: (a) obtain financial information and ~~litigation~~investment ~~arising~~experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the ~~ordinary~~person ~~course~~has sufficient knowledge and experience in financial matters to be capable of ~~our~~evaluating the ~~business~~risks ~~and~~of ~~otherwise~~transactions in penny stocks. The ~~ultimate~~broker ~~costs~~or todealer ~~resolve~~must also deliver, prior to any ~~such~~transaction ~~matters~~in ~~could~~a ~~have~~penny stock, a disclosure ~~material~~schedule ~~adverse~~prescribed ~~effect~~by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on ~~our~~which ~~financial~~the ~~statements.~~broker Weor ~~could~~dealer bemade ~~forced~~the tosuitability ~~incur~~determination; ~~material~~and ~~expenses~~(b) ~~with~~confirms ~~respect~~that the broker or dealer received a signed, written agreement from the investor prior to ~~these~~the ~~legal~~transaction. ~~proceedings~~Generally, ~~and~~brokers may be less willing to execute transactions in securities subject to the ~~event~~“penny ~~there~~stock” isrules. anThis ~~outcome~~may inmake ~~any~~it ~~that~~more isdifficult ~~adverse~~for investors to ~~us,~~dispose of our ~~financial~~common stock ~~position~~ and ~~prospects~~ could bedepress ~~harmed~~the market value of our common stock, to the extent a market develops.

19Shares of our common stock that have not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a former “shell company.”

~~Table~~Prior to acquiring our Indian operating subsidiary we were a “shell company” under applicable SEC rules and regulations because we had no or nominal operations and either no or nominal assets, assets consisting solely of ~~Contents~~cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Resales pursuant to Rule 144 promulgated under the Securities Act of the securities of a former shell company, such as us, are not permitted (i) until at least 12 months have elapsed from the April 18, 2016 initial filing of our Registration Statement on Form S-1, which reflected our status as a nonshell company and (ii) unless at the time of a proposed sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports. As a result, sales may not be made under Rule 144 unless we and the selling stockholders are in compliance with the requirements of Rule 144. Further, it will be more difficult for us to raise funding to support our operations through the sale of debt or equity securities unless we agree to register such securities under the Securities Act, which could cause us to expend significant time and cash resources. Additionally, our previous status as a shell company could also limit our use of our securities to pay for any acquisitions we may seek to pursue in the future (although none are currently planned). The lack of liquidity of our securities as a result of the inability to sell under Rule 144 for a longer period than a non-former shell company could make an investment in our securities less attractive and could cause the share price of our common stock to decline. Currently our stock is trading under $5 and we have no trading volume.

~~Item~~Limitations ~~4. Mine~~on ~~Safety Disclosures~~Controls

~~Not~~Our ~~applicable~~disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

~~PART~~If IIwe fail to maintain an effective system in internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect the investor confidence in the us and, as result, the value of our common stock.

~~Item~~The 5Company has material weakness to maintain an effective system in internal control over financial reporting. ~~Market~~The ~~For~~Sarbanes-Oxley ~~Registrant~~Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s ~~Common~~rules ~~Equity~~and forms. Disclosure controls and procedures include, ~~Related~~without ~~Stockholder~~limitation, ~~Matters~~controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and ~~Issuer~~principal ~~Purchaser~~financial officers, as appropriate to allow timely decisions regarding required disclosure. We are required under Section 404(a) of ~~Equity~~the ~~Securities~~Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

Our common stock is quoted on the OTC Markets OTCQB tier, or OTCQB, of OTC Markets Group, Inc. under the symbol “TRRB.” As of June 18, 2018, the closing sale price for our common stock as reported on the OTCQB system was $0.70 per share. Our common stock commenced public trading on October 16, 2017 the OTCQB. Although our common stock is quoted on the OTCQB, there is a limited trading market for our common stock and there have been few trades in our common stock to date. Because our common stock is thinly traded, any reported sale prices may not be a true market-based valuation of our common stock. The following table sets forth, for the periods indicated, the high and low closing bid quotations for our common stock, as reported by OTCQB, since the common stock commenced public trading. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.21

		High	Low
2018	Third Quarter (q/e 12/31/17)	$0.60	$0.50
	Fourth Quarter (q/e 3/31/18)	$1.515	$0.50

Table of Contents

~~Holders~~Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its Section 404(b) attestations, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, investor groups like Institutional Shareholder Services could initiate a withhold vote campaign with respect to the re-election of the members of our audit committee, and we could be subject to sanctions or investigations by the Stock Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

AsProvisions ofin ~~that~~our ~~date,~~charter ~~there~~documents ~~were~~or ~~approximately~~Delaware 40law ~~stockholders~~may inhibit ofa ~~record~~takeover ~~for~~or ~~our~~make ~~common~~it ~~stock.~~more ~~This~~difficult ~~does~~to ~~not~~effect ~~include~~a ~~beneficial~~change ~~owners~~in ~~holding~~control, ~~common~~which ~~stock~~could inadversely ~~street~~affect ~~name~~the invalue ~~brokerage~~of ~~accounts~~our common stock.

~~Dividends~~Our certificate of incorporation and bylaws contain, and Delaware corporate law contains, provisions that could delay or prevent a change of control or changes in our management. These provisions will apply even if some of our stockholders consider the offer to be beneficial or favorable. If a change of control or change in management is delayed or prevented, the market price of our common stock could decline.

WeRaising ~~have~~additional ~~never~~capital ~~paid~~by ~~cash~~issuing ~~dividends~~securities onmay ~~our~~cause dilution ~~common stock, have no plans~~ to ~~pay any dividends, and it is unlikely that we will pay any dividends in the foreseeable future. We currently intend to invest future earnings, if any, to finance expansion of~~ our ~~business~~stockholders. ~~Any payment of cash dividends in the future will be dependent upon our earnings, financial condition, capital requirements, and other factors determined by our board of directors.~~

~~Unregistered~~We ~~Sales~~may ofneed ~~Equity~~or ~~Securities~~desire to raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:

On· ~~April~~Research ~~27,~~and ~~2017,~~development weinvestments ~~closed~~(including onour ~~the~~investment ~~sale~~in offine anpowder ~~aggregate~~capabilities offor ~~1,453,333~~direct ~~shares~~printing ofand ~~the~~our ~~Company’s~~development ~~common~~efforts ~~stock~~tied ~~pursuant~~ to ~~subscription~~large ~~agreements~~format ~~between~~direct us and aindirect ~~total~~3D ofprinting ~~seven investors, resulting in gross proceeds to us of $436,000.~~ machines);

On· ~~May~~Our ~~10,~~degree ~~2017,~~of wesuccess ~~closed~~in oncapturing ~~the~~a ~~sale~~larger ofportion ~~an aggregate~~ of ~~200,000 shares of~~ the ~~Company’s~~industrial ~~common~~products ~~stock~~production ~~pursuant to a subscription agreement between us and one investor, resulting in gross proceeds to us of $60,000.~~ market;

On· ~~June~~The 1,costs ~~2017, we closed on the sale~~ of anestablishing ~~aggregate~~or ofacquiring ~~170~~sales,~~000~~ ~~shares~~marketing, ~~of the Company’s common stock pursuant to a subscription agreement between us~~ and ~~one~~distribution ~~investor,~~capabilities ~~resulting~~for inour ~~gross proceeds to us of $51,000.~~ products;

On· ~~July~~The ~~12,~~costs ~~2017, we closed on the sale~~ of anpreparing, ~~aggregate of 166~~filing,~~667~~ ~~shares~~and ofprosecuting ~~the~~patent ~~Company’s~~applications, ~~common~~maintaining ~~stock~~and ~~pursuant~~enforcing toour aissued ~~subscription~~patents, ~~agreement between us~~ and ~~one~~defending ~~investor,~~intellectual ~~resulting~~property-related ~~in gross proceeds to us of $50,000.~~claims;

On· ~~July~~The ~~17,~~extent ~~2017,~~to which we ~~closed~~acquire onor ~~the~~invest ~~sale~~in ~~of an aggregate of 1~~businesses,~~333,334~~ ~~shares~~products ofor ~~the~~technologies ~~Company’s common stock pursuant to a subscription agreement between us~~ and ~~four~~other ~~investors,~~strategic ~~resulting~~relationships; ~~in gross proceeds to us of $400,000.~~and

On· ~~July~~The ~~21,~~costs ~~2017, we closed on the sale~~ of anfinancing ~~aggregate~~unanticipated ofworking ~~170,000~~capital ~~shares~~requirements ~~of the Company’s common stock pursuant to a subscription agreement between us~~ and ~~one~~responding ~~investor, resulting in gross proceeds~~ to uscompetitive ~~of $51,000~~pressures.

OnIf ~~July~~we ~~25,~~raise ~~2017~~additional funds by issuing equity or convertible debt securities, we ~~closed~~will onreduce the ~~sale~~percentage ownership of anour ~~aggregate~~then-existing stockholders, and the holders of ~~166~~those newly-issued equity or convertible debt securities may have rights,~~667~~ preferences, or privileges senior to those possessed by our then-existing stockholders. Additionally, future sales of a substantial number of shares of our common stock or other equity-related securities in the ~~Company’s~~public market could depress the market price of our common stock ~~pursuant~~and impair our ability to araise ~~subscription~~capital ~~agreement~~through ~~between~~the ussale of ~~and~~additional ~~one~~equity ~~investor,~~or ~~resulting~~equity-linked insecurities. ~~gross~~We ~~proceeds~~cannot topredict usthe effect that future sales of ~~$50,000~~our common stock or other equity-related securities would have on the market price of our common stock.

20Item 1B. Unresolved Staff Comments

~~Table of Contents~~None.

These shares of the Company’s common stock were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering. The issuance of these shares of common stock was not a public offering for purposes of Section 4(a)(2) because the offerees status as “accredited investors, and the manner of the issuance, including that the Company did not engage in general solicitation or advertising with regard to the issuance of such shares and did not offer any such shares to the public in connection with the issuance.22

~~Securities~~Table ~~authorized~~of ~~for issuance under equity compensation plans~~Contents

~~See Part III,~~ Item ~~12 of this annual report for information regarding securities authorized for issuance under the Company’s equity compensation plan~~2. Properties

~~Item~~We 6lease approximately 2,455 square feet of office space for our principal executive officers in Ahmedabad, India. ~~Selected~~Currently, ~~Financial~~our ~~Data~~president and director, Deepak Sharma leases this space to us at no charge.

~~Not~~Since ~~applicable~~March 2016, we also lease approximately 4,080 square feet of office space for our technology center in Bangalore, Karnataka India, for which we currently pay approximately $6,270 per month including annual maintenance charges. This lease is continued with expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs. Following table describes our obligation for the next five year from the lease.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Fiscal Year	Estimated Lease Charges
2020	$75,272
2021	$80,067
2022	$85,116
2023	$90,549
2024	$96,401
2025	$72,301

~~You~~Item ~~should read the following management’s discussion and analysis in conjunction with the financial statements and related notes for TripBorn, Inc~~3. ~~(“TripBorn,”~~Legal ~~“we,” “us,” “our” and the “Company”) and its operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”).~~Proceedings

~~The~~We ~~information~~are ~~contained~~not ~~below~~currently ~~may~~involved bein ~~subject~~any tomaterial ~~risk~~legal ~~factors~~proceedings. From Wetime-to-time, ~~urge~~we ~~you~~anticipate towe ~~review~~will ~~carefully~~be involved in legal proceedings, claims and litigation arising in the ~~section~~ordinary course of ~~this~~our ~~Memorandum~~business ~~entitled~~and ~~“Risk~~otherwise. ~~Factors”~~The ~~for~~ultimate costs to resolve any such matters could have a ~~more~~material ~~complete~~adverse ~~discussion~~effect ofon ~~the~~our ~~risks~~financial statements. ~~associated~~We could be forced to incur material expenses with anrespect ~~investment~~to these legal proceedings, and in the event, there is an outcome in any that is adverse to us, our ~~common~~financial ~~stock.~~position ~~See~~and ~~“Forward-Looking~~prospects ~~Statements~~could be harmed.”

~~OVERVIEW~~Item 4. Mine Safety Disclosures

WeNot ~~are an online travel agency, sometimes referred to as an OTA, that offers travel reservations and related travel services and products to travel agents in India through our website, www~~applicable.tripborn.com. Currently, we operate as a business to business, or B2B, online travel agency that serves travel agents and travel companies based in India in booking travel services and products for their customers. Through our internet-based platform, our travel agent customers can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services, and e-commerce money transfer products. We serve over 6,534 agents across Indian.

We are a holding company incorporated in Delaware in 2010. Deepak Sharma, our president and director, formed our operating subsidiary, Sunalpha Green Technologies Private Limited, under the laws of the Republic of India in 2010. Sunalpha commenced operations as an OTA in India in February 2014.23

~~Prior~~Table toof acquiring Sunalpha in December 2015, we operated as a shell company with nominal or no assets or operations. We were known as PinstripesNYC, Inc. until January 2016. We filed reports as PinstripesNYC, Inc. with the SEC under the Exchange Act from August 2010 until we terminated our registration under the Exchange Act in May 2013. Our fiscal year ends on March 31. We refer to the fiscal year ended March 31, 2018 as fiscal 2018 and the fiscal year ended March 31, 2017 as “fiscal 2017”.Contents

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

~~Table~~Our common stock is quoted on the OTC Markets OTCQB tier, or OTCQB, of ~~Contents~~OTC Markets Group, Inc. under the symbol “TRRB.” As of March 31, 2019, the closing sale price for our common stock as reported on the OTCQB system was $1.25 per share. Our common stock commenced public trading on October 16, 2017 the OTCQB. Although our common stock is quoted on the OTCQB, there is a limited trading market for our common stock and there have been few trades in our common stock to date. Because our common stock is thinly traded, any reported sale prices may not be a true market-based valuation of our common stock. The following table sets forth, for the periods indicated, the high and low closing bid quotations for our common stock, as reported by OTCQB, since the common stock commenced public trading. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

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

		High	Low
2019	First Quarter (q/e 06/30/18)	$0.70	$0.70
	Second Quarter (q/e 09/30/19)	$0.70	$0.70
	Third Quarter (q/e 12/31/18)	$0.70	$0.70
	Fourth Quarter (q/e 3/31/19)	$1.25	$0.70

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

~~Historical~~As ~~Operations~~of ~~and~~that ~~Outlook~~date, there were approximately 42 stockholders of record for our common stock. This does not include beneficial owners holding common stock in street name in brokerage accounts. Currently no employee have granted any Equity from the Employee Stock Option Plan from the company.

Since commencing operations as an OTA in February 2014, we have grown our business by initially processing a few transactions a day to processing approximately 6,000 transactions per day in March 2018. In our fiscal year ended March 31, 2018 we processed 1,035,206 transactions and 16.9 million searches have been performed on our platform compared to 373,651 and 7.6 million as of March 31, 2017. During fiscal 2018, we have experienced increased traffic on our website due to our efforts in marketing and branding. Our agent customers log in nearly 2,701 times per day, up from 1,300 at March 31, 2017. We have steadily worked to add suppliers in order to provide additional services and better pricing for our travel agent customers. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that we will be in a position to use our established platform to offer travel services and related services directly to consumers. We believe our online platform is capable of managing hundreds of suppliers and millions of transactions in furtherance of our growth strategies.Dividends

InWe ~~November~~have ~~2015,~~never wepaid ~~integrated~~cash ~~the~~dividends ~~Indian~~on ~~Railway~~our ~~reservation~~common ~~system~~stock, ~~into~~have no ~~our~~plans ~~online~~to ~~platform~~pay ~~using~~any ~~complex~~dividends, and ~~scalable~~it ~~technology~~is ~~tools.~~unlikely ~~Previously,~~that we ~~provided rail ticketing through a third-party supplier. Becoming a principle agent has resulted in and~~ will ~~continue~~pay toany ~~result~~dividends in anthe ~~increase~~foreseeable ~~in rail ticketing revenue associated with an increase in fees associated with enrolling our travel agent customers and usage fees for ticketing~~future. We ~~have~~currently ~~also~~intend to ~~experienced,~~invest ~~and~~future ~~anticipate that we will continue to see~~earnings, anif ~~increase in selling~~any, ~~general~~to ~~and~~finance ~~administrative~~expansion ~~expenses~~of ~~associated~~our ~~with~~business. ~~hiring~~Any ~~additional~~payment ~~personnel~~of ~~and~~cash ~~expanding~~dividends ~~our marketing activities~~ in ~~connection with~~ the ~~expanded~~future ~~rail~~will ~~ticketing~~be ~~services~~dependent upon asour ~~well~~earnings, asfinancial ancondition, ~~increase~~capital inrequirements, ~~legal~~ and ~~consulting~~other ~~expenses~~factors ~~associated~~determined ~~with~~by ~~becoming~~our aboard ~~reporting~~of ~~company with the SEC~~directors.

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

WeOn ~~expect~~August to21, ~~see~~2018, anwe ~~increase~~have inissued ~~bookings through our website and a corresponding increase in revenue in fiscal 2019 due to~~ the consulting ~~recent~~advisory ~~expansion~~shares of ~~our~~an ~~sales~~aggregate ~~force and our expansion into the states~~ of ~~Maharashtra~~478,560 ~~Karnataka~~shares ~~and~~of ~~Madya~~the ~~Pradesh.~~Company’s ~~In fiscal 2019 we expect to expand into other neighboring states in India~~common.

~~India~~On December ~~remains a largely unbanked country with cash transactions typical. The Indian government’s decision to demonetize their two largest bank notes in circulation on November 8~~21, ~~2016 caused a disruption throughout India’s economy~~2018, ~~slowing~~we ~~growth~~closed ~~and forcing customers to focus~~ on ~~day to day expenses. This move slowed India’s GDP during~~ the ~~fourth~~sale ~~quarter~~ of ~~fiscal~~an ~~2017~~aggregate toof ~~6.1%~~214,286 ~~causing~~shares ~~India~~of ~~to lose its status as being~~ the ~~world~~Company’s ~~fastest~~common ~~growing~~stock ~~economy. Growth~~pursuant into ~~some~~subscription agreements ofbetween ~~our~~us ~~travel~~and ~~products~~one ~~slowed during the quarter~~investor, ~~while~~resulting ~~our money transfer product grew during this period. We believe that the slowdown~~ in ~~growth~~gross ~~will~~proceeds beto ~~short~~us ~~lived as the impacts~~ of ~~re-monetization have begun to be felt and GDP growth is projected to be 7~~$150,000.~~3% and 7.5% in 2018 and 2019.~~

~~India’s~~On March ~~biggest~~25, ~~indirect~~2019, ~~tax~~we ~~reform~~closed ~~in the form of Goods and Services Tax (GST) was completed and a comprehensive dual GST was introduced in India~~ on ~~July 1, 2017. These reforms were approved by~~ the ~~Parliament~~sale ~~after they were introduced as part~~ of ~~the~~an ~~Money~~aggregate ~~Bill. Following the passage~~ of ~~the GST Acts~~428,571 ~~the~~shares ~~GST~~of ~~Council decided~~ the ~~rates~~Company’s ~~for~~common ~~the~~stock ~~Goods~~pursuant ~~and Services~~ to besubscription agreements ~~taxed~~between ~~under~~us ~~the~~and ~~GST~~one ~~regime.~~investor, ~~GST~~resulting ~~is considered to be the biggest tax reform~~ in ~~India~~gross ~~since~~proceeds ~~independence.~~to Itus ~~will help realize the goal~~ of ~~“One Nation-One Tax-One Market.” GST is expected to benefit all the stakeholders – industry~~$300, ~~government and consumer~~000.

~~The~~On March ~~GST~~29, ~~for~~2019, ~~travel~~we ~~industry~~closed ~~and~~on ~~hotels~~the ~~also~~sale ~~comes~~of ~~with~~an ~~its~~aggregate ~~share~~of 357,144 shares of ~~adverse~~the ~~impacts~~Company’s incommon ~~short~~stock pursuant to ~~medium~~subscription agreements ~~term~~between us and two investors, ~~were~~resulting ~~final~~in ~~prices~~gross ~~for~~proceeds ~~customers~~to ~~will~~us ~~increase~~of $250,000.

~~Tripborn~~These ~~looks~~shares atof ~~GST~~the ~~for~~Company’s common ~~hotels~~stock ~~and~~were ~~tourism~~issued asin areliance ~~mixture~~upon ofan ~~simpler,~~exemption ~~smoother~~from ~~rules~~the ~~and~~registration ~~seemingly~~requirements ~~higher~~of ~~costs~~the &Securities ~~compliance. The~~Act, ~~process~~pursuant to ~~claim~~Section 4(a)(2) ~~and~~thereof, ~~avail~~which ~~ITC~~exempts ~~(input~~transactions ~~tax~~by ~~credit)~~an isissuer ~~simple~~not ~~and~~involving ~~clear~~any public offering. ~~Earlier,~~The ~~adjusting~~issuance ~~the~~of ~~tax~~these ~~paid~~shares onof ~~inputs~~common stock ~~against~~was ~~the~~not ~~output~~a ~~was~~public ~~complex~~offering ~~and~~for ~~error-prone.~~purposes ~~This~~of isSection ~~believed~~4(a)(2) tobecause ~~have~~the ~~become~~offerees ~~easy~~status ~~with~~as ~~GST.~~“accredited ~~Also~~investors, ~~under~~and the ~~GST~~manner of the issuance, ~~tourists~~including ~~have~~that athe ~~clearer~~Company ~~idea~~did ~~about~~not ~~the~~engage ~~tax~~in ~~they~~general ~~are~~solicitation ~~paying,~~or ~~and~~advertising wewith ~~believe~~regard into the issuance ~~longer~~of ~~run~~such ~~that~~shares ~~GST~~and ~~will~~did ~~help~~not ~~Tripborn~~offer ~~grow~~any ~~faster~~such ~~and~~shares ~~efficiently~~to the public in connection with the issuance.

22Securities authorized for issuance under equity compensation plans

~~Table~~See Part III, Item 12 of ~~Contents~~this annual report for information regarding securities authorized for issuance under the Company’s equity compensation plan.

~~RESULTS OF OPERATIONS~~24

~~Twelve~~Table ~~Months~~of ~~Ended March 31, 2018 and 2017~~Contents

~~The~~Item ~~following~~6. ~~table~~Selected ~~presents,~~Financial ~~for the fiscal years ended March 31, 2018 and 2017, the components of our consolidated statements of income:~~Data

	Twelve Months Ended March 31,
	2018	2017
Net revenue	$367,354	$569,843
Cost of revenue	46,547	293,841
Gross profit	320,807	276,002
Operating expenses
Selling, general, and administrative expenses	764,871	490,829
Legal and consulting expenses	191,391	246,440
Income (loss) from operations	(635,455)	(461,267)
Other income (expense)
Depreciation and amortization	(383,513)	(226,526)
Interest income	522
Interest expense	(174,899)	(162,163)
Total other income (expense)	(557,890)	(388,689)
Income (loss) before income tax expense	(1,193,345)	(849,956)
Income tax benefit (expense)	129,617	167,032
Net income (loss)	(1,063,728)	(682,924)

Not applicable.

~~Revenue~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Net~~The ~~revenues~~following ~~for~~discussion ~~the~~should ~~twelve~~be ~~months~~read in ~~ended~~conjunction ~~March~~with ~~31,~~our ~~2018~~audited ~~were~~consolidated ~~$367,354~~financial ~~compared~~statements toand ~~$569,843 for~~ the ~~twelve~~related ~~months~~notes ~~ended~~that ~~March~~appear ~~31,~~elsewhere ~~2017, a decrease of $202,489~~ in ~~the~~this ~~year~~annual ~~ended March 31, 2018 compared to the prior year~~report. The ~~Revenue~~following ~~for~~discussion ~~the~~contains ~~year~~forward-looking ~~ended~~statements ~~March~~that ~~31,~~reflect ~~2018~~our ~~consisted of $64~~plans,~~223~~ ~~from~~estimates ~~air~~and ~~ticketing~~beliefs. ~~compared~~Our toactual ~~$212,935~~results could indiffer ~~the~~materially ~~prior~~from ~~year,~~those $0discussed in ~~bus ticketing compared to $0 in~~ the ~~prior~~forward-looking ~~year,~~statements. ~~$22,857~~Factors ~~from~~that ~~rail~~could ~~ticketing~~cause ~~compared~~or contribute to ~~$29,348~~such differences ininclude ~~the~~but ~~prior~~are ~~year,~~not $0limited ~~from hotel booking compared~~ to ~~$4,245~~those indiscussed ~~the~~below ~~prior~~and ~~year,~~elsewhere ~~$48,505 from vacation packages compared to $217,503~~ in ~~the~~this ~~prior~~annual ~~year~~report, ~~$26,615~~particularly ~~from payment services compared to $21,625~~ in the ~~prior~~section entitled ~~year,~~“Risk ~~and~~Factors” ~~$205,154~~beginning ~~from~~on ~~incentives~~page ~~from~~11 ~~our~~of ~~aggregators~~this ~~and~~annual ~~suppliers and fees, penalty income and surcharges from our travel agent customers compared to $84,187 in the prior year~~report.

~~The~~Our ~~decrease~~audited ~~over~~consolidated ~~the~~financial ~~prior~~statements are ~~year~~stated ~~was primarily driven by decreases~~ in ~~air~~United ~~and~~States ~~rail~~Dollars ~~ticketing~~ and ~~hotel~~are ~~bookings~~prepared ~~declining more than increases~~ in ~~payment~~accordance services and incentives, fees, penalty income, and surcharges. While there was increased transaction volume through the addition of more agents and an increased geographical reach but at lower margins. The largest growth areas were incentives, fees, penalty income, and surcharges, which grew by $120,966 over the prior year and payment services which grew $4,990 over the prior year. Our primary focus has been on growing our fee revenue as it is our highest margin offering, which has been accomplished by our increased brand recognition with ~~our~~United ~~agents~~States ~~and~~Generally ~~suppliers~~Accepted ~~and~~Accounting ~~is driving more customers to us for these package offering~~Principles. Air ticketing margins have continued to decline compared to the prior year as airlines have continued moving to a more direct sales approach with end user customers, which has reduced the margin for airline tickets. Our bus ticketing segment is growing and we booked over 6,000 bus tickets during the twelve months ended March 31, 2018 compared to minimal bus tickets at cost during the twelve months ended March 31, 2017 as we tested the marketplace for this product offering and found that to compete successfully needed to increase our sales volume.

23We are an “emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this and future filings. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from reporting requirements that apply to other public companies that are not emerging growth companies. Investors may find our common stock less attractive because we may rely on these exemptions, which include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Table~~In addition, Section 107 of ~~Contents~~the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to opt out of the extended transition period for complying with the revised accounting standards. If investors find our common stock less attractive as a result of exemptions and reduced disclosure requirements, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease.

~~Cost of Revenues and Gross Profit~~ACQUISITION

The ~~cost~~Company ofwill ~~revenue~~make ~~for~~acquisitions at ~~the~~prices ~~twelve~~above ~~months~~the ~~ended~~determined ~~March~~fair ~~31,~~value ~~2018~~of ~~was~~the ~~$46,547~~acquired ~~compared~~identifiable tonet ~~$293~~assets,~~841~~ ~~for~~resulting ~~the~~in ~~prior~~goodwill, ~~year.~~due ~~The~~to ~~cost~~expectations of the ~~revenue~~synergies ~~represents~~that ~~fees~~will ~~charged~~be realized by ~~our~~the ~~suppliers~~combining the businesses. ~~Revenue~~These ~~from~~synergies ~~vacation~~include ~~packages~~hotel brands, ~~including~~its ~~income~~customers ~~from~~and ~~airline~~its operations; ~~tickets~~use ~~sold~~of tothe ~~customers~~Company’s asexisting atechnology ~~part~~to expand sales of ~~vacation~~the ~~packages,~~acquired ~~some~~business’s ~~hotel,~~services; ~~some~~and ~~cab,~~create operational and ~~railway~~financial ~~software~~efficiencies ~~sales~~of ~~are~~the ~~accounted~~acquired ~~for~~businesses onto acost-effectively ~~gross~~expand ~~basis~~sales asof ~~the~~company ~~Company~~products isand ~~determined~~services. Acquisition towill be ~~the~~accounted ~~primary~~for ~~obligor~~by inusing the ~~arrangement,~~purchase ~~whereas~~method ~~other~~of ~~revenues~~accounting, ~~are~~and ~~recognized~~the onacquired acompany’s ~~net~~results ~~basis.~~will ~~The~~be included ~~decrease~~ in ~~cost of revenue during~~ the ~~twelve~~accompanying ~~months~~financial ~~ended~~statements ~~March~~from ~~31,~~their ~~2018~~respective ~~compared~~dates toof ~~the~~acquisition. ~~prior~~Acquisition ~~year~~transaction ~~resulted~~costs ~~primarily~~will be ~~from~~recorded ~~decreases~~ in ~~sales~~selling, ofgeneral ~~our~~and ~~vacation~~administrative ~~packages~~expenses ~~and~~as ~~hotel bookings~~incurred.

~~Gross~~The ~~profit~~Company ~~from~~has ~~revenues~~entered ~~for~~into ~~the~~an ~~twelve~~agreement to ~~months~~acquire ~~ended~~51% ~~March~~of 31PRAMA Hotels and Resorts Limited (“PRAMA”) for approximately $3,242,857, ~~2018~~consisting ~~was~~of $~~320~~1,~~807~~400,000 in ~~compared~~cash toand $~~276~~1,~~002~~842,857 ~~for~~in common stock (2,632,653 shares). PRAMA is engaged in the ~~prior~~business ~~year~~of owning, managing asset light affordable hotel brands across India. ~~The~~ ~~$44~~PRAMA,~~805~~ ~~increase~~through ~~was~~its ~~driven~~wholly ~~primarily~~owned bysubsidiaries, APODIS ~~the~~and ~~decrease~~IntelliStay, inowns ~~vacation~~emerging ~~package~~and ~~revenue~~leading budget hotel brands including Mango Hotels, Mango Suites, Mango Hotels Select, Mango Suites Select, i-Stay Hotels and Apodis Collection, which are presently spread across 21 cities in India under its IntelliStay Hotels vertical. The transaction is subject to customary closing conditions, including regulatory approvals. The Company closed on its acquisition on April 22, 2019, whereby the ~~associated~~company ~~costs~~acquired 51% of ~~providing~~PRAMA. The Company expects to determine the ~~vacation~~preliminary purchase ~~packages~~price allocation prior to the end of the first quarter of FYE 2020.

~~Operating~~OPERATING ~~Expenses~~METRICS

~~Total~~In ~~operating~~evaluating ~~expenses~~our ~~for the twelve months ended March 31~~business, ~~2018~~we ~~were~~use operating ~~$956~~metrics,~~262~~ ~~compared~~including togross ~~$737,269~~bookings inand ~~the~~revenue ~~prior year~~margin. ~~Our~~ ~~operating~~Gross ~~expenses~~bookings ~~include~~is ~~our~~a ~~sales~~measure ~~and~~of ~~marketing,~~total ~~payroll~~dollar ~~and~~volume ~~general~~of ~~and~~transactions that ~~administrative~~we ~~costs,~~process. ~~and~~This ~~the~~metric ~~increase~~is inan ~~these~~operating ~~costs~~metric ~~was~~used ~~driven~~ by ~~our~~management, ~~increased~~the ~~headcount~~investor ascommunity, ~~our operations have grown to support our future growth. We expect our sales~~ and ~~marketing~~analysts ~~expenses~~who tofollow ~~continue~~the totravel industry ~~increase as we continue~~ to ~~grow~~measure ~~the~~our ~~business~~market share and ~~hire experienced personnel~~ to ~~support~~measure our ~~expanding~~scale ~~business~~ and ~~operations~~growth. We ~~anticipate~~calculate ~~our~~revenue ~~general~~margin ~~and~~as ~~administrative~~revenue ~~expenses will increase~~ as wea ~~incur~~percentage of ~~expenses~~gross ~~associated with being an Exchange Act reporting company~~bookings.

LIQUIDITY AND CAPITAL RESOURCES

	Twelve Months Ended March 31
	2019	2018

Gross Bookings¹	$71,860,637	$29,240,498
Revenue Margin²	0.7%	1.2%

As1Gross ofbookings March 31, 2018, we had $1,148,741 in cash and cash equivalents, compared to $561,707 as of March 31, 2017. This $587,034 increase in cash is a result of common stock sales of $1,098,000 during fiscal 2018 offset by operating losses generated during represent the ~~year~~total ~~ended~~retail ~~March~~value ~~31, 2018. As~~ of ~~March~~transactions ~~31,~~booked ~~2018,~~through ~~we have stockholders’ equity of $454~~us,~~802~~ ~~compared~~generally toincluding ~~a deficit of $88~~taxes,~~394~~ asfees ofand ~~March~~other 31charges, ~~2017. Our~~and ~~stockholders’~~are ~~deficit~~generally reduced ~~decreased~~for ascancellations ~~a result of the increase in our operating losses offset by our common stock sales~~ and ~~convertible note sales and issuances during the year~~refunds.

~~Our~~2Revenue ~~primary~~margin ~~source~~is defined as net revenue as a percentage of ~~working~~gross ~~capital~~bookings. toThe ~~date~~increase ~~has~~in ~~been~~gross ~~through~~bookings ~~the~~is ~~sale~~driven ofby ~~common~~increased ~~stock~~Money transfer services and incentives, ~~the~~fees, ~~sale~~penalty income, and ~~issuance~~surcharges ofas ~~convertible~~we ~~notes~~increase our agent network and expand our geographic reach. ~~Our~~ ~~focus~~Revenue ~~remains~~margin decreased onduring ~~deriving~~the ~~net~~twelve ~~cash~~months ~~flow~~ended March 31, 2019 to 0.7 % from ~~operations~~1.2% in the prior year. While gross bookings have increased, this decrease in margins primarily driven by lower margin offerings such as money transfer service.

~~Cash Flows: The following table is a summary of our Consolidated Statements of Cash Flows:~~25

	Twelve Months Ended
	March 31,			March 31,
	2018			2017
Cash Provided by (Used in):
Operating Activities	$	(463,404	)	$	(500,472	)
Investing Activities		(2,563	)		(715,551	)
Financing Activities		1,098,000			1,480,681

Table of Contents

~~Operating~~RESULTS ~~Activities: Net~~OF ~~cash~~OPERATIONS ~~used by operations was $463,404 during the twelve months ended March 31, 2018 compared to a cash use from operating activities of $500,472 during the prior year.~~

The ~~year-over-year~~following ~~decrease~~summary inof ~~cash~~our ~~used~~results byof operations isshould ~~primarily~~be read ~~the~~in ~~result~~conjunction ofwith ~~operating~~our ~~losses~~consolidated ~~that~~financial ~~were~~statements ~~offset~~for bythe ~~positive~~years ~~changes~~ended inMarch ~~net~~31, ~~working~~2019 ~~capital~~and ~~(defined~~2018, aswhich ~~current~~are ~~assets less current liabilities)~~included herein.

~~Investing~~Our ~~Activities: During~~operating ~~the~~results ~~twelve~~for ~~months~~the years ended March 31, 2019 and 2018 ~~cash~~and ~~used by investing activities was $2,563 compared to a cash use from investing activities of $715,551 in~~ the ~~prior year. These cash uses represent net~~ changes inbetween ~~property,~~those ~~plant,~~periods ~~and~~for ~~equipment and intangible assets and specifically a $695,000 upgrade to our Travelcord operating software during~~ the ~~year~~respective ~~ended~~items ~~March~~are ~~31,~~summarized ~~2017.~~as follows:

Financing Activities: During the twelve months ended March 31, 2018, there was $1,098,00 of cash provided by financing activities compared to a cash provision of $1,480,681 in the prior year. Cash generated during the year ended March 31, 2018 resulted from the sale of common stock. Cash generated from financing activities during the prior year resulted from loans we received from our founders, and from sales of convertible promissory notes to non-affiliate investors and the issuance of a convertible promissory note in payment for the Travelcord software upgrade.

	Twelve Months Ended March 31,		Change In 2019 vs 2018
	2019	2018	$	%
Net revenue	$472,052	$349,818	122,234	34.94

Cost of revenue	376,207	260,769	115,438	44.27

Gross profit	95,845	89,049	6,796	7.63

Operating expenses	1,236,182	1,974,733	738,551	(33.87)

Other (Expenses)	(127,710)	(147,052)	(22,342)	(13.15)

Net loss	(1,268,667)	(2,259,067)	(991,020)	(43.87)

24Revenue

~~Table~~Net ofrevenues ~~Contents~~for the fiscal year ended March 31, 2019 were $472,052 compared to $349,818 for the twelve months ended March 31, 2018. Revenue for the year ended March 31, 2019 consisted from air ticketing, rail ticketing, hotel and holiday packages booking, payment services and incentives from our aggregators and suppliers and fees, penalty income and surcharges from our business agent customers.

WeRevenue ~~presently~~increased doby ~~not~~$122,234 ~~have~~or a34.94% for ~~senior~~the ~~credit~~year orended ~~revolving~~March ~~credit~~31, ~~facility~~2019 ~~and~~compared doto ~~not~~fiscal ~~expect~~year toending ~~obtain~~March ~~one~~31, in2018. ~~the~~The ~~foreseeable~~increase ~~future~~is primarily driven by commission earned from money transfer services and other travel related services.

WeWhile ~~will~~there ~~require~~was ~~additional~~increased ~~capital~~transaction volume tothrough ~~continue~~the toaddition ~~fund~~of ~~our~~more ~~operations~~agents and ~~will~~an ~~look~~increased togeographical ~~raise~~reach ~~funds~~but ~~through~~at ~~public~~lower ~~and~~margins. ~~private~~Our ~~offerings~~primary offocus has been on growing our ~~securities. We~~fee ~~estimate~~revenue ~~that~~for weour ~~will~~services, ~~require~~which ~~approximately~~has ~~$3.0~~been ~~million~~accomplished ~~and~~by ~~$5.0~~our ~~million~~increased inbrand ~~the~~recognition ~~next~~with 12our agents and suppliers 24and ~~months,~~is ~~respectively,~~driving tomore ~~support~~customers ~~our~~to ~~continued operations~~us.

WeCost ~~took~~of ~~the~~Revenue ~~following steps during fiscal 2017~~ and ~~fiscal~~Gross ~~2018 to manage our liquidity and to avoid default on any material third-party obligations:~~Profit

~~· We~~The ~~continue~~cost toof ~~employ~~revenue ~~“on~~for ~~demand”~~the ~~procurement~~twelve months ~~processes~~ended ~~for~~March ~~travel~~31, ~~products~~2019 ~~that~~was we$376,207 ~~sell~~compared to ~~our~~$260,769 ~~customers~~for the year ended March 31, 2018. WeThe ~~also~~cost ~~continue~~of revenue represents fees charged by our ~~attempts~~suppliers and fees paid to ~~collect~~agent. ~~customer~~The ~~payments~~cost ~~promptly~~of ~~based~~revenue onincreased ~~their~~by ~~payment~~$115,438 ~~terms~~or 44.27% for the year ended March 31, ~~which~~2019 ~~has~~compared ~~helped~~to usfiscal ~~manage~~year ~~our~~ending ~~working~~March ~~capital~~31, ~~needs~~2018. This increase in cost of revenue primarily from increased volume in sales of money transfer services.

~~· We~~Gross ~~raised~~profit ~~$150,000~~from innet revenues for the ~~first~~fiscal ~~quarter~~year ofended ~~fiscal~~March ~~2017~~31, ~~pursuant~~2019 towas ~~the~~$95,845 ~~Company’s~~or ~~issuance~~20.30% of anet ~~convertible~~revenue ~~note~~compared to $89,049 or 25.46 ~~The~~% ~~note~~of ~~had~~net arevenue ~~three-~~for the fiscal year ~~term~~ended ~~and~~March ~~accrued~~31, ~~interest~~2018. atOur gross profit increased by $6,796 or 7.63% for the ~~rate~~year ofended ~~six~~March ~~percent~~31, ~~payable~~2019 atcompared ~~maturity~~to fiscal year ending March 31, 2018. ~~The~~Our ~~principal~~net ~~amount~~revenue ofincreased by $122,234 for the ~~note~~fiscal ~~was~~year ~~convertible~~ended ~~into~~March ~~shares~~31, of2019. ~~the~~However, ~~Company’s~~our ~~common~~gross profit ~~stock~~margins atpercentage ~~the~~to ~~noteholder’s~~net ~~option~~revenue atdeclined ~~maturity.~~primarily ~~This~~due ~~note~~to ~~was~~lower ~~converted~~margin ~~into~~from ~~3,924,088~~our ~~shares~~money oftransfer ~~common~~services ~~stock~~which onis ~~July~~approximately 5 15% ~~and~~for 16the fiscal year ended March 31, ~~2017~~2019.

· We issued a convertible note to Takniki Communications, an affiliate owned by Sachin Mandloi, our Vice President and a director, totaling $695,000 in the third quarter of fiscal 2017. This note was issued pursuant to a Software Development Agreement dated September 23, 2016 between Takniki Communications and the Company to finance the upgrade of our Travelcord operating software. The note has a three-year term and bears interest at the rate of ten percent payable at maturity. The principal amount of this note is convertible into shares of the Company’s common stock at the noteholder’s option at maturity.26

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

~~· We sold $547~~Selling,~~000~~ ofGeneral ~~the Company’s common stock during the first quarter of fiscal 2018~~ and ~~another $551,000 during the second quarter of fiscal 2018.~~Administration Expenses

· Total selling, general and administration expenses for the fiscal ended March 31, 2019 were $1,236,182 compared to $1,974,733 for the fiscal year ended March 31, 2018. The Company’s ~~common~~has spent $150,733 in legal and consulting expenses for the year ending March 31, 2019. In addition, we had approximately $205,780 in stock iscompensation ~~now~~consulting ~~quoted~~expenses onin the ~~OTCQB~~fiscal ~~Market~~year ending March 31, 2019. The Company has begun the investment in a new sales and marketing initiative.

~~There~~The ~~are~~Company nohave ~~assurances~~developed ~~that~~our ~~these~~internet-based platform ~~steps~~(“Travelcord”) ~~will~~using ~~generate~~multiple ~~sufficient~~systems ~~cash~~platforms ~~flow~~with ~~from~~an ~~operations~~emphasis orto ~~that~~scale weour ~~will~~distribution beand ~~able~~agent tonetwork by ~~obtain~~integrated ~~sufficient~~other ~~financing~~software ~~necessary~~platforms, toapplications ~~support~~and ~~our~~database ~~working~~systems ~~capital~~into ~~requirements~~Travelcord. We ~~can~~designed ~~also~~these ~~give~~internal noplatforms to ~~assurance~~include open application protocol interfaces that ~~additional~~can ~~capital~~provide ~~financing~~connectivity ~~will~~to beour ~~available,~~travel orservices ifsuppliers ~~available~~such Airlines, ~~will~~travel service beaggregators onand ~~terms~~other ~~acceptable~~suppliers. toWe usamortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. The Ifcost ~~adequate~~of ~~working~~intangible ~~capital~~assets is ~~not~~generally ~~available~~amortized on a straight-line basis over the asset’s estimated economic life, weexcept that individually significant customer-related intangible assets are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be ~~able~~recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to ~~continue~~fair ~~our~~value ~~operations~~based on either discounted cash flows or ~~execute~~appraised ~~our~~values. Intangible assets ~~business~~with ~~plan~~indefinite lives are tested annually for impairment and written down to fair value as required.

~~OFF~~We ~~BALANCE~~determined ~~SHEET~~that ~~ARRANGEMENTS~~certain intangible assets, primarily technology were impaired. Therefore, included within amortization expense for the twelve months ended March 31, 2018, was a $696,949 non-cash impairment charge recorded. This charge was recorded within the caption "Selling, general and administrative expense" caption in our Consolidated Statements of Operations and Comprehensive Loss. The Company has no impairment charges for fiscal year ended March 31, 2019.

AsWe also provide sales and support by telephone or via e-mail. For purposes of ~~March~~operational 31flexibility, ~~2018,~~ we ~~had~~use noan ~~off~~in-~~balance~~house ~~sheet~~call ~~arrangements~~center. Our call centers are in India. We invested significantly in our call center technologies, with the goal of improving customer experience and increasing the efficiency of our call center agents and have plans to continue reaping the benefits of these investments going forward. Cost of running and utilizing call center infrastructure and staff is included in our selling, general and administration expenses.

~~OPERATING~~LIQUIDITY ~~METRICS~~AND CAPITAL RESOURCES

InThe ~~evaluating~~ability ~~our~~to ~~business,~~continue weas ~~use~~a ~~operating~~going concern ~~metrics,~~is ~~including~~dependent ~~gross~~upon ~~bookings~~the Company generating profitable operations in the future and/or ~~revenue~~obtaining ~~margin.~~the ~~Gross~~necessary ~~bookings~~financing isto meet aits ~~measure~~obligations ofand ~~total~~repay ~~dollar~~its ~~volume~~liabilities ofarising ~~transactions~~from ~~that~~normal webusiness ~~process.~~operations ~~This~~when ~~metric~~they iscome andue. Management intends to finance operating ~~metric~~costs ~~used~~over bythe ~~management,~~next twelve months from the ~~investor~~date ~~community~~of the issuance of these consolidated financial statements with existing cash on hand, cash flow from operations and ~~analysts~~short-term ~~who~~debt ~~follow~~from the ~~travel~~factoring ~~industry~~of toreceivables. ~~measure~~Management ~~our~~believes the ~~market~~Company ~~share~~will ~~and~~only need to ~~measure~~raise ~~our~~additional ~~scale~~capital for acquisitions, sales initiatives and ~~growth~~unexpected decreases in operating cashflow. WeIf ~~calculate~~the ~~revenue~~Company ~~margin~~must asraise ~~revenue~~capital, asthere ais, ~~percentage~~however, no assurance that the Company will be able to raise any additional capital through any type of ~~gross~~offering ~~bookings~~on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

	Twelve Months Ended March 31
	2018	2017
Gross Bookings1	$29,240,498	$13,374,314
Revenue Margin2	1.3%	4.3%

As of March 31, 2019, we had $1,230,012 in cash and cash equivalents, compared to $1,155,367 as of March 31, 2018. This $74,645 increase in cash is a result of common stock sales of $700,000 during fiscal 2019 offset by operating losses generated during the year ended March 31, 2019. As of March 31, 2019, we have total stockholders’ deficit of $1,078,970 compared to a deficit of $741,656 as of March 31, 2018. Our stockholders’ deficit is result of our operating losses offset by our common stock sales.

~~1Gross~~Cash ~~bookings~~Flows: The ~~represent~~following table ~~the~~is ~~total~~a ~~retail~~summary ~~value~~ of ~~transactions~~our ~~booked~~Consolidated ~~through~~Statements ~~us,~~of ~~generally~~Cash ~~including taxes, fees and other charges, and are generally reduced for cancellations and refunds.~~Flows:

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

	Twelve Months Ended
	March 31,			March 31,
	2019			2018
Cash Provided by (Used in):
Operating Activities	$	(637,991	)	$	(459,174	)
Investing Activities		(250,428	)		(7,971	)
Financing Activities		950,000			1,098,000

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Operating Activities: The net ~~increase~~cash used in ~~gross~~operating ~~bookings~~activities isfor ~~driven~~the byfiscal ~~increases~~year inending ~~vacation~~March ~~packages and incentives~~31, ~~fees,~~2019 ~~penalty income,~~ and ~~surcharges~~2018 aswas we$637,991 ~~increase our agent network~~ and ~~expand~~$459,174 ~~our geographic reach~~respectively. ~~Revenue~~ The ~~margin~~year-over-year ~~decreased~~increase in ~~the~~cash ~~twelve~~used ~~months ended March 31, 2018 to 1.3% from 4.3%~~ in ~~the~~operations ~~prior year. While gross bookings have increased, this decrease~~ is primarily driven by ~~margins~~current ~~generated~~year bylosses ~~lower~~and ~~margin~~changes ~~offerings~~ in ~~air,~~current ~~bus,~~operating assets and ~~rail ticketing and hotel booking outpacing margins from our higher margin product offerings including vacation packages and payment services~~liabilities.

Investing Activities: During the ~~CRITICAL~~twelve ~~ACCOUNTING~~months ~~POLICIES~~ended ~~AND~~March ~~ESTIMATES~~31, 2019 cash used in investing activities was $250,428 compared to a cash use from investing activities of $7,971 in the prior year. Primarily this was due to deposit of $250,000 in year 2019 for a pending acquisition.

InFinancing ~~preparing~~Activities: Net cash ~~our~~flows ~~financial~~provided ~~statements,~~by wefinancing ~~make~~activities ~~estimates,~~for ~~assumptions~~the ~~and~~fiscal ~~judgments~~year ~~that~~ended ~~can~~March ~~have a significant impact on revenue~~31, ~~income~~2019 ~~(loss) from operations~~ and ~~net~~2018 ~~income~~was ~~(loss)~~$950,000 ~~as well as the value of certain assets~~ and ~~liabilities~~$1,098,000 ~~on our balance sheet~~respectively. The Company ~~application~~had ofissued ~~our~~common ~~critical~~stock ~~accounting policies requires an evaluation of a number of complex criteria~~ and ~~significant~~received ~~accounting~~approximately ~~judgments~~$700,000 ~~by us. Our management bases its estimates on historical experience~~ and on$1,098,000 ~~various~~respectively ~~other~~in ~~assumptions~~fiscal ~~that~~year ~~are~~ending ~~believed~~March ~~to be reasonable under the circumstances~~31, 2019 ~~the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities. We~~2018 ~~evaluate~~with ~~our~~no ~~estimates~~material ~~on a regular basis and make changes accordingly~~fees. ~~Actual~~ ~~results~~The ~~may~~Company ~~materially~~has ~~differ~~received ~~from these estimates under different assumptions or conditions. If actual results were to materially differ from these estimates~~$250,000 ~~the~~for ~~resulting~~convertible ~~changes~~notes ~~could~~in ~~have a material adverse effect on our financial condition~~2019.

~~Our~~We ~~critical~~presently ~~accounting~~do ~~polices~~not ~~include~~have a senior credit or revolving credit facility and do not expect to obtain one in the foreseeable future. We will require additional capital to continue to fund our operations and will look to raise funds through public and private offerings of our securities. We estimate that we will require approximately $5.0 million and $8.0 million in the next 12 and 24 months, respectively to support our continued operations and growth of the business. To address the future additional funding requirements of the consolidated entity, since March 31, 2019, the directors have undertaken the following initiatives:

~~Change~~· inWe ~~Control~~continue ~~Transaction~~to ~~and~~employ ~~Reverse~~“on ~~Recapitalization~~demand” procurement processes for travel products that we sell to our customers. We also continue our attempts to collect customer payments promptly based on their payment terms, which has helped us manage our working capital needs.

· The ~~audited~~ consolidated ~~financial~~entity ~~statements~~has ~~include~~successfully ~~the~~negotiated ~~financial~~a ~~statements~~twelve-month extension of ~~the~~this ~~Company~~maturity ~~and~~date ~~Sunalpha,~~of ~~our wholly owned operating subsidiary. All significant related party accounts and transactions between~~ the ~~Company~~convertible ~~and Sunalpha have been eliminated upon consolidation~~notes.

~~The~~· ~~Company~~Entered ~~was~~discussions ~~formed~~to bysecure ~~two~~additional ~~transactions,~~equity ~~the~~funding ~~first~~from ~~being~~current a change in control transaction on December 8, 2015, whereby Arna Global LLC (“Arna”), which is wholly owned by our president and director, Deepak Sharma, received 71,428,570 shares of our common stock, or ~~93%~~new ~~of the then-outstanding shares, for cash consideration of $95,500 pursuant to the Stock Purchase Agreement among us, Arna, and Maxim Kelyfos, LLC dated December 8, 2015~~shareholders.

In· ~~the~~Undertaken ~~second~~a ~~transaction,~~program ~~completed~~to oncontinue ~~December~~to ~~14,~~monitor ~~2015, we acquired substantially all of~~ the ~~outstanding~~consolidated shares of Sunalpha, which was incorporated under the laws of the Republic of India in November 2010. Sunalpha is the acquirer for financial reporting purposes, and TripBorn is the acquired company. Consequently, the assets, liabilities and results of operations that are reflected in the Companyentity’s ~~consolidated~~ongoing ~~financial~~working ~~statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis~~capital. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing date of the transaction.

~~Revenue~~· ~~Recognition~~Management also considered the impact of maturity and conversion into shares of convertible debt.

WeThere ~~recognize~~are ~~revenue~~no inassurances ~~accordance~~that ~~with~~these steps ~~the~~will ~~Financial~~generate ~~Accounting~~enough ~~Standards~~cash ~~Board~~flow ~~Accounting~~from ~~Standards~~operations ~~Codification 605~~or ~~(“FASB~~that ~~ASC”~~we ~~605).~~will ~~Revenue~~be isable ~~recognized~~to ~~where~~obtain ~~there~~sufficient isfinancing anecessary ~~persuasive~~to ~~evidence~~support our ofworking ancapital ~~arrangement~~requirements. inThe ~~respect~~Company ofexhausted ~~services~~a tomajority beof ~~provided,~~its ~~where~~cash ~~such~~balances ~~services~~that ~~have~~existed ~~been~~at ~~rendered,~~year-end ~~and~~for the ~~fee~~acquisition of isPRAMA ~~determinable~~as ~~and~~discussed ~~collectability is reasonably assured~~above. We ~~recognize~~can ~~revenue~~give onno aassurance ~~gross~~that oradditional ~~net~~capital ~~basis~~financing ~~depending~~will ~~upon~~be ~~the~~available, ~~underlying~~or ~~relationship~~if ~~with~~available, ~~our~~will be ~~suppliers~~on ~~for~~terms ~~particular~~acceptable ~~transactions~~to us. WeIf ~~derive~~adequate ~~our~~working ~~revenue~~capital ~~primarily~~is ~~from~~not ~~air ticketing~~available, ~~rail~~we ~~ticketing,~~may ~~bus~~not ~~ticketing,~~be ~~hotels~~able ~~and~~to ~~vacation~~continue ~~packages,~~our ~~online~~operations ~~payment~~or ~~services~~execute our ~~and~~business ~~commissions fees and penalties~~plan.

~~Air~~OFF ~~Ticketing.~~BALANCE ~~Revenue~~SHEET from the sale of airline tickets is recognized as an agent on a net commission earned basis, when we do not assume any performance obligation following the confirmation of the issuance of an airline ticket to the customer. In instances where we have procured coupons of airline tickets in advance for an anticipated future demand from customers, and assumed the risk of loss for tickets not used, the income from the sale of such airline tickets is accounted for on the gross basis.ARRANGEMENTS

~~Incentives~~The ~~from~~Company ~~airlines~~has no off-balance sheet arrangements that have or are ~~recognized~~reasonably ~~when~~likely ~~the~~to ~~performance~~have ~~obligations~~a ~~under~~current ~~the~~or ~~incentive~~future ~~programs~~effect ~~are~~on ~~achieved~~its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~Hotels. Revenue~~CRITICAL ~~from~~ACCOUNTING ~~hotel~~POLICIES ~~reservations,~~AND including commissions earned, is recognized on a net basis as an agent, on the date of check-in, when we do not assume any performance obligation following the issuance of a hotel confirmation voucher to the customer. Where we have pre-booked the hotel room for an anticipated future demand from the customer and assumed the risk for not using the available hotel room nights at our disposal, revenue from the sale of such hotel room nights is accounted for on the gross basis.ESTIMATES

26The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to bad debts, intangible assets, and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

~~Table~~We have identified below the accounting policies, related to what we believe are most critical to our business operations and are discussed throughout Management’s Discussion and Analysis of ~~Contents~~Financial Condition or Plan of Operation where such policies affect our reported and expected financial results.

~~Performance~~Revenue ~~linked incentives from hotels are recognized as revenue on achievement of performance obligations.~~Recognition

~~Vacation~~In ~~Packages.~~ May 2014, the FASB issued ASU 2014-09, Revenue from ~~vacation~~Contracts ~~packages,~~with ~~including~~Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue onrecognition guidance ~~airline~~under ~~tickets~~GAAP. ~~sold~~The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers asin aan ~~part~~amount ofthat ~~vacation~~reflects ~~packages,~~the consideration that is ~~accounted~~expected to be received for onthose ~~the~~goods ~~gross~~or ~~basis~~services. asTopic we606 ~~are~~defines a ~~determined~~five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the ~~primary~~revenue ~~obligor~~recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the ~~arrangement~~amount ~~i.e.,~~of variable consideration to include in the ~~risks~~transaction price and ~~responsibilities~~allocating ~~are~~the ~~taken~~transaction price byto useach separate performance obligation, ~~including~~among ~~the~~others. ~~responsibility~~Topic ~~for~~606 ~~delivery~~also provides guidance on the recognition of ~~services~~costs related to obtaining customer contracts.

Rail Ticketing. Revenue from rail ticket reservations is recognized as an agent on a net commission earned basis, as we do not assume any performance obligation following the confirmation of the issuance of the ticket to the customer. We also earn one time agent sign-up fees from the railway agent at the time of agent enrollment. In the event of cancellation of rail tickets, the revenue we recognized is reversed, while fees charged to our customers for booking railway tickets are not reversed as part of the cancellation.28

~~Other~~Table Revenue. Revenue from other sources, primarily comprising revenue from bus tickets reservations, visa processing, and pre-and post-paid expenses are recognized as the services are being performed. Revenue from bus ticket reservations is recognized as an agent on a net commission earned basis, as we do not assume any performance obligation following the confirmation of ~~the issuance of the ticket to the customer.~~Contents

~~Revenue~~Topic is606 ~~recognized~~was ~~net~~effective as of ~~cancellations,~~April ~~refunds~~1, 2018, ~~discounts~~for ~~and taxes. In~~ the ~~event~~Company, ofusing ~~cancellation~~either of ~~tickets,~~two ~~revenue~~methods: ~~recognized~~(1) ~~with~~retrospective ~~respect~~application toof ~~gross~~Topic ~~amounts~~606 ~~earned~~to byeach usprior onreporting ~~such~~period ~~tickets is reversed, and we recognize a liability~~ presented with ~~respect to~~ the ~~refund~~option ~~due~~ to ~~our~~elect ~~customers,~~certain ~~net~~practical ofexpedients ~~penalties, if any. Airlines may charge penalties for cancellations. We recognize penalties we collect from our customers~~ as ~~income,~~defined ~~and~~within ~~recognize~~Topic ~~penalties~~606 ~~paid~~or to(2) ~~the~~retrospective ~~airlines~~application orof ~~suppliers~~Topic as606 with ~~expenses at~~ the ~~time~~cumulative effect of ~~cancellation.~~initially Inapplying ~~addition,~~Topic a606 ~~liability is~~ recognized inat ~~respect of~~ the ~~refund~~date ~~due~~of toinitial ~~our~~application ~~customers~~and ~~for~~providing ~~the~~certain additional ~~gross~~disclosures ~~amount~~as ~~charged~~defined toper ~~such~~Topic ~~customers net of cancellation fees~~606. ~~Revenue~~We ~~generally~~adopted isTopic ~~recognized~~606 ~~(1)~~pursuant onto the ~~date~~method ~~of departure for vacation packages,~~ (2) ~~on the date of booking for hotel reservations~~ and ~~(3)~~we ondetermined ~~the~~that ~~date~~any ofcumulative effect ~~ticket issuance~~ for the ~~sale~~initial ofapplication ~~airline~~did ~~tickets. Cancellations, if any, do~~ not ~~impact~~require ~~revenue~~an ~~recognition~~adjustment ~~since~~to ~~revenue~~accumulated isdeficit ~~recognized~~at ~~upon~~April ~~availment~~1, ~~of services by the customer~~2018.

~~Cost~~For revenue recognition arrangements that we determine are within the scope of ~~Revenue~~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.

~~Cost~~Air ofTicketing. ~~revenue~~Revenue from ~~primarily~~airline ~~consists~~tickets ofis ~~costs~~recognized ~~paid~~on tonet ~~hotel~~commission basis which includes our nonrefundable surcharges and ~~vacation~~fees ~~package~~to ~~suppliers~~our ~~for~~service agents. ~~the~~For ~~acquisition~~certain ofairline ~~relevant~~transactions, ~~services~~we ~~and~~also ~~products~~receive ~~for~~fees ~~sale~~from toglobal ~~customers,~~distribution ~~and~~systems partners ~~includes~~that control the ~~procurement~~computer ~~cost~~systems ofthrough ~~hotel~~which ~~rooms~~these ~~and~~reservations ~~other~~are ~~services~~booked.

~~Cost~~Vacation ofPackages. Revenue from vacation packages, including revenue ison ~~the~~airline ~~amount~~tickets ~~paid~~sold orto ~~accrued~~customers ~~against~~as ~~procurement~~a part of ~~these~~vacation ~~services~~packages, ~~and~~is ~~products~~accounted ~~from~~for on the ~~respective~~gross ~~suppliers~~basis ~~and~~as dowe ~~not~~are ~~include~~determined ~~any~~to ~~other~~be ~~operating~~the ~~cost~~primary toobligor ~~provide~~in ~~these~~the ~~services~~arrangement ~~or products~~i.e., ~~Cost~~the ofrisks ~~revenue~~and isresponsibilities ~~recognized~~are ~~when~~taken by ~~incurred~~us, ~~which~~including ~~coincides~~the ~~with~~responsibility ~~the~~for ~~recognition~~delivery of ~~the corresponding revenue~~services.

~~Operating~~Rail ~~Expenses~~Ticketing. Revenue from rail ticket reservations is recognized on net basis which includes our nonrefundable surcharges and fees to our service agents. We recognized revenue on gross basis for railway service setup fees, which is non-refundable and collected from our service agent at the time of agent enrollment.

~~Operating~~Money ~~expenses~~Transfer. To ~~include~~our ~~costs~~service ~~such~~agent aswe ~~advertising~~provide ~~and~~system ~~business~~connectivity ~~promotion~~using ~~costs,~~our ~~utilities,~~internet ~~rent,~~platform ~~payroll~~so ~~and~~our ~~consultants~~service ~~fees~~agent can perform Money Transfer services behalf of their customers. Our internet platform facilitates connectivity between Bank and ~~charges,~~Service ~~which~~Agent. ~~are~~We recognized revenue on anthe ~~accrual~~net basis., ~~Depreciation~~we ~~and~~collect ~~amortization~~service ~~costs~~charge ~~are~~or ~~amortized~~fees ~~over~~to our service agent for performing the ~~estimated~~money ~~useful~~transfer ~~lives~~services for their customers. Performance linked incentives from Banks or suppliers are recognized upon achievement of ~~the~~performance ~~assets~~obligations and amount is billed to suppliers.

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

~~The~~In ~~preparation~~the event of ~~financial~~cancellation ~~statements~~of intickets, revenue ~~conformity~~recognized with ~~accounting~~respect ~~principles~~to ~~generally~~gross ~~accepted~~amounts inearned ~~the~~by ~~United~~us ~~States~~on ~~requires~~such ~~management~~tickets tois ~~make~~reversed, ~~estimates~~ and ~~assumptions~~we ~~that~~recognize ~~affect~~a liability with respect to the ~~amounts~~refund ~~reported~~due into ~~the~~our ~~financial~~customers, ~~statements~~net ~~and~~of ~~footnotes~~penalties, ~~thereto~~if any. ~~Actual~~Airlines ~~results~~may ~~could~~charge ~~differ~~penalties ~~significantly~~for ~~from~~cancellations. ~~those~~We ~~estimates.~~recognize ~~The~~penalties we ~~estimates~~collect ~~underlying~~from ~~the~~our ~~Company’s~~customers ~~financial~~as ~~statements~~income, ~~relate~~and recognize penalties paid to ~~accruals~~the ~~for~~airlines ~~travel~~or ~~transactions,~~suppliers ~~valuation~~as expenses at the time of ~~accounts~~cancellation. In ~~receivable~~addition, ~~useful~~a ~~life~~liability is recognized in respect of ~~long-lived~~the ~~assets~~refund ~~and~~due ~~income~~to ~~taxes~~our customers for the gross amount charged to such customers net of cancellation fees.

~~Receivables~~Cost ~~and~~of ~~Credit Policies~~Revenue

~~Accounts~~Cost ~~receivable~~of ~~are~~revenue ~~uncollateralized~~is ~~customer~~the ~~obligations~~amount ~~due~~paid or ~~under~~accrued ~~normal~~against ~~trade~~procurement ~~terms~~of ~~which~~these ~~generally~~services ~~range~~and ~~from~~products ~~one to ten days~~ from the ~~time~~respective suppliers and ~~date~~do ofnot ~~transaction.~~include ~~Accounts~~any ~~receivable~~other ~~are~~operating cost ~~stated at the amount billed~~ to ~~the~~provide ~~customer.~~these ~~Customer~~services ~~account~~or ~~balances with invoices exceeding credit terms are considered delinquent~~products. ~~Payments~~Cost of ~~accounts~~revenue ~~receivable~~is ~~are~~recognized ~~allocated~~when toincurred, ~~specific~~which ~~invoices~~coincides ~~identified~~with on the ~~customer’s~~recognition ~~remittance advice or, if unspecified, are applied to~~ of the ~~earliest~~corresponding ~~unpaid invoices~~revenue.

~~Intangible~~Use ~~Assets~~of Estimates

~~Intangible~~ The ~~assets~~preparation of financial statements in conformity with ~~indefinite~~accounting ~~useful~~principles ~~lives~~generally ~~are~~accepted ~~tested~~in ~~for~~the ~~impairment~~United atStates ~~least~~requires ~~annually.~~management ~~Intangible~~to ~~assets~~make estimates and assumptions that ~~have~~affect ~~limited~~the ~~useful~~amounts ~~lives~~reported ~~are~~in ~~amortized~~the onfinancial astatements ~~straight~~and ~~line~~footnotes ~~basis~~thereto. ~~over~~Actual results could differ significantly from those estimates. The estimates underlying the ~~shorter~~Company’s financial statements relate to accruals for travel transactions, valuation of ~~their~~accounts receivable, useful orlife ~~legal~~of ~~lives~~long-lived assets and income taxes.

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~~Property~~Accounts Receivables and ~~Equipment~~Credit Policies

~~Property~~Accounts ~~and~~receivable ~~equipment~~ are stated at ~~cost~~the amount’s ~~less~~management ~~accumulated~~expects ~~depreciation~~to collect. ~~Depreciation~~An ofallowance ~~property~~for ~~and~~doubtful ~~equipment~~accounts is ~~computed~~recorded, onas a ~~straight-line~~charge ~~basis~~to ~~over~~bad ~~the~~debt ~~estimated~~expense, where ~~useful~~collection ~~lives~~is ofconsidered ~~the~~to ~~assets~~be doubtful due to credit issues. ~~The~~These allowances together reflect the Company's ~~charges~~estimate ~~repairs~~of potential losses inherent in accounts receivable balances, based on historical loss and ~~maintenance~~known ~~costs~~factors impacting its customers. Management has determined that dotheir ~~not~~allowance ~~extend~~of $ 58,507 for the ~~lives~~fiscal ofyear ended March 31, 2019. There was no bad debt allowance for the ~~assets~~fiscal toyear ~~expenses~~ended asMarch ~~incurred~~31, 2018. The Company does not accrue interest on past due receivables.

~~Foreign~~The ~~Currency~~Company ~~Translation~~performs periodic analysis of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to be adjusted based on currently available evidence such as historical collection experience, current economic trends and changes in customer payment terms. In accordance with the Company’s policy, if collection efforts have been pursued and all reasonable and contractually available avenues for collections exhausted, accounts receivable would be written off as uncollectible. The Company does use estimate to use a general reserve methodology when estimating the level of allowance for doubtful accounts because the Company believes, due to the unique circumstances of each customer and a limited number of customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts.

~~The~~Intangible 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 830-10, 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).

~~Recently~~Intangible ~~Issued~~assets ~~Accounting~~with ~~Pronouncements~~indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives.

InImpairment ~~the normal course~~ of ~~business,~~Long-lived management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board to determine the potential impact they may have on our consolidated financial statements. For a discussion of the newly issued accounting pronouncements see “Recently Issued Accounting Pronouncements” under Note 1 to the Consolidated Financial Statements included in Item 8 of Part II of this report. Assets

~~Item~~The ~~7A. Quantitative~~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 ~~Qualitative~~the estimated ~~Disclosures~~undiscounted ~~about~~cash ~~Market~~flows ~~Risk~~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.

~~Not~~Property ~~applicable.~~and Equipment

28Property 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.

~~Table~~Foreign ofCurrency ~~Contents~~Translation

~~Item~~The 8Company translates the foreign currency financial statements into U. ~~Financial~~S. ~~Statements~~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 ~~Supplementary~~liabilities ~~Data~~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).

~~INDEX~~Recent TOAccounting ~~CONSOLIDATED FINANCIAL STATEMENTS~~Pronouncements

TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, 2018 and 2017
Report of Independent Registered Public Accounting Firm	30
Balance Sheets	31
Statements of Comprehensive Income (Loss)	32
Statements of Stockholders’ Equity	33
Statements of Cash Flows	34
Notes to Financial Statements	35

New Accounting Pronouncements Recently Adopted

29We adopted Revenue Recognition April 1, 2018 - Revenue from Contracts with Customers (ASU 2014-09) and its effective as of year ended March 31, 2019, which amends the guidance in former ASC 605, Revenue Recognition and found no impact on the revenue recognition. We have adopted ASC 2014-09 accounting pronouncement.

~~Table~~In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of ~~Contents~~the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2019, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively.

~~REPORT~~New OFAccounting ~~INDEPENDENT~~Pronouncements ~~REGISTERED~~Not ~~PUBLIC~~Yet ~~ACCOUNTING FIRM~~Adopted

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

~~Tripborn, Inc.:~~30

WeTable ~~have audited the accompanying consolidated balance sheets~~ of Tripborn, Inc. (the “Company”) as of March 31, 2018 and 2017 and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.Contents

WeIn ~~conducted~~October ~~our~~2016, ~~audits in accordance with~~ the ~~standards~~FASB ofissued ~~the~~ASU ~~Public~~No. ~~Company~~2016-16, ~~Accounting~~“Income Taxes ~~Oversight Board~~ (~~United~~Topic ~~States~~740)~~. Those~~: ~~standards~~Intra-Entity ~~require~~Transfer ~~that~~of weAssets ~~plan~~Other ~~and~~than ~~perform~~Inventory”, ~~the~~which ~~audit~~requires tothe ~~obtain~~recognition ~~reasonable~~of ~~assurance about whether~~ the ~~consolidated~~income ~~financial~~tax consequences ~~statements are free~~ of ~~material~~an ~~misstatement. The~~intra-entity ~~Company~~transfer isof ~~not~~an ~~required to have~~asset, ~~nor~~other ~~were~~than ~~we engaged to perform~~inventory, anwhen ~~audit~~the oftransfer ~~its internal control over financial reporting~~occurs. ~~Our~~ ~~audits~~For ~~included~~public ~~consideration~~business ofentities, the ~~internal~~amendments ~~control~~in ~~over~~this ~~financial~~ASU ~~reporting~~are aseffective ~~a basis~~ for ~~designing~~annual ~~audit~~reporting ~~procedures~~periods ~~that~~beginning ~~are~~after ~~appropriate~~December in15, ~~the circumstances~~2017, ~~but~~including ~~not~~interim ~~for~~reporting periods ~~the~~within ~~purpose~~those ofannual ~~expressing~~reporting anperiods. ~~opinion~~Early onadoption ~~the~~is ~~effectiveness of the Company’s internal control over financial reporting~~permitted. ~~Accordingly,~~ weThe ~~express~~amendments noin ~~such~~this ~~opinion. An~~ASU ~~audit~~should ~~includes~~be ~~examining,~~adopted on a ~~test~~modified retrospective basis~~, evidence supporting the amounts and disclosures in the financial statements~~. An ~~audit~~The ~~also~~Company ~~includes~~does ~~assessing~~not ~~the~~expect ~~accounting~~that ~~principles~~adoption ~~used~~of ~~and~~this ~~significant~~guidance ~~estimates~~will ~~made~~have bya ~~management,~~material asimpact ~~well~~on asits ~~evaluating the overall~~ consolidated financial ~~statement~~statements ~~presentation. We~~and ~~believe~~related ~~that our audits provide a reasonable basis for our opinion~~disclosures.

In ~~our~~October ~~opinion~~2016, the ~~consolidated~~FASB ~~financial~~issued ~~statements~~ASU ~~referred~~No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to ~~above~~evaluate ~~present~~whether ~~fairly,~~they should consolidate a variable interest entity in ~~all~~certain ~~material~~situations involving ~~respects~~entities under common control. Specifically, the ~~financial~~amendments ~~position~~change the evaluation of ~~the~~whether ~~Company~~a asreporting entity is the primary beneficiary of ~~March~~a ~~31,~~variable ~~2018~~interest ~~and~~entity ~~2017~~by ~~the~~changing ~~results~~how a reporting entity that is a single decision maker of ~~its~~a ~~operations~~variable interest ~~and~~entity ~~its~~treats ~~cash~~indirect ~~flows~~interests ~~for~~in the ~~years~~entity ~~then~~held ~~ended,~~through inrelated ~~conformity~~parties ~~with~~that ~~accounting~~are ~~principles~~under ~~generally~~common ~~accepted~~control inwith the ~~United~~reporting entity. ~~States~~As of ~~America~~fiscal year, ending March 31, 2019 and 2018 we have no variable interest entity under common control with the reporting entity.

~~/s/~~In ~~Ram~~January ~~Associates~~2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2019. Early adoption is permitted.

~~Ram~~In ~~Associates~~January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

~~Hamilton~~In June 2018, NJthe FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2020, although early adoption is permitted. Management believes the effect on the consolidated financial statements will not be material.

~~June~~No ~~29,~~other ~~2018~~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.

30Item 7A. Quantitative and Qualitative Disclosures about Market Risk

~~Table~~As ofa ~~Contents~~“smaller reporting company”, the Company is not required to provide the information required by this Item.

~~TRIPBORN,~~Item ~~INC~~8. Financial Statements and Supplementary Data

~~Consolidated Balance Sheets~~31

~~March~~Table ~~31,~~of Contents

~~Assets~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		2018			2017
TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, 2019 and 2018	Page
Current assets
Report of Independent Registered Public Accounting Firm	33
Cash and cash equivalents		$	1,148,741		$	516,707
Report of Independent Registered Public Accounting Firm	34
Accounts receivable			172,625			289,089
Consolidated Balance Sheets	35
Other current assets			334,961			294,203
Consolidated Statements of Operation and Comprehensive income	36
Total current assets			1,656,327			1,099,999
Consolidated Statements of Stockholders’ Deficit	37
Property and equipment, net			12,159			13,236
Consolidated Statements of Cash Flows	38
Intangible assets, net			1,189,499			1,563,222
Notes to Consolidated Financial Statements	39
Deferred tax assets			348,098			226,331
Total Assets		$	3,206,083		$	2,902,788
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable		$	390,201		$	175,748
Other current liabilities			520,412			460,314
Total current liabilities			910,613			636,062
Long-term liabilities
Convertible notes			1,840,668			2,355,120
Total current and long-term liabilities			2,751,281			2,991,182
Stockholders' equity (deficit)
Preferred stock, par value $0.0001; 10,000,000 authorized			—			—
Common stock, par value $0.0001; 200,000,000 authorized
95,711,874 and 78,971,581 shares issued and outstanding as of
March 31, 2018 and March 31, 2017 respectively.			9,572			7,898
Additional paid-in capital			2,321,818			725,492
Accumulated other comprehensive income (loss)			15,656			6,732
Retained earnings/(deficit)			(1,892,244	)		(828,516	)
Total stockholders' equity (defecit)			454,802			(88,394	)
Total liabilities and stockholders' equity		$	3,206,083		$	2,902,788

~~See accompanying notes to consolidated financial statements.~~32

31Table of Contents

~~Table~~REPORT ofOF ~~Contents~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~TRIPBORN,~~To ~~INC~~the Board of Directors and Stockholders of TripBorn Inc.

~~Consolidated~~Opinion ~~Statements~~on ofthe ~~Comprehensive~~Financial ~~Income (Loss)~~Statements

~~Years~~We ~~Ended~~have audited the accompanying consolidated balance sheet of TripBorn, Inc. and Subsidiary (the “Company”) as of March 31, 2019, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended March 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of its operations and its cash flows for year ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

	2018			2017
Net revenue	$	367,354		$	569,843
Cost of revenue		46,547			293,841
Gross profit		320,807			276,002
Operating expenses
Selling, general and administration expenses		764,871			490,829
Legal and consulting expenses		191,391			246,440
Income (loss) from operations		(635,455	)		(461,267	)
Other income (expenses)
Depreciation and amortization		(383,513	)		(226,526	)
Interest income		522
Interest expense		(174,899	)		(162,163	)
Total other income (expense)		(557,890	)		(388,689	)
Income (loss) before income tax expense		(1,193,345	)		(849,956	)
Income tax benefit		129,617			167,032
Net income (loss)		(1,063,728	)		(682,924	)
Other comprehensive income (loss):
Unrealized foreign currency translation income/(loss)		8,924			(2,978	)
Net comprehensive income/(loss) for the period	$	(1,054,804	)	$	(685,902	)
Basic income (loss) per share	$	(0.01	)	$	(0.01	)
Diluted income (loss) per share	$	(0.01	)	$	(0.01	)
Basic weighted average number of shares		91,287,934			77,286,488
Diluted weighted average number of shares		91,287,934			77,286,488

The Company’s Ability to Continue as a Going Concern

~~See~~The accompanying ~~notes~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to ~~consolidated~~the financial statements, the Company has an accumulated deficit of $4,355,630 and suffered recurring losses from operations and has a net working capital deficiency as of March 31, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters also are described in Note 2. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. If the company is unable to successfully raise additional capital to satisfy their obligations, there could be a material adverse effect on the company.

32Basis for Opinion

~~Table~~These financial statements are the responsibility of the ~~Contents~~Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~TRIPBORN~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~INC~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Consolidated~~Our ~~Statements~~audit included performing procedures to assess the risks of ~~Stockholders'~~material ~~Equity~~misstatement ~~(Deficit)~~of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Years~~/s/ ~~Ended~~Friedman ~~March~~LLP 31We have served as the Company’s auditor since 2019. Philadelphia, ~~2018~~Pennsylvania ~~and~~September ~~2017~~12, 2019

	Common Stock
	Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income			Retained earnings/ deficit			Total stockholders’ equity/ (deficit)
Balance at March 31, 2016		76,804,914		7,681		75,708		9,710			(145,592	)		(52,493
Other comprehensive income (loss)								(2,978	)					(2,978	)
Issuance of common shares		2,166,667		217		649,784								650,001
Net income (loss)											(682,924	)		(682,924	)
Balance at March 31, 2017		78,971,581	$	7,898	$	725,492	$	6,732		$	(828,516	)	$	(88,394	)
Other comprehensive income (loss)								8,924						8,924
Issuance of common shares		3,660,001		366		1,097,634								1,098,000
Conversion of debt to common stock		13,080,292		1,308		498,692								500,000
Net income (loss)											(1,063,728	)		(1,063,728	)
Balance at March 31, 2018		95,711,874	$	9,572	$	2,321,818	$	15,656		$	(1,892,244	)	$	454,802

33Table of Contents

~~Table~~REPORT ofOF ~~Contents~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~TRIPBORN~~To the Stockholders and the Board of Directors of Tripborn, ~~INC~~Inc.

~~Consolidated~~Opinion ~~Statements~~on ofthe ~~Cash~~Financial ~~Flows~~Statements

~~Years~~We ~~Ended~~have audited the accompanying consolidated balance sheets of Tripborn, Inc. (the “Company”) as of March 31, 2018 and 2017, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the two years in the period ended March 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2018, in conformity with U.S. generally accepted accounting principles.

	2018			2017
Cash flows from operating activities
Net income (loss)	$	(1,063,728	)	$	(682,924	)
Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization		383,513			226,526
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		116,462			(171,710	)
Other current assets		(61,359	)		(221,222	)
Deferred tax asset		(121,767	)		(192,651	)
Increase (decrease) in:
Accounts payable and accrued expenses		214,453			120,004
Other current liabilities		60,098			424,561
Net cash provided by (used in) operating activities		(472,328	)		(497,416	)
Cash flows from investing activities
Purchase of property and equipment		(2,563	)		(12,130	)
Increase in intangible assets		0			(703,421	)
Net cash used in investing activities		(2,563	)		(715,551	)
Cash flows from financing activities
Increase in common stock		1,674			217
Increase in additional paid-in capital		1,096,326			649,784
Decrease in loan from shareholder		—			(23,958	)
Increase in convertible notes					854,638
Net cash provided by financing activities		1,098,000			1,480,681
Effect of exchange rates changes on cash		8,924			(2,978	)
Net change in cash		632,034			264,736
Cash
Beginning of the year		516,707			251,971
End of the year	$	1,148,739		$	516,707
Supplementary disclosure of cash flows information
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Conversion of debt to 13,0890,292 shares of common stock	$	500,000

Restatement of Previously Issued Financial Statements

~~See~~As ~~accompanying~~discussed ~~notes~~in Note 2 to the consolidated financial statements, the Company has restated its March 31, 2018 financial statements to correct misstatements.

34Basis for Opinion

~~Table~~These financial statements are the responsibility of ~~Contents~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~TRIPBORN~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~INC~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Notes~~Our audits included performing procedures to ~~Audited~~assess ~~Consolidated~~the ~~Financial~~risks ~~Statements~~of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~March~~/s/ ~~31,~~Ram ~~2018 and 2017~~Associates

1. Hamilton, ~~Organization and the Nature of Business~~NJ

~~TripBorn~~June 29, ~~Inc.~~2018, ~~(“TripBorn”~~except orfor the ~~“Company”)~~effects isof athe ~~business~~restatement discussed ~~to business online travel agency (“OTA”) that offers travel reservations and related travel services and products to travel agents~~ in ~~India~~consolidated ~~through~~financial ~~its~~statements, ~~proprietary internet-based platform at www.tripborn.com. TripBorn is a holding company that was incorporated in Delaware in January 2010 and operated~~ as ato ~~shell~~which ~~company with nominal or no assets or operations until December 2015 when it acquired substantially all of~~ the ~~outstanding~~date ~~common~~is ~~stock~~September ~~of its operating subsidiary~~06, ~~Sunalpha Green Technologies Private Limited (“Sunalpha”). The Company has selected March 31 as its fiscal year end.~~2019

~~TripBorn~~We ~~was~~have ~~known~~served as ~~PinstripesNYC, Inc. until January 2016. TripBorn filed reports as PinstripesNYC, Inc. with~~ the ~~Securities~~Company’s ~~and~~auditor ~~Exchange Commission under the Exchange Act from August 2010 until it terminated its registration under the Exchange Act in May 2013~~since 2015.

On December 14, 2015, the Company acquired all of the outstanding shares of Sunalpha, which is incorporated under the laws of the Republic of India on November 4, 2010. The transaction is being accounted for as a reverse recapitalization. Sunalpha is the acquirer for financial reporting purposes, and TripBorn is the acquired company.34

2.Table ~~Summary~~ of ~~Significant Accounting Policies~~Contents

~~Accounting~~TRIPBORN, ~~Policies~~INC. Consolidated Balance Sheets

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

Assets
	March 31,
	2019			2018
Current assets
Cash and cash equivalents	$	1,230,012		$	1,155,367
Accounts receivable net		178,492			170,434
Due from related parties		14,364			14,364
Prepaid consulting Fees		128,613			-
Deposit on pending acquisition		250,000			-
Other current assets		191,958			302,563
Total current assets		1,993,439			1,642,728

Property and equipment, net		12,247			9,896
Intangible assets, net		362,717			498,758
Other assets		48,956			48,956

Total assets	$	2,417,359		$	2,200,338


Liabilities and Stockholders' Deficit

Current liabilities
Accounts payable	$	310,130		$	360,407
Due to related parties		13,828			-
Accrued interest		27,542			21,833
Accrued interest related parties		508,531			323,983
Accrued executive compensation		425,000			250,000
Other current liabilities		123,141			135,726
Convertible notes – related parties		1,838,157			1,850,045
Total current liabilities		3,246,329			2,941,994

Long-term liabilities
Convertible note		250,000			-

Total liabilities		3,496,329			2,941,994
Commitments and Contingencies
Stockholders' equity (deficit)
Preferred stock, par value $0.0001; 10,000,000 authorized		—			—
Common stock, par value $0.0001; 200,000,000 authorized
97,190,435 and 95,711,874 shares issued and outstanding as of
March 31, 2019 and March 31, 2018 respectively.		9,720			9,572
Additional paid-in capital		3,227,451			2,321,818
Accumulated other comprehensive income		39,489			14,537
Accumulated deficit		(4,355,630	)		(3,087,583	)
Total stockholders' deficit		(1,078,970	)		(741,656	)

Total liabilities and stockholders' deficit	$	2,417,359		$	2,200,338

~~Basis~~The accompanying notes are an integral part of ~~Presentation~~these consolidated financial statements.

The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 is being accounted for as a reverse recapitalization. Sunalpha is the acquirer for financial reporting purposes, and TripBorn is the acquired company. Consequently, the assets, liabilities and results of operations that are reflected in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing of the transaction on December 14, 2015. All significant related party accounts and transactions between the Company and Sunalpha have been eliminated upon consolidation.35

~~Revenue~~Table ~~Recognition~~of Contents

~~The~~TRIPBORN, ~~Company provides travel products and services to leisure and corporate travelers in India and abroad~~INC. ~~The~~Consolidated ~~revenue~~Statements ~~from rendering these services is recognized at the time when significant risk and rewards are transferred to the customer. This is generally the case: 1) on the date~~ of ~~departure~~Operations ~~for vacation packages, 2) on the date of check in for hotel booking business~~ and 3)Comprehensive ~~on the date of issuance for the sale of airline tickets.~~Loss

Revenue from the sale of airline tickets is recognized as an agent on a net commission earned basis, when the Company does not assume any performance obligation following the confirmation of the issuance of an airline ticket to the customer. In instances where the Company has procured coupons of airline tickets in advance for an anticipated future demand from customers, and assumes the risk of loss for tickets not used, the revenue from the sale of such airline tickets is accounted for on the gross basis.

	Years Ended March 31,
	2019			2018

Net revenue	$	472,052		$	349,818

Cost of revenue		376,207			260,769

Gross profit		95,845			89,049

Selling, general and administration expenses		1,236,182			1,974,733

Loss from operations		(1,140,337	)		(1,885,684	)

Other income (expenses)
Other income		61,465			27,325
Interest income		260			522
Interest expense		(189,435	)		(174,899	)
Other income (expense)		(127,710	)		(147,052	)

Loss before income tax expense		(1,268,047	)		(2,032,736	)

Income tax expense		-			(226,331	)

Net loss		(1,268,047	)		(2,259,067	)

Other comprehensive income (loss)
Foreign currency translation adjustment		24,952			7,805
Comprehensive loss	$	(1,243,095	)	$	(2,251,262	)

Basic and diluted income (loss) per share	$	(0.01	)	$	(0.02	)

Basic and diluted weighted average number of shares		96,211,435			91,287,934

~~Incentives~~The ~~from~~accompanying ~~airlines~~notes are ~~recognized~~an integral ~~when~~part ~~the~~of ~~performance~~these ~~obligations~~consolidated ~~under~~financial ~~the incentive programs are achieved~~statements.

Revenue from hotel reservations, including commissions earned is recognized on a net basis as an agent, on the date of check-in, when the Company does not assume any performance obligation following the issuance of a hotel confirmation voucher to the customer. Where the Company has pre-booked the hotel room for an anticipated future demand from the customers and assumes the risk for not using the available hotel room nights at its disposal, revenue from the sale of such hotel room nights is accounted for on the gross basis. Performance linked incentives from hotels are recognized as income on achievement of performance obligations.36

35Table of Contents

~~Table~~TRIPBORN, INC. Consolidated Statements of ~~Contents~~Stockholders' Deficit Years Ended March 31, 2019 and 2018

Revenue from vacation packages, including income on airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as the Company is determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by the Company, including the responsibility for delivery of services.

	Common Stock
	Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income		Accumulated Deficit			Total stockholders’ equity/ (deficit)

Balance at March 31, 2017		78,971,581	$	7,898	$	725,492	$	6,732	$	(828,516	)	$	(88,394	)

Other comprehensive income								7,805					7,805

Issuance of common shares		3,660,001		366		1,097,634							1,098,000

Conversion of debt to common stock		13,080,292		1,308		498,692							500,000

Net loss										(2,259,067	)		(2,259,067	)

Balance at March 31, 2018		95,711,874	$	9,572	$	2,321,818	$	14,537	$	(3,087,583	)	$	(741,656	)

Sale of common shares and warrants		1,000,001		100		699,900							700,000

Issuance of common stock for consulting services		478,560		48		205,733							205,781

Other comprehensive income								24,952					24,952

Net loss										(1,268,047	)		(1,268,047	)

Balance at March 31, 2019		97,190,435	$	9,720	$	3,227,451	$	39,489	$	(4,355,630	)	$	(1,078,970	)

~~Revenue~~The ~~from~~accompanying ~~other~~notes ~~sources, primarily comprising revenue from rail and bus ticket reservations is recognized as the services~~ are ~~being performed. Revenue from the rail and bus ticket reservations is recognized as~~ an integral ~~agent~~part ~~on a net commission earned basis, as the Company does not assume any performance obligation following the confirmation~~ of ~~the~~these ~~issuance~~consolidated offinancial ~~the ticket to the customer~~statements.

Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of tickets, revenue recognized with respect to commissions earned by the Company on such tickets is reversed and is netted against the revenue earned during the fiscal period, at the time the cancellation is made by the customer. In addition, a liability is recognized in respect to the refund due to the customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availment of services by the customer.37

~~Cost~~Table of ~~Revenue~~Contents

~~Cost~~TRIPBORN, ofINC. ~~revenue~~Consolidated ~~primarily~~Statements ~~consists~~ of ~~costs~~Cash ~~paid~~Flows toYears ~~hotel~~Ended ~~and~~March ~~vacation package suppliers for the acquisition of relevant services and products for sale to customers and includes the procurement cost of hotel rooms and other services.~~31,

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.

	2019			2018
Cash flows from operating activities
Net loss	$	(1,268,047	)	$	(2,259,067	)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		134,118			385,797
Impairments loss		-			696,499
Stock based compensation		77,168			-
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(8,058	)		104,291
Other current assets and due from related parties		110,605			(68,912	)
Deferred tax expense		-			226,331
Accounts payable and accrued expenses		(50,277	)		184,659
Other current liabilities and due to related parties		366,500			271,228
Net cash used in operating activities		(637,991	)		(459,174	)

Cash flows from investing activities
Purchase of property and equipment		(428	)		(7,971	)
Deposit against pending acquisition		(250,000	)		-
Net cash used in investing activities		(250,428	)		(7,971	)

Cash flows from financing activities
Proceeds from issuance of common stock		700,000			1,098,000
Proceeds from issuance of convertible note		250,000			-
Net cash provided by financing activities		950,000			1,098,000

Foreign exchange change on cash		13,064			7,805

Net change in cash		74,645			638,660
					-
Cash
Beginning of the year		1,155,367			516,707
End of the year	$	1,230,012		$	1,155,367

Non-Cash Disclosure
Issuance of stock for consulting service	$	205,781			-

Supplementary disclosure of cash flows information
Cash paid during the period for:		-			-
Interest	$	-		$	-
Income taxes	$	-		$	-
Conversion of debt to shares of common stock	$	-		$	500,000

~~Operating~~The ~~Expenses~~accompanying notes are an integral part of these consolidated financial statements.

Operating expenses include costs such as advertising and business promotion costs, utilities, rent, payroll and consultants fees and charges, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.38

~~Use~~Table of ~~Estimates~~Contents

The preparation of financial statements in US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate toTRIPBORN, ~~accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes~~INC.

~~Cash~~Notes ~~and~~to ~~Cash~~Audited ~~Equivalents~~Consolidated Financial Statements

~~The~~March Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances31, ~~which~~2019 ~~may~~and ~~exceed federally insured limits. The Company does not believe that this results in any significant credit risk.~~2018

~~Sunalpha has eleven and nine accounts denominated in Indian Rupees at March 31, 2018 and 2017, respectively~~1. DESCRIPTION AsOF of March 31, 2018 and 2017, the cash balance in financial institutions in India was USD $478,254 and $116,806, respectively. The transactions are undertaken in Indian Rupees and results in foreign currency translation adjustment. The Company’s cash deposits in India are not insured against loss. The Company does not believe that this results in any significant credit risk.BUSINESS

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

~~Accounts~~Tripborn, ~~receivable~~Inc. ~~are~~(“Company”) ~~uncollateralized~~was ~~customer~~incorporated ~~obligations~~under ~~due~~the ~~under~~law ~~normal~~of ~~trade~~the state ~~terms~~of ~~which~~Delaware ~~generally~~in ~~range~~January ~~from~~2010 24office ~~hours~~is tolocated ~~seven~~at to762 ~~ten~~Perthshire ~~days~~Pl, ~~from~~Abingdon, ~~the~~MD ~~time~~21009. ~~and~~The ~~date~~Company ofprovides ~~transaction.~~Online ~~Accounts~~Travel Agency ~~receivable~~(OTA) ~~are~~and ~~stated~~related atservices ~~the~~and ~~amount~~selling ~~billed~~its services to ~~the~~directly ~~customer~~to Business customers. ~~Customer~~The ~~account~~Company ~~balances~~primarily ~~with~~operates ~~invoices~~in India. ~~exceeding~~Tripborn, ~~credit~~Inc. ~~terms~~formerly ~~are~~known ~~considered~~as ~~delinquent.~~PinstripesNYC, ~~Payments~~Inc ofwas ~~accounts~~operating ~~receivable~~as ~~are~~a ~~allocated~~shell tocompany ~~specific~~with ~~invoices~~nominal ~~identified~~or onno ~~the~~assets ~~customer’s~~or ~~remittance~~operations until ~~advice~~December or14, if2015. ~~unspecified,~~Tripborn ~~are~~Inc. ~~applied~~was toknown ~~the~~as ~~earliest~~PinstripesNYC, ~~unpaid~~Inc. ~~invoices~~until January 2016.

36On December 14, 2015, PinstripesNYC, Inc. (the “Registrant”) executed and agreement and Plan of Merger (the, “Agreement”) with Sunalpha Green Technologies Private Limited (“Sunalpha”). Sunalpha registered under the Company Act of 1956, India with principle office located at 812, Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat, India 380 015.

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

~~Property~~For accounting purposes, Sunalpha was deemed to be the accounting acquirer in the transaction and, ~~Equipment~~consequently, the transaction was treated as a recapitalization of the Company. Accordingly, Sunalpha’s assets, liabilities, and results of operations are the historical consolidated financial statements of the Company and Company’s assets, liabilities and results of operations are consolidated with Tripborn Inc. effective as of the date of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction. The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 is being accounted for as a reverse recapitalization.

~~Property and equipment are stated at cost less accumulated depreciation~~2. LIQUIDITY ~~Depreciation~~AND ofGOING 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.CONCERN

~~Intangible~~The ~~Assets~~Company has experienced significant losses and negative cash flows from operations and reported net loss of $1,268,047, accumulated deficit of $4,355,630 and negative cash flow from operations of $637,991 as of and for the year ended March 31, 2019. Management has implemented a strategy which includes cost reduction efforts. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. If the Company must raise capital, there is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

~~Intangible~~The ~~assets~~Company’s ~~with~~operations ~~indefinite~~are ~~useful~~subject ~~lives~~to ~~are~~number of ~~tested~~factors ~~for~~that ~~impairment~~can ataffect ~~least~~it ~~annually~~operating results and financial conditions. ~~Intangible~~Such ~~assets~~factors ~~that~~include, ~~have~~but not limited ~~useful~~to: ~~lives~~the ~~are~~continuous enhancement ~~amortized~~of onthe acurrent ~~straight~~products ~~line~~and ~~basis~~services; ~~over~~marketing its new services; continue to invest in new technologies; change in domestic and foreign regulations; the ~~shorter~~price of, ~~their~~and ~~useful~~demand orfor, ~~legal~~the ~~lives~~company’s products and services and its ability to raise the capital to support its operations.

~~Concentration~~The Company sold 1,000,001 shares of ~~Credit~~common ~~Risk~~stock at a price of approximately $0.70 and received approximately $700,000 during fiscal year ended March 31, 2019.

~~Financial~~The ~~instruments~~Company ~~which~~has ~~potentially~~issued ~~subject~~convertible note for $250,000 in the ~~Company~~fourth toquarter of ~~concentrations~~fiscal 2019. The principal amount of ~~credit~~the ~~risk~~note ~~consist~~will ~~primarily~~convert into 357,143 shares of ~~cash~~the ~~and~~Company’s ~~cash~~common ~~equivalents~~stock ~~and~~at ~~accounts~~fair ~~receivable~~value of $0.70 to the noteholder’s option at maturity on April 1, 2020.

The Company ~~maintains~~exhausted ~~its~~a ~~cash~~majority inof ~~bank~~its ~~deposit~~cash ~~accounts,~~balances ~~which~~that ~~are~~existed ~~not~~at ~~insured.~~year-end for ~~The~~the ~~Company~~acquisition ~~has~~of ~~not~~PRAMA ~~experienced~~as ~~any~~discussed ~~losses~~ in ~~such~~Note ~~accounts~~13. ~~The Company believes that it is not exposed to any significant credit risk on cash.~~

~~Income~~The ~~Taxes~~ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these consolidated financial statements with the private placement of common stock. There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. TripBorn, Inc. was incorporated in the State of Delaware and is subject to Federal income tax in the United States of America. Sunalpha was incorporated under the laws of the Republic of India and has no operating profit for current tax liabilities. The Indian corporate income tax rate is 30% for domestic companies.39

~~The~~Table ~~Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which requires the Company to use the asset and liability method~~ of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.Contents

~~ASC 740 clarifies the accounting for uncertainty in tax positions~~3. SUMMARY ~~This~~OF ~~interpretation~~SIGNIFICANT ~~requires~~ACCOUNTING that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of income and comprehensive income. No significant uncertainty in tax positions relating to income taxes have been incurred during the years ended March 31, 2018 and 2017.POLICIES

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

The ~~Tax~~consolidated ~~Act~~financial ~~also~~statements ~~imposed~~and arelated disclosures ~~global~~have ~~intangible~~been ~~low-taxed~~prepared ~~income~~pursuant ~~tax~~to ~~(“GILTI”),~~the ~~which~~rules isand aregulations ~~new~~of ~~tax~~the onSecurities ~~certain~~and ~~off-shore~~Exchange ~~earnings~~Commission ~~at an effective rate of 10~~("SEC").5% The ~~for~~consolidated ~~tax~~financial ~~years~~statements ~~beginning~~have ~~after~~been ~~December~~prepared ~~31,~~using ~~2017~~the ~~(increasing~~accrual tobasis ~~13.125%~~of ~~for~~accounting ~~tax~~in ~~years~~accordance ~~beginning~~with ~~after~~Generally ~~December~~Accepted Accounting ~~31,~~Principles ~~2025~~("GAAP") ~~with~~of athe ~~partial~~United ~~offset for foreign tax credits~~States.

~~Foreign~~Principles ~~Currency~~of ~~Translation~~Consolidation

The ~~Company~~consolidated ~~translates the foreign currency~~ financial statements ~~into~~include ~~US Dollars using~~ the ~~year~~accounts orand ~~reporting~~transactions of ~~period end or average exchange rates in accordance with~~ the ~~requirements~~Company ~~of ASC subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets~~ and ~~liabilities~~its ~~are~~wholly ~~translated~~owned atsubsidiary, ~~exchange~~Sunalpha ~~rates~~Green asTechnologies ofPrivate ~~the~~Limited. ~~balance~~All ~~sheet~~significant ~~date.~~inter-company ~~Revenues~~ accounts and ~~expenses~~transactions are ~~translated~~eliminated ~~at average rates~~ in ~~effect for the periods presented~~consolidation. ~~The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).~~

37Reclassification

~~Table~~For ofthe ~~Contents~~fiscal year ending March 31, 2018 certain accounts have been reclassified to conform to the current year's presentation. Such reclassification had no impact on net loss or total assets.

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

	March 31, 2018	March 31, 2017
Period-end spot rate	US$1=INR 68.2967	US$1=INR 64.8120
Average rate	US$1=INR 66.6880	US$1=INR 65.5282

The preparation of financial statements in US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto, those estimates, and assumptions affect the reported amounts assets, liabilities and disclosure of contingent assets and liabilities and revenue. Actual results could differ significantly from those estimates.

3Our significant estimates include elements of revenue recognition, the realization of deferred tax assets, amounts that may be due under the tax sharing agreement, impairment of long-lived assets, costs to be capitalized as well as the useful life of capitalized software, and contingent liabilities, including taxes related to hotel occupancy. ~~Change~~Actual amounts may differ from these estimates. The use of different estimates or assumptions in ~~Control~~determining ~~Transaction~~the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge. The Company has no impairment charge for the fiscal year ending March 31, 2019.

OnRevenue December 8, 2015, the Company issued 71,428,570 shares of common stock to Arna Global LLC (“Arna”) for cash consideration of $95,500. Arna is wholly-owned by the Company’s President and director, Deepak Sharma. The Company accounted for the change in control transaction with Arna using the acquisition method of accounting. Arna obtained control of 93% of the outstanding shares of common stock of PinstripesNYC, Inc. in connection with the Stock Purchase Agreement among PinstripesNYC, Inc., Arna, and Maxim Kelyfos, LLC dated December 8, 2015, and is the acquirer. This transaction resulted in (1) no identifiable assets being acquired, (2) no liabilities being assumed, (3) no goodwill being recognized and (4) no gains being recognized from a bargain purchase.Recognition

4In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under GAAP. ~~Acquisition~~The core principle of ~~Sunalpha~~Topic ~~Green~~606 ~~Technologies~~is ~~Private~~to ~~Limited~~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 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.

OnTopic ~~December~~606 ~~14,~~was ~~2015,~~effective ~~the~~as ~~Company~~of ~~acquired~~April ~~substantially~~1, ~~all~~2018, offor the Company, ~~outstanding~~using ~~shares~~either of ~~Sunalpha~~two ~~which~~methods: ~~was~~(1) ~~incorporated~~retrospective ~~under~~application ~~the laws~~ of ~~the~~Topic ~~Republic~~606 ofto ~~India~~each inprior ~~November~~reporting ~~2010.~~period ~~The~~presented ~~transaction is being accounted for as a reverse recapitalization. Sunalpha is~~ with the ~~acquirer~~option ~~for~~to ~~financial~~elect ~~reporting~~certain ~~purposes,~~practical ~~and~~expedients ~~TripBorn~~as isdefined ~~the~~within ~~acquired~~Topic ~~company.~~606 ~~Consequently,~~or ~~the~~(2) ~~assets,~~retrospective ~~liabilities~~application ~~and results~~ of ~~operations~~Topic ~~that~~606 ~~are reflected in~~ with the ~~Company’s~~cumulative ~~consolidated~~effect ~~financial statements prior to the December 14, 2015 transaction are those~~ of ~~Sunalpha~~initially ~~and~~applying ~~are~~Topic ~~recorded~~606 ~~using~~recognized at the ~~historical~~date ~~cost basis. The consolidated financial statements after completion~~ of ~~the~~initial ~~December~~application ~~14,~~and ~~2015~~providing ~~transaction~~certain ~~include~~additional disclosures ~~the~~as ~~assets,~~defined ~~liabilities~~per ~~and~~Topic ~~results~~606. ofWe ~~operations~~adopted ofTopic ~~Sunalpha~~606 uppursuant to the ~~day~~method ~~prior~~(2) toand ~~the~~we ~~closing~~determined ofthat ~~the~~any ~~transaction,~~cumulative ~~and~~effect for the ~~assets,~~initial ~~liabilities~~application ~~and~~did ~~results~~not ofrequire ~~operations~~an ofadjustment ~~the~~to ~~Company~~accumulated ~~and~~deficit ~~Sunalpha~~at ~~from~~April ~~and~~1, ~~after the closing date of the transaction~~2018.

5For 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 ~~Increase~~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 ~~Authorized~~exchange ~~Shares~~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 Company amended its certificate of incorporation on January 13, 2016 to (a) increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 and (b) change its name from PinstripesNYC. Inc. to Tripborn, Inc.40

6.Table ~~Property~~of ~~and Equipment~~Contents

~~Property~~Air ~~and~~Ticketing. ~~Equipment~~Revenue ~~consists~~from ofairline tickets ~~the~~is ~~following~~recognized ason ofnet ~~March~~commission ~~31,~~basis ~~2018~~which includes our nonrefundable surcharges and ~~2017~~fees to our service agents. ~~The~~For certain ~~property~~airline ~~and~~transactions, ~~equipment~~we ~~listed~~also ~~below~~receive ~~are~~fees ~~recorded~~from inglobal distribution systems partners that control the ~~books~~computer ofsystems through ~~Sunalpha~~which these reservations are booked.

	March 31, 2018			March 31, 2017
Computer	$	13,443		$	20,782
Furniture and Fixture		5,468			4,138
Office Equipment		6,537			5,768
Software License		768			244
Total		26,216			30,933
Accumulated depreciation		(14,057	)		(17,697	)
Fixed assets, net	$	12,159		$	13,236

Vacation Packages. Revenue from vacation packages, including revenue on airline tickets sold to customers as a part of vacation packages, is accounted for on the gross basis as we are determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by us, including the responsibility for delivery of services.

~~Depreciation~~Rail ~~expense~~Ticketing. ~~for~~Revenue ~~the~~from ~~year~~rail ~~ended~~ticket reservations ~~March~~is ~~31,~~recognized ~~2018~~on net basis which includes our nonrefundable surcharges and ~~2017~~fees isto $3our service agents. We recognized revenue on gross basis for railway service setup fees,~~640,~~ which is non-refundable and ~~$9,100~~collected ~~respectively~~from our service agent at the time of agent enrollment.

7Money Transfer. To ~~Intangible~~our ~~Assets~~service agent we provide system connectivity using our internet platform so our service agent can perform Money Transfer services on behalf of their customers. Our internet platform facilitates connectivity between Bank and Service Agent. We recognized revenue on the net basis, we collect service charge or fees to our service agent for performing the money transfer services for their customers. Performance linked incentives from Banks or suppliers are recognized upon achievement of performance obligations and amount is billed to suppliers.

~~Intangible~~Other ~~assets~~Revenue. Revenue from ~~consist~~other ofsources, ~~the~~primarily ~~following~~comprising asnet ofcommission ~~March~~and 31fees from bus tickets booking fees, ~~2018~~visa processing fees, and ~~March~~pre-and post-paid ~~31,~~expenses ~~2017:~~are recognized after the services are being performed.

	March 31, 2018			March 31, 2017
API Access	$	133,763		$	129,876
Software		1,651,000			1,651,000
Total		1,784,763			1,780,876
Accumulated amortization		(595,264	)		(217,654	)
Intangible assets, net	$	1,189,499		$	1,563,222

Cash and Cash Equivalents

~~Amortization~~The ~~expense~~Company ~~for~~maintains ~~the~~its ~~years~~cash ~~ended~~in bank deposit accounts in India and USA, Indian bank accounts are not insured. The Company has not experienced any losses in such accounts. The Company maintains cash balances, which may exceed federally insured limits. Sunalpha has thirteen and eleven accounts denominated in Indian Rupees at March 31, ~~2018~~2019 and 2018, respectively. As of March 31, ~~2017~~2019, and 2018, the cash balance in financial institutions in India was USD $~~379~~303,~~873~~971 and $~~217~~478,~~425~~254, respectively.

38Accounts Receivable

~~Table~~Accounts receivable are stated at the amount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is doubtful due to credit issues. These allowances together reflect the Company's estimate of ~~Contents~~potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. Management has determined the bad debt allowance of $58,507 for the fiscal year ended March 31, 2019 with no bad debt allowance for the fiscal year ended March 31, 2018. The Company does not accrue interest on past due receivables.

~~Intangible~~The ~~assets~~Company ~~consist~~performs periodic analysis of ~~Application~~each ~~Programming~~customer’s ~~Interface~~outstanding accounts ~~(API)~~receivable ~~access~~balance ~~with~~and ~~major~~assesses, ~~travel~~on ~~companies~~an ~~and~~account-by-account abasis, ~~customized~~whether ~~online~~the ~~transaction~~allowance ~~platform~~for ~~called~~doubtful ~~Travelcord~~accounts ~~for~~needs ~~use~~to be adjusted based on ~~the~~currently ~~Company’s~~available ~~website~~evidence such as historical collection experience, ~~www~~current economic trends and changes in customer payment terms.~~tripborn.com.~~ ~~Application~~In ~~Programming~~accordance ~~Interface~~with ~~components~~the ~~are~~Company’s ~~used~~policy, toif ~~send/receive/retrieve~~collection ~~various~~efforts ~~data~~have tobeen pursued and ~~from~~all ~~supplier~~reasonable and ~~systems~~contractually available avenues for ~~tickets~~collections ~~availability~~exhausted, ~~pricing,~~accounts ~~aggregation~~receivable ~~and~~would ~~booking~~be ~~information~~written off as uncollectible. The ~~API~~Company does ~~specifies~~use ~~how~~estimate ~~software~~to ~~components~~use ora ~~applications~~general ~~should~~reserve ~~interact~~methodology ~~with~~when ~~each~~estimating ~~other~~the ~~using~~level ~~graphical~~of ~~user~~allowance ~~interfaces~~for ~~(GUI).~~doubtful ~~These~~accounts ~~components~~because ~~are~~the Company ~~automated~~believes, ~~software~~due ~~components~~to orthe ~~set~~unique circumstances of ~~routines,~~each ~~protocols~~customer and ~~tools~~a ~~for~~limited ~~building~~number ~~and~~of ~~communicating~~customers, ~~various~~a ~~software~~general ~~applications~~reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts.

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

OnProperty ~~September~~and ~~23,~~equipment ~~2016,~~are westated ~~entered~~at ~~into~~cost aless ~~software~~accumulated depreciation. ~~development~~Depreciation ~~agreement~~of ~~with~~property ~~Takniki Communications to further develop~~ and ~~enhance~~equipment ~~our~~is ~~online~~computed ~~transaction~~on ~~platform,~~a ~~Travelcord.~~straight-line ~~Pursuant~~basis toover ~~this~~the ~~software~~estimated ~~development~~useful ~~agreement,~~lives ~~we agreed to pay a fee~~ of ~~$695,000 upon delivery of enhanced software, which occurred on December 31, 2016~~the assets. The Company ~~paid~~charges ~~for~~repairs ~~the~~and ~~software~~maintenance ~~development~~costs bythat ~~issuing~~do anot ~~convertible~~extend ~~promissory note in~~ the ~~principal~~lives ~~amount~~ of ~~$695,000~~the assets to ~~Takniki~~expense ~~Communications~~as incurred.

8.Intangible ~~Tax Recovery Charges~~Assets

~~The~~Intangible ~~Company~~assets ~~through~~with ~~its~~definite ~~internet-based~~useful ~~platform,~~lives ~~facilitates~~are tested ~~the~~for ~~purchase~~impairment ~~of travel products and services from third party travel service providers. The Company incurs service taxes~~ at ~~specified~~least ~~rates~~annually onfor ~~the~~their ~~services it acquires from the travel service providers~~recoverability. ~~The~~We ~~Company~~do ~~charges~~not ~~service~~have ~~taxes~~any atintangible ~~specified~~assets ~~rates~~with onindefinite ~~sales of travel and travel related products to clients~~lives. ~~The~~Intangible assets ~~net~~that ~~difference~~have oflimited ~~the~~useful ~~amount~~lives ~~paid while acquiring services and collected while selling the services~~ are ~~remitted~~amortized toon ~~taxing authorities ("tax recovery charge"). As of the March 31, 2018, the Company has~~ a ~~balance~~straight-line ~~with~~basis ~~the~~over ~~tax~~their ~~authority~~useful ~~to offset future service tax dues~~lives.

9.Impairment ~~Related~~of ~~Party~~Long-lived ~~Transactions~~Assets

iThe Company records an impairment of long-lived assets used in operations, 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. ~~Convertible~~The ~~Notes~~net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company did not record any impairment during the years ended March 31, 2019 and recorded $696,949 impairment charge for the fiscal year ended March 31, 2018.

Mr. Sharma loaned the Company $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.41

~~Mr.~~Table ~~Mandloi loaned the Company $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate~~ of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.Contents

InForeign ~~connection~~Currency with the Software Agreement described in Note 7 above, Arna, wholly owned by the Company’s president, loaned the Company $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.Translation

39The Company translates the foreign currency of its foreign subsidiary, whose functional currency is Indian rupee, into US Dollars, the reporting currency using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830, Foreign Currency Matters (“ASC 830”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).

~~Table~~Earnings ofand ~~Contents~~Loss per Share

OnBasic ~~September~~earnings ~~23,~~(loss) ~~2016,~~per weshare ~~entered~~is ~~into~~computed aby ~~software~~dividing net ~~development~~income ~~agreement~~(loss) ~~with~~attributable ~~Takniki Communications~~ to ~~further~~common ~~develop~~stockholders ~~and~~by ~~enhance~~the ~~our~~weighted ~~online~~average ~~transaction~~common ~~platform,~~shares ~~Travelcord.~~outstanding ~~Pursuant to this software development agreement, we agreed to pay a fee of $695,000 upon delivery of enhanced software, which occurred on December 31, 2016. The Company paid~~ for the ~~software~~period. ~~development~~Potentially dilutive bycommon ~~issuing~~shares amay ~~convertible~~consist ~~promissory note in the principal amount~~ of ~~$695,000~~incremental toshares ~~Takniki~~issuable ~~Communications~~upon ~~with~~the aexercise ~~maturity date~~ of ~~December~~stock ~~31,~~options ~~2019~~ and ~~bearing~~warrants ~~interest~~and atthe ~~a rate~~ conversion of ~~10%.~~notes ~~The~~payable ~~principal~~to ~~amount of this note is convertible into 10,303,070 shares of our~~ common stock ~~at the noteholder’s option at maturity~~. In ~~the~~periods ~~event~~in ~~that~~which ~~the~~a ~~Company~~net ~~completes~~loss anhas ~~Uplist~~been ~~Transaction prior to the December 31~~incurred, ~~2019~~all ~~maturity~~potentially ~~date,~~dilutive ~~the outstanding principal balance of the note will automatically convert into 10,303,070 shares of~~ common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Takniki will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Takniki also will have the option to receive full payment of the outstanding principal or the note shares, ~~each~~are considered ~~together~~anti-dilutive ~~with~~and ~~accrued~~thus ~~unpaid~~are ~~interest~~excluded ~~paid~~from ~~in cash, in connection with a “sale of~~ the ~~company” as such term is defined in the convertible promissory note~~calculation.

~~ii.~~Promotion ~~Guarantee~~and Advertising Expense

~~Deposits~~We incur advertising expense consisting of ~~the~~offline costs, ~~Company’s~~including ~~President~~newspaper and ~~Managing~~media ~~Director~~advertising, ~~with~~and ~~IndusInd~~online ~~Bank~~advertising ~~Ltd.~~expense ~~serve~~to aspromote ~~collateral~~our ~~for~~brands. aWe ~~guarantee~~expense in the ~~amount~~production costs ofassociated ~~$50,000~~with advertisements in ~~favor~~the ofperiod in which the ~~International~~advertisement ~~Air~~first ~~Transport~~takes ~~Association~~place. ~~(“IATA”)~~We onexpense ~~behalf~~the costs of ~~Sunalpha~~communicating the advertisement (e.g., ~~IndusInd~~newspaper, ~~Bank~~SMS ~~Ltd.~~or ~~will~~email ~~pay~~campaign) ~~the~~as ~~guaranteed~~incurred ~~amount~~each ~~for~~time ~~claims~~the ~~through~~advertisement ~~September~~or ~~30,~~promotion ~~2018~~is performed.

~~10.~~Stock-Based ~~Convertible Notes~~Compensation

OnThe ~~February 8, 2016, the~~ Company ~~issued~~accounts ~~convertible~~for ~~promissory~~stock-based ~~notes~~awards to ~~three~~employees and ~~accredited~~nonemployee ~~investors’~~consultants in ~~the~~accordance ~~aggregate~~with ~~principal~~applicable ~~amount~~accounting ~~of $350~~principles,~~000~~ ~~pursuant~~which torequires acompensation ~~note~~expense ~~purchase~~related agreement of the same date. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”), prior to share-based ~~the February 8~~transactions, ~~2019~~including ~~maturity~~employee ~~date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of common~~ stock ~~(the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date~~options, ~~the noteholders will have the option~~ to ~~receive~~be ~~full~~measured ~~payment~~and ofrecognized ~~the outstanding principal balance of the Note shares each together with accrued unpaid interest paid~~ in ~~cash. The noteholders also will have~~ the ~~option~~financial tostatements ~~receive~~based ~~full~~on a ~~payment~~determination of the ~~outstanding~~fair ~~principal~~value ~~or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale~~ of the ~~company”~~stock asoptions ~~such~~over ~~term is defined in~~ the ~~convertible~~instruments ~~promissory~~vesting ~~note~~period.

On July 1, 2016, the Company issued convertible promissory notes to an accredited investor in the aggregate principal amount of $150,000 pursuant to a note purchase agreement dated February 8, 2016. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”), prior to the July 1, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 3,924,088 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholder will have the option to receive full payment of the outstanding principal balance of the Note shares each together with accrued unpaid interest paid in cash. The noteholder also will have the option to receive full payment of the outstanding principal or the note shares, together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.Leases

11Leases of assets where the Company has assumed substantially all the risks and rewards of ownership are classified as finance leases. ~~Stockholder’s~~Finance ~~Equity~~leases are recognized at the lower of the fair value of the leased assets and the present value of the minimum lease payments.

~~During~~Income fiscal 2018 the Company issued and sold 3,660,000 shares of the Company’s common stock, par value $0.0001 pursuant to a private placement. The purchase price per share was $0.30 resulting in aggregate proceeds of $1,098,000 to the Company.Taxes

12The 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. ~~Income~~Under ~~Tax~~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.

~~Deferred~~The ~~income~~Company ~~taxes~~recognizes ~~reflect~~deferred tax assets to the ~~net~~extent that ~~tax~~it ~~effects~~believes ofthat ~~temporary~~these ~~differences~~assets ~~between~~are more likely than not to be realized. In making such a determination, the ~~carrying~~Company ~~amounts~~considers all available evidence, including future reversals of ~~assets~~existing ~~and~~taxable ~~liabilities~~temporary ~~for~~differences, ~~financial~~projected ~~reporting~~future ~~purposes~~taxable income, tax-planning strategies, and results of operations. If the ~~amounts~~Company ~~used~~determines ~~for~~that ~~income~~it ~~tax~~would ~~purposes.~~be ~~The~~able to realize our deferred tax assets ~~(liabilities)~~in atthe ~~March~~future 31in excess of their net recorded amount, ~~2018~~it ~~and~~would ~~2017~~make ~~are~~an asadjustment ~~follows:~~to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

	March 31, 2018		March 31, 2017
Property and equipment	$	18,761	$	26,611
Carried forward loss		329,337		199,720
Total deferred income taxes	$	348,098	$	226,331

Recent Accounting Pronouncements

40New Accounting Pronouncements Recently Adopted

~~Table~~We ofadopted ~~Contents~~Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09) for the fiscal year ended March 31, 2019, which amends the guidance in former ASC 605, Revenue Recognition and found no significant impact on the revenue recognition.

~~Income tax expense (benefit) was computed as follows:~~42

Federal income tax	$	-		$	-
State income tax		-			-
Foreign jurisdiction income tax		-			-
Total income taxes, current provision		-			-
Deferred income tax expenses/(benefit)		(129,617	)		(167,032	)
Total income taxes expense/(benefit)	$	(129,617	)	$	(167,032	)

Table of Contents

~~The~~In ~~Company~~March ~~files~~2016, ~~its~~the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax ~~returns~~consequences onwhen awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ~~basis~~ended March 31, 2019, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively.

~~The~~New ~~future~~Accounting ~~effective~~Pronouncements ~~income~~Not ~~tax~~Yet ~~rate depends on various factors, such as the Company’s income (loss) before taxes, tax legislation and the geographic composition of pre-tax income.~~Adopted

~~The~~In ~~Company~~February ~~files~~2016, ~~income~~the ~~tax~~FASB ~~returns~~issued inASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the Ubalance sheet with a corresponding liability and disclosing key information about leasing arrangements.S. ~~federal~~For ~~jurisdiction~~public business entities, ~~various~~the ~~State~~amendments in ~~jurisdictions.~~this ~~Sunalpha~~ASU ~~files~~are ~~tax~~effective ~~returns~~for ~~India~~fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. Early adoption is permitted. The Company is ~~generally~~evaluating ~~subject~~the toimpact ~~U.S.~~of ~~Federal,~~the ~~State~~adoption ~~and~~of ~~local~~this ~~examinations~~revised byguidance ~~tax~~on ~~authorities~~its consolidated ~~for~~financial ~~the~~statements ~~past~~and ~~three~~related ~~years~~disclosures.

OnIn ~~December~~October 222016, ~~2017,~~ the ~~U.S.~~FASB ~~government~~issued ~~enacted~~ASU ~~comprehensive~~No. ~~tax~~2016-16, ~~legislation~~“Income ~~commonly~~Taxes ~~referred to as the Tax Cuts and Jobs Act~~ (~~“Tax Act”~~Topic 740).: ~~The~~Intra-Entity ~~Tax~~Transfer ~~Act~~of ~~included~~Assets aOther ~~broad~~than ~~range~~Inventory”, ofwhich ~~complex~~requires ~~provisions impacting~~ the ~~taxation~~recognition of ~~multi-national companies. The Tax Act makes broad and complex changes to~~ the ~~U.S. corporate~~ income tax ~~system~~consequences of ~~and~~an ~~includes a Transition Toll Tax (the “Transition Tax”), which is a one~~intra-~~time~~entity ~~mandatory~~transfer ~~deemed~~of ~~repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings. The Toll Charge will be paid over~~ an ~~eight-year period~~asset, ~~starting~~other inthan ~~2018~~inventory, ~~and~~when ~~will~~the ~~not~~transfer ~~accrue interest~~occurs. ~~The~~For ~~Tax~~public ~~Act~~business ~~also imposed a global intangible low-taxed income tax (“GILTI”)~~entities, ~~which~~the isamendments in athis ~~new~~ASU ~~tax~~are ~~on certain off-shore earnings at an~~ effective ~~rate of 10.5%~~ for ~~tax~~annual ~~years~~reporting periods beginning after December 3115, 2017 ~~(increasing to 13.125% for tax years beginning after December 31~~, ~~2025)~~including ~~with~~interim areporting ~~partial~~periods ~~offset~~within those ~~for~~annual ~~foreign~~reporting ~~tax credits~~periods. ~~Generally,~~Early ~~accounting~~adoption ~~for the impacts of newly enacted tax legislation~~ is ~~required~~permitted. toThe beamendments ~~completed~~ in ~~the~~this ~~period~~ASU ofshould ~~enactment,~~be ~~however~~adopted inon ~~response~~a tomodified ~~the complexities and ambiguity surrounding the Tax Act, the SEC released Staff Accounting Bulletin No~~retrospective basis. ~~118~~The ~~(“SAB~~Company ~~118”)~~reviewing toadoption ~~provide~~and ~~companies~~its ~~with~~impact ~~relief~~of ~~around~~this ~~the~~guidance ~~initial~~on ~~accounting~~its ~~for~~consolidated ~~the~~financial ~~Tax~~statements ~~Act. Pursuant to SAB 118, the SEC has provided a one-year measurement period for companies to analyze~~ and ~~finalize~~related ~~accounting for the Tax Act~~disclosures. During the one-year measurement period, SAB 118 allows companies to recognize provisional amounts when reasonable estimates can be made for the impacts resulting from the Tax Act. TripBorn will finalize accounting for the Tax Act during the one-year measurement period.

~~While~~In ~~our~~October ~~accounting~~2016, ~~for~~ the ~~Tax~~FASB ~~Act~~issued isASU ~~not~~No. ~~complete~~2016-17, we“Consolidation do(Topic 810): ~~not~~Interests ~~believe we~~Held ~~are~~through ~~subject~~Related toParties ~~the~~That ~~Transition~~Are ~~Tax~~under Common Control”. The ~~Transition~~amendments ~~Tax~~affect isreporting aentities ~~tax~~that are onrequired ~~previously~~to ~~untaxed~~evaluate ~~accumulated~~whether ~~earnings~~they ~~and~~should ~~profits~~consolidate ~~(“E&P”)~~a ofvariable ~~our~~interest ~~foreign~~entity ~~subsidiary~~in ~~and~~certain ~~our~~situations ~~foreign~~involving ~~subsidiary~~entities ~~has~~under common ~~historically~~control. ~~generated~~Specifically, ~~operating~~the ~~losses.~~amendments Tochange ~~determine~~ the ~~amount~~evaluation of whether a reporting entity is the ~~Transition~~primary ~~Tax,~~beneficiary weof a ~~must~~variable ~~determine,~~interest inentity ~~addition~~by tochanging ~~other~~how ~~factors,~~a ~~the~~reporting ~~amount~~entity ofthat ~~post-1986~~is ~~E&P~~a single decision maker of ~~the~~a ~~relevant~~variable ~~subsidiaries,~~interest asentity ~~well~~treats indirect asinterests in the ~~amount~~entity ofheld ~~non-U~~through related parties that are under common control with the reporting entity.S. ~~income~~As ~~taxes~~of ~~paid~~fiscal year, onending ~~such~~March ~~earnings~~31, if2019 ~~any~~and 2018 we have no variable interest entity under common control with the reporting entity.

~~The~~In ~~Tax~~January ~~Act~~2017, ~~has~~the ~~significant~~FASB ~~complexity~~issued ~~and~~ASU ~~our~~2017-01, ~~final~~Business Combinations ~~tax~~(Topic ~~liability~~805): ~~may~~Clarifying bethe ~~materially~~Definition ~~altered~~of ~~due~~a toBusiness, ~~additional~~which ~~guidance~~clarifies ~~and regulations that may be issued by~~ the ~~U.S.~~definition ~~Treasury~~of ~~Department,~~a ~~the~~business ~~Internal~~to ~~Revenue~~assist ~~Service~~entities with ~~(“IRS”)~~evaluating ~~and~~whether ~~state~~transactions ~~and~~should ~~local~~be ~~tax~~accounted ~~authorities,~~for ~~and~~as ~~for~~acquisitions ~~TripBorn’s~~(or ~~finalization~~disposals) of ~~the~~assets ~~relevant~~or ~~calculations required by the new tax legislation~~businesses.

~~TripBorn~~In ~~continues~~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 ~~analyze~~test goodwill for impairment by eliminating Step 2 from the ~~provisions~~goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the ~~Tax~~carrying ~~Act~~amount. ~~which~~The ~~are~~new rules will be effective for ~~after~~the ~~December~~Company ~~30,~~in ~~2017,~~the ~~including~~first ~~but~~quarter ~~not~~of ~~limited~~2021. toEarly ~~certain~~adoption ~~global~~is ~~intangible~~permitted. ~~low-tax~~The ~~income~~Company ~~(“GILTI”)~~is ~~from~~currently ~~foreign~~evaluating ~~operations~~the impact of adopting this ASU on its consolidated financial statements.

~~Under~~In ~~GAAP~~June 2018, ~~companies~~the ~~are~~FASB ~~allowed~~issued toASU ~~make~~2018-07, anwhich simplifies the accounting ~~policy~~for ~~election~~non-employee toshare-based ~~either~~payment ~~treat~~transactions. The ~~taxes~~amendments ~~resulting~~specify ~~from~~that ~~GILTI~~Topic as718 aapplies ~~current~~to all share-~~period~~based payment ~~expense~~transactions ~~when~~in ~~they~~which ~~are~~a ~~incurred~~grantor acquires goods or ~~factor~~services ~~such~~to ~~amounts~~be ~~into~~used ~~the~~or ~~measurement~~consumed ofin ~~deferred~~a ~~taxes.~~grantor's ~~The~~own ~~Company~~operations ~~has~~by ~~not~~issuing share-based ~~completed~~payment ~~its~~awards. The ~~analysis~~standard ofwill ~~the~~be ~~effects~~effective ofin the ~~GILTI~~first ~~provisions~~quarter ~~and~~of ~~will~~fiscal ~~further~~year ~~consider~~2019, ~~the~~although ~~accounting~~early ~~policy~~adoption is ~~election~~permitted. Management ~~within~~believes the ~~measurement~~effect ~~period~~on asthe ~~provided~~consolidated ~~under~~financial ~~SAB~~statements ~~118~~will not be material.

41No 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.

~~Table~~4. PROPERTY ofAND ~~Contents~~EQUIPMENT, NET

13. Recent Accounting Pronouncements

	Years Ended March 31,
	2019			2018
Computer	$	16,133		$	13,443
Furniture and Fixture		5,863			5,468
Office Equipment		9,483			6,352
Software License		768			768
Total		32,247			26,031
Accumulated depreciation		(20,000	)		(16,135	)
Property and Equipment, net	$	12,247		$	9,896

~~The~~Depreciation ~~Company~~expense ~~considers~~for the ~~applicability~~years ~~and~~ended ~~impact~~March of31, 2019 ~~all~~and ~~accounting~~2018 ~~standards~~is ~~updates~~$3,865, ~~(“ASUs”).~~and ~~Management~~$8,236 ~~periodically reviews new accounting standards that are issued~~respectively.

~~New Accounting Pronouncements Recently Adopted~~43

InTable ~~July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11, “Simplifying the Measurement~~ of Inventory”. ASU No. 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business; less reasonably predictable costs of completion, disposal and transportation. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim reporting periods within those fiscal years. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018 using a prospective application. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.Contents

~~In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~5.” INTANGIBLE ~~This~~ASSETS ~~update~~WITH ~~addresses~~DEFINITE several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. The Company does not expect the impact to be material to the consolidated results of operations; however, such determination is subject to change based on facts and circumstances at the time when awards vest or settle.LIVES

~~New~~Intangible ~~Accounting~~assets ~~Pronouncements~~consist ~~Not~~of ~~Yet~~the ~~Adopted~~following as of March 31, 2019 and March 31, 2018:

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date for ASU 2014-09 by one year. For public entities, the guidance in ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods), and for all other entities, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Preliminarily, the Company plans to adopt Topic 606 using the retrospective transition method and is continuing to evaluate the impact its pending adoption of Topic 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time. The Company will adopt this pronouncement for the year ended March 31, 2019 and all interim periods within.

	Years Ended March 31,
	2019			2018
API Access	$	133,763		$	139,472
Software		954,501			954,501
Total		1,088,264			1,093,973
Accumulated amortization		(725,547	)		(595,215	)
Intangible assets, net	$	362,717		$	498,758

42We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life. Amortizable intangible assets are reviewed for impairment 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. Intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required.

~~Table~~We determined that certain intangible assets, primarily technology were impaired. Therefore, included within amortization expense for the twelve months ended March 31, 2018, was a $696,949 non-cash impairment charge recorded. This charge was recorded within the caption "Selling, general and administrative expense" caption in our Consolidated Statements of ~~Contents~~Operations and Comprehensive Loss. The Company has no impairment charges for fiscal year ended March 31, 2019.

InThe ~~February~~amortization ~~2016,~~expense for the ~~FASB~~years ~~issued~~ended ~~ASU~~March ~~No. 2016-02~~31, ~~"Leases”~~2019 ~~to increase transparency~~ and ~~comparability~~March among organizations by recognizing lease assets and lease liabilities on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities31, ~~the amendments in this ASU are effective for fiscal years beginning after December 15,~~ 2018, ~~including~~was ~~interim reporting periods within those fiscal years. For all other entities~~$130,283 ~~the~~and ~~amendments in this ASU are effective for fiscal years beginning after December 15~~$377, ~~2019~~561, ~~and interim reporting periods within fiscal years beginning after December 15, 2020~~respectively. ~~Early~~Following ~~adoption~~table isdescribes ~~permitted.~~future ~~The~~amortization ~~Company~~for isthe ~~evaluating~~next ~~the~~five ~~impact~~year offor the ~~adoption of this revised guidance on its consolidated financial statements and related disclosures.~~intangible assets;

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim reporting periods within fiscal years beginning after December 15, 2019. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.

Fiscal Year	Estimated Amortization
2020	$130,253
2021	$130,253
2022	$58,284
2023	$12,673
2024	$31,254

~~In October 2016, the FASB issued ASU No~~6. STOCK 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.COMPENSATION

InDuring ~~October 2016,~~ the ~~FASB~~current ~~issued~~year ~~ASU No. 2016-17~~2019, ~~“Consolidation~~company ~~(Topic~~issued ~~810):~~478,560 common ~~Interests~~shares ~~Held~~to ~~through~~an ~~Related~~individual ~~Parties~~for ~~That~~services ~~Are~~to ~~under~~be ~~Common~~performed ~~Control”.~~on ~~The~~the ~~amendments~~company’s ~~affect~~behalf ~~reporting~~until ~~entities~~June, ~~that~~2020 ~~are~~of ~~required~~which to$77,168 ~~evaluate~~is recorded ~~whether they should consolidate a variable interest entity~~ in ~~certain situations involving entities under common control. Specifically~~Selling, ~~the~~General ~~amendments~~and ~~change~~Administration ~~the~~expense ~~evaluation~~as of ~~whether a reporting entity is~~ the ~~primary~~year ~~beneficiary~~ended ofMarch a31, ~~variable~~2019 ~~interest~~and ~~entity~~$128,613 ~~by changing how a reporting entity that~~ is arecorded ~~single~~in ~~decision~~prepaid consulting ~~maker~~services, ofrepresenting ~~a variable interest entity treats indirect interests in~~ the ~~entity~~remainder ~~held~~of ~~through~~contract ~~related~~period ~~parties~~which ~~that~~expires ~~are~~on ~~under~~June, ~~common control with the reporting entity~~2020. The ~~amendments~~issuance ~~are~~of ~~effective~~these ~~for~~shares ~~public~~is being ~~business~~made ~~entities~~pursuant ~~for~~to ~~fiscal~~certain ~~years~~administrative ~~beginning after December 15~~services, ~~2016,~~advisory ~~including~~board ~~interim periods within those fiscal years. For all other entities~~services, ~~the~~business ~~amendments~~development ~~are effective for fiscal years beginning after December 15~~services, ~~2016,~~consulting ~~and interim reporting periods within fiscal years beginning after December 15~~services, financial ~~2017.~~consulting ~~Early adoption is permitted~~services. The ~~Company~~Board ~~does~~has ~~not~~equated ~~expect~~the ~~that~~number ~~adoption~~ of ~~this~~these ~~guidance~~shares ~~will~~at ~~have~~fair avalue ~~material~~of ~~impact~~the onservices ~~its~~to ~~consolidated~~be ~~financial~~provided ~~statements~~by this ~~and related disclosures~~individual.

~~In November 2016, the FASB issued ASU No~~7. CONVERTIBLE ~~2016-18,~~NOTES ~~"Statement~~PAYABLE of Cash Flows (Topic 230): Restricted Cash", which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The adoption of this guidance will increase cash and cash equivalents by the amount of the restricted cash on the Company's consolidated statement of cash flows.

43Related Party Convertible Notes

~~Table~~The consolidated entity has successfully negotiated a twelve-month extension of ~~Contents~~related party convertible notes from March 8, 2019 to March 7, 2020.

InThe ~~January~~Company ~~2017, the FASB~~ issued ~~ASU~~an ~~No. 2017-01~~$956,000 ~~"Business~~convertible ~~Combinations~~note ~~(Topic 805): Clarifying the Definition of a Business". The amendments in this ASU clarify the definition of a business~~ with maturity ~~the~~date ~~objective~~ of ~~adding~~March ~~guidance~~7, to2020, ~~assist entities~~ with ~~evaluating~~annual ~~whether~~rate ~~transactions should be accounted for as acquisitions (or disposals)~~ of ~~assets~~10% orfrom ~~businesses.~~ARNA ~~Basically~~GLOBAL LLC, ~~these~~wholly ~~amendments~~owned ~~provide~~by athe ~~screen~~Company’s ~~to determine when a set is not a business~~president. IfThe note ~~the~~converts ~~screen~~into ~~is not met~~21, ~~the amendments in this ASU first~~194,381 ~~require~~shares ~~that~~of tocommon bestock ~~considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to~~ (the ~~ability~~“Note toShares”). ~~create~~At ~~output~~March ~~and second~~31, ~~remove~~2019 the ~~evaluation~~total ofaccrued ~~whether a market participant could replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017~~ and ~~interim~~unpaid interest ~~periods~~is ~~within those periods~~$292, ~~and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019~~824. ~~The~~No ~~Company~~interest ~~does~~has ~~not~~been ~~expect~~paid ~~that~~on ~~adoption of~~ this ~~guidance will have a material impact on its consolidated financial statements and related disclosures~~obligation.

In February 2017, the FASB issued ASU No. 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets” to clarify the scope of Subtopic 610-20 and to add guidance for partial sales of nonfinancial assets. Subtopic 610-20, which was issued in May 2014 as a part of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. For all other entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.44

InTable ~~May 2017, the FASB issued ASU 2017-09, “Scope~~ of Modification Accounting”, which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company does not expect that adoption of this guidance will have a material impact on its unaudited condensed consolidated financial statements and related disclosures.Contents

14The Company issued an $149,644 convertible note with maturity date of March 7, 2020, with annual rate of 10% from Mr. ~~Net~~Sharma, ~~Income~~Company’s president. The note converts into 3,432,234 shares of common stock (~~Loss~~the “Note Shares”). ~~Per~~At ~~Share~~March 31, 2019 the total accrued and unpaid interest is $47,908. No interest has been paid on this obligation.

AThe ~~reconciliation~~Company issued an $37,513 convertible note with maturity date of ~~net~~March ~~income~~7, ~~and~~2020, ~~weighted~~with ~~average~~annual rate of 10% from Mr. Mandloi, Company’s vice president. The note converts into 835,552 shares ~~used~~of incommon ~~computing~~stock ~~basic~~(the ~~and~~“Note ~~diluted~~Shares”). ~~net~~At ~~income~~March ~~per~~31, ~~share~~2019 the total accrued and unpaid interest is as$11,663. No ~~follows:~~interest has been paid on this obligation.

	Years ended March 31,
	2018			2017
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$	(1,063,728	)	$	(682,924	)
Weighted average common shares outstanding		91,287,934			77,286,488
Basic net income (loss) per share of common stock	$	(0.01	)	$	(0.01	)
Diluted net income (loss) per share:
Net income (loss) applicable to common shares	$	(1,063,728	)	$	(682,924	)
Weighted average common shares outstanding		91,287,934			77,286,488
Dilutive effects of convertible debt		-			-
Weighted average common shares, assuming dilutive effect of convertible debt		91,287,934			77,286,488
Diluted net income (loss) per share of common stock	$	(0.01	)	$	(0.01	)

The Company issued an $695,000 convertible note with maturity date of December 19, 2019, with annual rate of 10% from TAKNIKI COMMUNICATION, wholly owned by the Company’s Vice President. The note converts into 10,303,070 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $156,136. No interest has been paid on this obligation.

~~Due~~The toCompany ~~net~~has ~~loss,~~accrued ~~the~~interest ~~shares~~ of ~~common~~$508,531 ~~stock underlying the convertible notes described in Notes 9~~ and $323,983 10for ~~were~~related ~~not~~parties ~~included~~for in the ~~calculation~~fiscal ofyear ~~diluted~~ending ~~net~~March ~~loss per share~~31, as2019 ~~they~~and ~~would~~2018 ~~have had an antidilutive effect~~respectively.

~~15.~~Non-Affiliate ~~Commitments~~Party Convertible Notes

The Company isobtained ~~the~~an ~~B2B~~$250,000 ~~Principal~~convertible ~~Agent~~note with ofmaturity ~~the~~date ~~Indian~~of ~~Railway~~April ~~Catering and Tourism Corporation~~1, ~~or IRCTC~~2020, ~~which~~with isannual arate ~~government~~of ~~entity~~8% ~~that~~from ~~allows~~UNITED ~~the~~TECHNO ~~Company to offer reservations through Indian Railways’ passenger reservation system on the Company’s webpage~~SOLITIONS. ~~Indian~~The ~~Railways~~note ismay ~~India’s~~convert ~~state-owned~~into ~~railway~~357,143 ~~which owns and operates most~~ shares of ~~India’s~~common ~~rail~~stock ~~transportation.~~(the ~~The~~“Note ~~Company~~Shares”) ~~has~~at ~~integrated its online portal with IRCTC~~holder’s ~~to provide a seamless booking process~~option. ~~Pursuant~~At toMarch ~~an Application Programming Interface (API) agreement~~31, ~~dated~~2019 ~~October 5, 2015,~~ the ~~Company~~total isindebtedness ~~required~~under tothis ~~pay~~agreement was ~~a minimum annual maintenance fee of~~ $7250,~~500~~822 towhich ~~IRCTC. In the event the agreement~~ is ~~renewed,~~composed ~~the~~of ~~amount based on~~ the ~~number~~principal of ~~active railway agents that use the Company rail booking services on the Company’s platform will be payable annually. On September 30~~$250,000 ~~2017,~~and ~~the~~accrued ~~Company renewed its agreement with the IRCTC~~ and ~~paid~~unpaid aninterest ~~annual maintenance fee~~ of $~~8,600~~822. ~~based~~No oninterest ~~the number of active railway agents it~~ has ~~enrolled~~been topaid on ~~book~~this ~~rail tickets~~obligation.

448. RELATED PARTY TRANSACTION

~~Table~~On April 1, 2017, the board approved the compensation of ~~Contents~~Deepak Sharma, President of the Corporation, be fixed at USD 250,000/- per year for the next three year period beginning April 1, 2017 to year ending March 31, 2020, payments to be made in monthly installments on the last day of each month. The Company has paid $ 75,000 in executive compensation in the financial year ending March 31, 2019 compared to no payments for the fiscal year ending March 31, 2018. The Company accrued the total executive compensation payable of $425,000 and $250,000 for the fiscal year ending March 31, 2019 and 2018 respectively.

~~Until~~The ~~December 8, 2015, the~~ Company ~~shared~~has ~~office~~outstanding ~~space~~balance ~~with Maxim Group LLC. The majority member~~ of ~~Maxim~~$14,364 ~~Group~~due ~~LLC~~from isour ~~the~~directors ~~sole~~or ~~stockholder~~their affiliates offor ~~Maxim~~each ~~Kelyfos, LLC, which owned 93%~~ of the ~~Company’s~~fiscal ~~common~~years ~~stock~~ended ~~outstanding~~March ~~prior~~31, to2019 ~~the~~and ~~acquisition of Sunalpha by the Company~~2018.

~~Through~~The ~~Sunalpha, the~~ Company ~~currently~~has ~~occupies~~outstanding ~~approximately~~balance 2of $13,~~455~~828 ~~square~~and ~~feet~~$0 ofdue ~~office~~to ~~space~~our ~~owned~~directors or bytheir aaffiliates ~~director~~for of the ~~Company~~fiscal onyears aended ~~rent free basis. As of~~ March 31, ~~2018~~2019 and ~~2017,~~2018 ~~the Company has not paid any rent~~respectively. ~~The Company is expected to pay market rate rent once the Company is profitable.~~

The Company has ~~leased~~accrued ~~office~~interest ~~space~~on innotes ~~Ahmedabad~~of $508,531 and ~~India effective from March 1~~$323,983 ~~2016~~ for arelated ~~term~~parties offor ~~five years. The operations of~~ the ~~Company~~fiscal ~~are~~year ~~being~~ending ~~undertaken~~March ~~from the new premises. The Company will pay approximately $1~~31,~~260~~ ~~per~~2019 ~~month~~and ~~pursuant~~2018 ~~to the lease agreement~~respectively.

The ~~Company~~above ~~entered~~related ~~into~~party atransactions are ~~consulting~~not ~~agreement~~necessarily ~~effective~~indicative ~~May~~of ~~24, 2016 with LogiCore Strategies, LLC (“LogiCore”), pursuant to which Richard J. Shaw serves as~~ the ~~Company’s~~amounts ~~Chief~~and ~~Financial~~terms ~~Officer.~~that ~~The~~would ~~Company~~have ~~compensates~~been ~~LogiCore~~incurred ~~for~~had ~~Mr.~~comparable ~~Shaw’s~~transactions ~~time~~been atentered with anindependent ~~annual rate of $60,000~~parties.

169. STOCKHOLDERS’ ~~Subsequent~~EQUITY ~~Events~~

~~The~~During ~~Company~~fiscal ~~has~~2019 ~~evaluated~~the ~~subsequent~~Company ~~events~~issued ~~through~~and ~~June~~sold 29214,286 share ~~2018,~~of ~~the~~Company’s ~~date~~common onstock; ~~which~~par ~~the~~value ~~financial~~$0.0001 ~~statements~~pursuant ~~were~~to ~~available~~a private placement. The purchase price per share was $0.70 resulting in aggregate proceeds of $150,000 to bethe ~~issued~~Company.

45During fiscal 2019 the Company issued and sold 785,715 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 $550,000 to the Company. The Company issued approximately 1,571,430 warrants pursuant to the 785,715 units listed above during fiscal year March 31, 2019, which had minimal impact on the earning per share calculation for the fiscal year ending March 31, 2019. This Warrant shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date of this Warrant at an exercise price of $0.01.

~~Table of Contents~~45

~~ITEM~~Table 9.of ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Contents

~~None.~~Warrants:

~~ITEM~~The ~~9A. CONTROLS~~following ~~AND~~table ~~PROCEDURES~~is the summary of warrant activities:

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

	Shares Underlying Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding at March 31, 2018		-		-		-
Issued		1,571,430	$	0.01		3.0
Exercised		-		-		-
Expired		-		-		-
Outstanding at March 31, 2019		1,571,430	$	0.01		3.0

~~Our~~Equity ~~principal~~Compensation executive officer and our principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.Plan

~~Management’s~~On ~~Annual~~April ~~Report~~15, on2016, ~~Internal~~we ~~Control~~adopted ~~Over~~the ~~Financial~~TripBorn, ~~Reporting~~Inc. 2016 Stock Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the plan.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended10. INCOME ~~The~~TAX Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	Year Ended March 31,
	2019		2018
Current expense (benefit):
Federal	$	-	$	-
State		-		-
Total current expense (benefit):		-		-

Deferred expense (benefit):
Federal		-		199,720
Foreign jurisdiction income tax		-		26,611
Total deferred expense (benefit):		-		226,331

Total income tax expense (benefit):	$	-	$	226,331

~~The~~There ~~Company’s~~were ~~management~~no ~~assessed~~current ~~the~~or ~~effectiveness~~deferred ofincome ~~the~~tax ~~Company’s~~provision for ~~internal~~the ~~control~~year ~~over~~ended ~~financial reporting as of~~ March 31, ~~2018.~~2019 Inbecause ~~making this assessment,~~ the Company’s ~~management~~has ~~used~~incurred ~~the~~operating ~~criteria~~losses ~~set~~since ~~forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission~~inception. ~~Based~~A onreconciliation ~~this assessment, management concluded that, as~~ of ~~March 31, 2018,~~ the Company’'s tax ~~internal~~provision ~~control~~for ~~over~~(benefit ~~financial~~from) ~~reporting~~income istaxes ~~effective~~as ~~based~~computed onby ~~those~~applying ~~criteria.~~by ~~This~~applying ~~annual report does not include an attestation report of~~ the ~~Company’s independent registered public accounting firm regarding the Company’s internal control over financial reporting~~U.S. ~~Management’s~~statutory ~~report~~income ontax ~~internal~~rate ~~control over financial reporting was not subject~~ to ~~attestation by~~ the Company’'s effective ~~independent~~income ~~registered~~tax ~~public~~rate ~~accounting~~is ~~firm~~as ~~pursuant to the rules and regulations of the SEC that permit the Company to provide only its management’s report on internal control over financial reporting in this annual report.~~follows:

Changes in Internal Control Over Financial Reporting

	Year Ended March 31,
	2019			2018
Tax expense, at U.S. federal statutory Rate		21.00	%		21.00	%
Foreign jurisdiction income tax		4.75	%		4.75	%
Valuation allowance		(25.75	)%		(25.75	)%
	$	-		$	-

~~There~~The ~~has~~net ~~been~~deferred noincome ~~change~~tax inasset ~~our~~balance ~~internal~~related to ~~control over financial reporting that occurred during~~ the ~~last fiscal quarter covered by this annual report (our fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~ following:

ITEM 9B. OTHER INFORMATION

	Year Ended March 31,
	2019			2018
Stock Compensation	$	16,205		$	-
Depreciation		585			3,066
Amortization		97,471			(7,460	)
Net operating losses		576,103			369,096
Total Deferred tax assets	$	690,363		$	364,702
Less: Allowance for deferred tax assets		(690,363	)		(364,702	)
Net deferred tax asset (liability)	$	-		$	-

~~None~~US Federal net operating loss carry forwards as of March 31, 2019 is $2,562,547. The net operating losses from January 1, 2018 may be carry forward indefinitely and losses prior to January 1, 2018 expire after 20 years under prior law. Foreign subsidiary net operating loss carry forwards as of March 31, 2019 is $527,019. The net operating losses from March 31, 2019 may be carry forward for indefinitely.

Table of Contents

~~PART~~Future ~~III~~realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of March 31, 2019, and 2018, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, which included the results of operations for the current and preceding years. The Company also considered whether there was any currently available information about future years. Because long-term contracts are not a significant part of the Company's business, future results cannot be reliably predicted by considering past trends or by extrapolating past results. Moreover, the Company's earnings are strongly influenced by national economic conditions and have been volatile in the past.

~~ITEM~~The 10calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ~~DIRECTORS~~ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, ~~EXECUTIVE~~including ~~OFFICERS~~resolutions ~~AND~~of ~~CORPORATE~~any ~~GOVERNANCE~~related appeals or litigation processes, on the basis of the technical merits.

1We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a result of the evaluation of new information not previously available. ~~Directors~~Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of March 31, 2019, and 2018 ~~Executive~~we ~~Officers~~have not recorded any uncertain tax positions in our financial statements.

~~The~~11. EARNINGS ~~following~~AND ~~table~~LOSS ~~sets~~PER ~~forth~~SHARE ~~the name, age and position of each of our directors and executive officers as of March 31, 2018.~~

Name	Age	Position	Year First Elected Director
Deepak Sharma	42	President, Chief Executive Officer and Director	2015
Sachin Mandloi	40	Vice President and Director	2015
Richard J. Shaw	50	Chief Financial Officer and Treasurer	N/A

ASC 260, “Earnings Per Share” requires presentation of basic earnings per share and dilutive earnings per share.

The ~~following~~computation ~~includes~~of abasic ~~brief~~earnings ~~biography~~(loss) ~~for~~per ~~each~~share ofis computed ~~our~~by ~~directors~~dividing ~~and~~earnings ~~executive~~(loss) ~~officers,~~available ~~with~~to ~~each~~common ~~director~~shareholders ~~biography~~by ~~including~~the ~~information~~weighted ~~regarding~~average ~~the~~number ~~experiences,~~of ~~qualifications,~~outstanding ~~attributes~~common orshares during ~~skills~~the ~~that~~period. ~~caused~~Diluted ~~our~~earnings ~~board~~per ofshare ~~directors~~gives effect to ~~determine~~all ~~that~~dilutive ~~each~~potential ~~member~~common ofshares ~~our~~outstanding ~~board~~during ofthe ~~directors~~period. The ~~should~~computation ~~serve~~of asdiluted aearnings ~~director.~~per ~~There~~share ~~are~~does nonot ~~family~~assume ~~relationships~~conversion, ~~among~~exercise ~~any~~or contingent exercise of ~~our~~securities ~~directors~~that orwould have ~~executive~~an ~~officers~~anti-dilutive effect.

~~Deepak~~The ~~Sharma~~Company has ~~served~~outstanding asconvertible ~~our~~debt ~~President~~of $2,095,483 which ~~Chief~~converts ~~Executive~~into ~~Officer~~36,122,380 ~~and~~company’s acommon ~~director~~stock, ~~since~~which ~~December~~may ~~2015.~~cause Hediluted ~~served~~earnings asper ~~our Chief Financial Officer from December 2015 to May 2016~~share. ~~Mr.~~Since ~~Sharma~~the ~~founded~~Company ~~our~~has only ~~Indian~~incurred ~~operating subsidiary~~losses, ~~Sunalpha~~basic and ~~has~~diluted ~~been~~loss ~~serving~~per asshare ~~its~~are ~~managing~~the ~~director~~same ~~and~~as ~~President~~potentially ~~since~~dilutive ~~2010.~~shares ~~Mr.~~have ~~Sharma~~been isexcluded from the calculation ~~President~~ of ~~Alphatech~~diluted ~~Systems~~net ~~and~~loss ~~Consulting~~per ~~Inc.,~~share anas ~~information~~their ~~technology~~effect ~~service~~would ~~company~~be ~~that he founded in 2006~~anti-dilutive. ~~Alphatech provides customer solutions including software development and maintenance services.~~

The ~~board~~Company ofissued ~~directors~~approximately ~~believes~~1,571,430 ~~that~~warrants during ~~Mr.~~fiscal ~~Sharma’s~~year ~~institutional~~March ~~knowledge~~31, as2019, awhich ~~founder~~had ofminimal ~~the~~impact ~~company~~on asthe ~~well~~earning asper ~~his~~share ~~experience~~calculation infor ~~business~~the ~~development~~fiscal ~~and~~year ~~software~~ending ~~product~~March 31, ~~development are crucial to successfully growing our business~~2019.

~~Sachin~~A ~~Mandloi~~reconciliation ~~has~~of ~~served~~net asincome ~~our Vice President~~ and aweighted ~~director~~average shares ~~since~~used ~~December~~in ~~2015.~~computing ~~Mr.~~basic ~~Mandloi is responsible for technology development, quality assurance~~ and ~~product~~diluted ~~delivery.~~net ~~Mr.~~income ~~Mandloi~~per share is the founder and president of Takniki Communications, an information technology service company formed under the laws of the Republic of India that provides information technology solutions, including software development and maintenance services. Mr. Mandloi has served as ~~the President of Takniki Communications since he founded it in 1998. Mr. Mandloi has served as a director of our Indian operating subsidiary, Sunalpha since 2014.~~follows:

The board of directors believes that Mr. Mandloi’s experience in software development and maintenance in India, as well as his in-depth knowledge of digital marketing and data analytics are crucial to successfully growing our business.

	Years ended March 31,
	2019			2018
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$	(1,268,047	)	$	(2,259,067	)
Weighted average common shares outstanding		96,211,435			91,287,934
Basic net income (loss) per share of common stock	$	(0.01	)	$	(0.02	)

~~Richard J~~12. COMMITMENTS Shaw has served as our Chief Financial Officer and Treasurer since May 2016. Mr. Shaw has served as the President of LogiCore Strategies, LLC, a financial and business advisory services firm, since June 2014. Mr. Shaw also has served as Chief Financial Officer of BirchBioMed, Inc., a clinical-stage biomedical company focused on the commercialization, clinical evaluation and development of anti-scarring drugs, autoimmune therapeutics/therapies and novel strategies for transplantation, since March 2016, as Chief Financial Officer of FastPencil, Inc., since February 2017, and as Chief Financial Officer of Jerash Holdings (US), Inc., since May 2017. Previously, Mr. Shaw served as Chief Operating Officer of Roberts Office Furniture Concepts, a designer, manufacturer and remanufacturer of sustainable office furniture and workplace systems, from September 2013 to June 2016. Previously, Mr. Shaw served as Chief Financial Officer of High Peaks Hospitality, LLC, an independent hotel ownership, development construction and management company from June 2012 to August 2013, and Chief Financial Officer of Harden Furniture, Inc., a manufacturer of solid wood furniture and upholstery from May 2008 to June 2012. Mr. Shaw earned a BS in Accounting from LeMoyne College and is a Certified Public Accountant, licensed by the State of New York.

~~Section~~The ~~16(~~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) ~~Beneficial~~agreement, ~~Ownership~~dated ~~Reporting~~October ~~Compliance~~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.

WeSince doMarch ~~not~~2016, ~~have~~we aalso ~~class~~lease ofapproximately ~~equity~~4,080 ~~securities~~square feet ~~registered~~of ~~pursuant~~office tospace ~~Section~~for 12our oftechnology ~~the~~center ~~Exchange~~in ~~Act.~~Bangalore, ~~Accordingly~~Karnataka India, ~~our~~for ~~directors~~which we currently pay approximately $6,270 ~~officers~~per month ~~and~~including ~~persons~~annual ~~who~~maintenance ~~own~~charges. ~~more~~This ~~than~~lease ~~ten~~is ~~percent~~continued ofwith ~~our~~expiration ~~common~~dates ~~stock~~through ~~are~~December ~~not~~2024. ~~required~~We tobelieve ~~file~~these properties ~~with~~suit ~~the~~our ~~Securities~~operations and ~~Exchange~~business ~~Commission~~needs ~~initial~~and ~~reports~~that ofadequate, ~~ownership~~suitable orlease ~~reports~~space ofwill ~~changes~~continue into ~~ownership~~be available to meet our needs. No lease payment is due as of March 31, 2019. Following table describes our ~~common~~obligation ~~stock~~for the next five year from the lease.

~~Director Independence~~47

~~Although~~Table ~~our shares are not listed on The NASDAQ Capital Market or any other exchange, we use the independence standards~~ of the NASDAQ Listing Rules in evaluating the independence of our directors. Our directors, Deepak Sharma and Sachin Mandloi do not meet the definition of “independent directors” as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules due to their relationships with us as founders of our Indian operating subsidiary. In the future, if we list our common stock on The NASDAQ Capital Market or another national securities exchange, we will be required to have a majority of independent directors and we intend to comply with applicable requirements relating to director independence in connection with such listing.Contents

Financial Year	Estimated Annual Lease Charges
2020	$75,272
2021	$80,067
2022	$85,116
2023	$90,549
2024	$96,401
2025	$72,301

~~Table~~Through Sunalpha, the Company currently occupies approximately 2,455 square feet of ~~Contents~~office space owned by a CEO of the Company on a rent-free basis. As of March 31, 2019, and 2018, the Company has not paid any rent.

~~Code~~13. SUBSEQUENT ofEVENTS ~~Ethics~~

WeThe ~~intend~~Company towill ~~adopt~~make aacquisitions ~~code~~at ofprices ~~ethics~~above the ~~that~~determined ~~applies~~fair tovalue ~~our~~of ~~officers~~the acquired identifiable net assets, ~~directors~~resulting ~~and~~in ~~employees~~goodwill, ~~including~~due ~~our~~to ~~principal~~expectations ~~executive~~of ~~officer~~the ~~and~~synergies that ~~principal~~will ~~accounting~~be ~~officer~~realized by the combining the businesses. Acquisition will be accounted for by using the purchase method of accounting, and ~~but~~the ~~have~~acquired ~~not~~company’s ~~done~~results sowill tobe ~~date~~included ~~due~~in tothe ~~our~~accompanying ~~relatively~~financial ~~small~~statements ~~size~~from their respective dates of acquisition. Acquisition transaction costs will be recorded in selling, general and administrative expenses as incurred.

~~Committees~~The Company has entered into an agreement to acquire 51% of PRAMA Hotels and Resorts Limited (“PRAMA”) for approximately $3,242,857, consisting of $1,400,000 in cash and $1,842,857 in common stock (2,632,653 shares). The transaction is subject to customary closing conditions, including regulatory approvals. The Company closed on its acquisition on April 22, 2019, whereby the ~~Board~~company acquired 51% of ~~Directors~~PRAMA. The Company expects to determine the preliminary purchase price allocation prior to the end of the first quarter of FYE 2020. The Company recorded the issuance of 2,632,653 common shares at a price of $0.70 per shares and equity of approximately $1,842,857 for the acquisition.

WeThe ~~expect~~Company issued ~~our~~aggregate ~~board~~ of ~~directors~~1, ~~in the future~~489,443 tounits ~~appoint~~at anprice ~~audit~~$0.70 ~~committee, nominating committee~~ and ~~compensation~~received ~~committee~~approximately ~~and to adopt charters relative to each such committee~~$1,042,610. We ~~intend~~Each tounit ~~appoint~~consists ~~such persons to committees~~ of ~~the~~one ~~board~~share of ~~directors as are expected to be required to meet~~ the Company’s ~~corporate~~common ~~governance~~stock ~~requirements~~and ~~imposed~~two bywarrants ~~a national securities exchange, although we are not required~~ to ~~comply~~purchase ~~with~~common ~~such requirements until we elect to seek a listing on a national securities exchange~~stock. In ~~addition,~~Each wewarrant ~~intend~~can ~~that~~be exercised at ~~least~~any ~~one~~time ofprior ~~our~~to ~~directors who serves on our audit committee will qualify as an “audit committee financial expert~~June 30,” ~~within~~2022 for the ~~meaning~~purchase of ~~Item~~one ~~407(d)(5)~~share of ~~Regulation S-K, as promulgated by~~ the ~~Securities~~Company’s ~~and~~common ~~Exchange~~stock ~~Commission.~~at ~~We do not currently have~~ an ~~“audit~~exercise ~~committee~~price ~~financial~~of ~~expert” since we currently do not have an audit committee in place~~$0.01.

~~ITEM~~In ~~11.~~June ~~EXECUTIVE~~2019, the ~~COMPENSATION~~Company issued 1,571,430 shares for the warrants that were outstanding and received approximately $15,714.

AsIn aJune ~~smaller~~2019, the ~~reporting~~Company ~~company~~has ~~under~~issued the ~~Securities~~25,462,167 ~~Exchange~~shares ~~Act~~ of ~~1934,~~common asstock ~~amended,~~and wereduced ~~are~~its ~~providing~~liabilities ~~the~~by ~~following~~approximately ~~executive~~$1,150,483 ~~and~~in ~~director~~connection with ~~compensation~~related ~~information~~parties inconvertible ~~accordance~~note ~~with~~conversion. The interest on the ~~scaled~~convertible ~~disclosure~~notes ~~requirements~~are ofoutstanding ~~Regulation~~and ~~S-K~~not been paid.

InTo ~~compliance~~ensure ~~with Instruction 4 to Item 402(m) of regulation S-K, we have omitted~~ the Company ~~Summary~~had ~~Compensation,~~adequate ~~Outstanding Equity Awards at Fiscal Year~~near-~~End~~term ~~and~~liquidity ~~Director~~to ~~Compensation~~fund ~~tables~~its ~~because we did not award or pay~~acquisition, ~~and~~Company ~~our~~borrowed ~~named executive officer and directors did not otherwise earn~~$300,000 ~~any~~from ~~compensation~~ARNA ~~with~~GLOBAL ~~respect~~LLC ~~to our last two fiscal years ended March 31~~(“Arna”), which ~~2018 and March 31, 2017. Our named executive officer~~ is ~~Deepak~~wholly ~~Sharma.~~owned ~~Mr.~~by ~~Sharma serves as~~ our ~~President,~~president ~~Chief Executive Officer,~~ and ~~as a~~ director. We doThese ~~not~~funds ~~have~~were ~~any~~utilized ~~other~~for ~~executive~~working capital ~~officers~~and ~~whose~~acquisition ~~total~~purposes ~~compensation~~and ~~exceeds~~entire principle of $~~100~~300,000~~. Mr.~~ ~~Sachin~~was ~~Mandloi,~~returned ~~who~~on ~~serves~~July ~~as our Vice President~~8, ~~is also a director~~2019.

WeITEM ~~are not party to any employment agreements or other agreements with Messrs~~9. ~~Sharma~~CHANGES ~~and~~IN ~~Mandloi. Effective~~AND ~~May~~DISAGREEMENTS ~~24,~~WITH ~~2016,~~ACCOUNTANTS weON ~~entered~~ACCOUNTING ~~into~~AND aFINANCIAL consulting agreement with LogiCore Strategies, LLC, pursuant to which Richard J. Shaw serves as our Chief Financial Officer and Treasurer. We compensate LogiCore for Mr. Shaw’s time as an independent contractor at an annual rate of $60,000. We will reimburse Mr. Shaw for reasonable travel expenses. The consulting agreement has a one-year term that is automatically renewable for subsequent one year terms unless terminated by either party. DISCLOSURE

1None. ~~Equity Compensation Plan~~

OnITEM ~~April 15, 2016, we adopted the TripBorn, Inc~~9A. ~~2016~~CONTROLS ~~Stock~~AND Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the plan.PROCEDURES

~~Director~~Management’s ~~Compensation~~Report on Disclosure Controls and Procedures

~~Each~~Under the supervision and with the participation of our senior ~~directors~~management, isincluding our chief executive officer and chief financial officer, we conducted an ~~employee~~evaluation of the ~~Company~~effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and ~~therefore~~15d-15(e) dounder ~~not~~the ~~receive~~Securities Exchange ~~any~~Act ~~additional~~of ~~compensation~~1934, ~~for~~as ~~services~~amended (the "Exchange Act"), as aof ~~director~~the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"). ~~The~~ ~~compensation~~Based ~~that~~on wethis ~~pay~~evaluation, toour ~~each~~chief executive officer and chief financial officer concluded as of the Evaluation Date that our ~~directors~~disclosure iscontrols and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is recorded, processed, summarized and reported within the ~~2018~~time ~~Summary~~periods ~~Compensation~~specified ~~Table~~in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~48

~~Beneficial~~Table ~~Owners~~of Contents

~~The~~Management’s ~~following~~Report table provides information as of June 12, 2018, concerning beneficial ownership of our common stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our executive officers and directors as a group and (4) each person or entity we know to beneficially own more than five percent of our common stock. The percentages of shares owned shown in the table below are based on ~~95,711,874~~Internal ~~shares~~Control ofOver Financial our common stock outstanding as of June 12, 2018. According to SEC rules, a person is the “beneficial owner” of securities if he, she or it has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant or right, the conversion of a security or otherwise.Reporting

48Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2019. The ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:

~~Table~~(i) inadequate segregation of ~~Contents~~duties consistent with control objectives; and

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares Beneficially Owned
Named Executive Officers and Directors:
Deepak Sharma(1)(2) President, Chief Executive Officer and Director		35,714,285		37.3%
All directors and executive officers as a group (3 persons)		71,428,570		74.6%
5% Stockholder:
Arna Global LLC(3) 4390 US Route 1, Suite 221 Princeton, NJ 08540		35,714,285		37.3%
Sachin Mandloi(4)
Vice President and Director		35,714,285		37.3%

(ii)

lack of multiple levels of supervision and review.

~~(1)~~A As“material ~~the~~weakness” ~~sole~~is ~~member~~defined as a significant deficiency or combination of ~~Arna~~significant ~~Global~~deficiencies ~~LLC,~~that ~~Mr.~~results ~~Sharma~~in ~~may~~more bethan ~~deemed~~a toremote belikelihood ~~the~~that ~~beneficial~~a ~~owner~~material misstatement of the ~~35,714,285~~annual or ~~shares~~interim ~~held~~financial bystatements ~~Arna.~~will Mrnot be prevented or detected. ~~Sharma~~A ~~has~~“significant ~~sole~~deficiency” ~~voting~~is ~~and~~defined ~~sole~~as ~~dispositive~~a ~~power~~control deficiency, ~~with~~or ~~respect~~combination toof control deficiencies, that adversely affects the 35Company’s ability to initiate,~~714~~ authorize,~~285~~ record, ~~shares~~process, ~~held~~or byreport ~~Arna~~external financial information reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. Management identified the following material weaknesses in the Company’s internal control over financial reporting as of March 31, 2019:

~~(2) Does not include 3,432,234 shares of common stock issuable under the terms of the 10% convertible note held by Mr~~i. ~~Sharma~~lack ~~or the 21,194,381 shares~~ of ~~common~~adequate ~~stock~~US ~~issuable~~GAAP ~~under~~accounting ~~the~~knowledge ~~terms~~to ofidentify ~~the~~and ~~10%~~account ~~convertible~~significant ~~note~~complex ~~held~~transactions byon ~~Arna,~~a intimely ~~each case described under “Certain Relationships and Related Person Transactions” in this Memorandum.~~basis;

~~(3)~~ii. ~~Does~~unable ~~not~~to ~~include~~report ~~21,194,381~~financials ~~shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions”~~ in ~~this~~timely ~~Memorandum.~~manner;

~~(4) Mr~~iii. ~~Mandloi~~inadequate ~~has~~segregation ~~sole~~of ~~voting~~duties ~~and~~consistent ~~sole dispositive power~~ with ~~respect~~control toobjectives; the shares. Does not include 835,552 shares of common stock issuable under the terms of the 10% convertible note held by Mr. Mandloi or the 10,303,070 shares of common stock issued under the terms of the 10% convertible note held by Takniki Communications, in each case described under “Certain Relationships and ~~Related Person Transactions” in this Memorandum.~~

~~Equity~~iv. ~~Compensation~~lack ~~Plan~~of ~~Information~~multiple levels of supervision and review.

~~The~~Deferred ~~following~~Tax ~~table set forth certain information, as of March 31, 2018, with respect to securities authorized for issuance under equity compensation plans. The only security being so offered is our common stock.~~Asset

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	—	—	7,680,000
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	7,680,000

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. As a result, we have identified this as a material weakness. The Company has restated its financial year ending March 31, 2018 for valuation allowance of Deferred Tax.

49We have identified that our information technology security and environment may have material control deficiencies, including but not limited to a lack of retention policy, lack of an audit log, weak password policies, and a lack of security of physical and file security of system.

~~Table~~We ofbelieve ~~Contents~~that the weaknesses identified above have not had any material effect on our financial results. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

~~ITEM~~Our ~~13. CERTAIN~~management ~~RELATIONSHIPS~~will ~~AND~~continue ~~RELATED~~to ~~TRANSACTIONS~~monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, ~~AND~~as ~~DIRECTOR~~necessary ~~INDEPENDENCE~~and as funds allow.

~~Certain~~Because ~~Relationships~~of ~~and~~its ~~Related~~inherent ~~Person~~limitations, ~~Transactions~~internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

InManagement's ~~the~~Remediation course of our development, we have participated in transactions with Deepak Sharma and Sachin Mandloi. Mr. Sharma is the founder and Messrs. Sharma and Mandloi are executive officers and directors of our Indian operating subsidiary, Sunalpha. In addition, Messrs. Sharma and Mandloi have been executive officers and directors of TripBorn since December 2015.Plan

OnThe ~~December~~weaknesses 8,and ~~2015,~~their ~~Arna~~related ~~Global~~risks ~~LLC~~are ~~(“Arna”),~~not ~~which~~uncommon in isa ~~wholly-owned~~company byof our ~~president~~size ~~and~~because ~~director, Deepak Sharma, purchased 71,428,570 shares~~ of ~~our~~the ~~common~~limitations ~~stock~~ in athe ~~private~~size ~~transaction~~and ~~for~~number ~~an aggregate purchase price~~ of ~~$95,500~~staff. OnDue ~~that~~to ~~date, these shares represented 71% of~~ our ~~authorized~~size ~~share capital~~ and ~~93%~~nature, segregation of all ~~our~~conflicting ~~common~~duties ~~stock~~has ~~outstanding.~~not ~~Arna~~always isbeen apossible ~~Delaware~~and ~~limited~~may ~~liability~~not ~~company~~be ~~whose~~economically ~~sole member is Deepak Sharma~~feasible. ~~Immediately prior to the purchase, Maxim Kelyfos, LLC was the beneficial owner of 93% of our outstanding common stock.~~

~~On December 14, 2015, we acquired substantially all of the outstanding shares of Sunalpha from Mr. Mandloi for $95,835.~~49

~~The~~Table ~~above transactions were effected to incorporate our business in the state~~ of ~~Delaware. Therefore, neither Mr. Sharma nor Mr. Mandloi had a quantifiable interest in these transactions.~~Contents

~~On December 16~~However, ~~2015, Arna entered into the Software Agreement with us whereby~~ we ~~succeeded~~plan to ~~the~~take ~~rights~~steps ~~of Arna with respect~~ to ~~our~~enhance ~~proprietary software pursuant to a Software Development Services Agreement between Takniki Communications~~ and ~~Arna.~~improve the ~~Mr.~~design ~~Mandloi,~~of our ~~vice~~internal ~~president~~control ~~and~~over ~~director,~~financial isreporting. During the ~~founder~~period ~~and~~covered ~~President~~by ~~of Takniki Communications. Pursuant to~~ this ~~Software~~annual ~~Agreement,~~report ~~Arna~~on ~~assigned~~Form ~~its rights to the developed software~~10-K, we ~~any~~have ~~further~~not ~~development~~been ~~with~~able ~~respect~~ to ~~the~~remediate ~~software and its rights as licensor of~~ the ~~software~~material toweaknesses ~~Sunalpha~~identified above. To Inremediate ~~consideration~~such ~~for the assignment~~weaknesses, we ~~agreed~~plan to ~~pay~~implement the ~~Arna~~following ~~$956,000,~~changes ~~which~~in isthe ~~evidenced~~current byfiscal ayear ~~convertible~~as ~~promissory~~resources ~~note described below.~~allow:

In(i) ~~connection~~Appoint ~~with~~additional ~~the~~qualified ~~Software~~personnel ~~Agreement,~~to ~~Arna~~address ~~loaned~~inadequate ussegregation ~~$956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate~~ of ~~10%.~~duties ~~The principal amount together with accrued~~ and ~~unpaid~~implement ~~interest~~modifications ~~thereon~~to ~~becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of~~ our ~~common~~financial ~~stock~~controls ~~in connection with a listing on a national securities exchange prior~~ to ~~the~~address March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such ~~term~~inadequacies; ~~is defined in the convertible promissory note. At March 31, 2018 the total indebtedness under this agreement was $1,399,680 which is composed of the principal of $956,000~~ and ~~accrued and unpaid interest of $443,680. No interest has been paid on this obligation.~~

~~Mr.~~(ii) ~~Sharma~~We ~~loaned~~will usattempt ~~$156,407,~~to ~~which~~implement isthe ~~evidenced~~remediation byefforts. aBecause ~~convertible promissory note, dated March 8, 2016, which bears interest at an annual rate~~ of ~~10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In~~ the ~~event~~inherent ~~that~~limitations ~~we complete an “uplist transaction,” which is an underwritten public offering of our common stock~~ in ~~connection~~all ~~with~~control ~~a listing on a national securities exchange prior to the March 7~~systems, ~~2019~~no ~~maturity~~evaluation ~~date, the outstanding principal balance~~ of ~~the~~controls ~~note~~can ~~will~~provide ~~automatically~~absolute ~~convert~~assurance ~~into~~that ~~3,432,234~~all ~~shares~~control ~~of common stock~~issues, ~~which~~if ~~we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date~~any, ~~Mr.~~within ~~Sharma~~our ~~will~~company have ~~the~~been ~~option~~detected. toThese ~~receive~~inherent ~~full~~limitations ~~payment~~include of the ~~outstanding~~realities ~~principal~~that ~~balance~~judgments ~~or the note shares, each together with accrued unpaid interest paid~~ in ~~cash.~~decision-making ~~Mr.~~can ~~Sharma~~be ~~also~~faulty ~~will~~and ~~have~~that ~~the~~breakdowns ~~option~~can tooccur ~~receive~~because ~~full payment~~ of ~~the~~simple ~~outstanding~~error ~~principal~~ or ~~the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note~~mistake. At March 31, 2018 the total indebtedness under this agreement was $228,995 which is composed of the principal of $156,407 and accrued and unpaid interest of $72,558. No interest has been paid on this obligation.

~~Mr.~~Management ~~Mandloi~~believes ~~loaned~~that usdespite ~~$38,076,~~our ~~which~~material isweaknesses set ~~evidenced~~forth ~~by a convertible promissory note~~above, ~~dated~~our ~~March~~financial 8,statements ~~2016,~~for ~~which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In~~ the ~~event~~year ~~that~~ended ~~we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the~~ March 731, 2019 ~~maturity~~are ~~date,~~fairly ~~the outstanding principal balance of the note will automatically convert into 835~~stated,~~552~~ shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in ~~cash.~~all ~~Mr.~~material ~~Mandloi also will have the option to receive full payment of the outstanding principal or the note shares~~respects, ~~each together with accrued unpaid interest paid~~ in ~~cash, in connection~~ accordance with ~~a “sale of the company” as such term is defined in the convertible promissory note~~U. ~~At March 31, 2018 the total indebtedness under this agreement was $55,747 which is composed of the principal of $17,671 and accrued and unpaid interest of $3,860~~S. No ~~interest has been paid on this obligation~~GAAP.

WeChanges ~~lease approximately 2,455 square feet of office space for our principal executive offices~~ in ~~Ahmedabad,~~Internal ~~India.~~Control ~~Currently,~~Over ~~our~~Financial president and director, Deepak Sharma leases this space to us at no charge. If and when our operations become profitable, we expect to enter into a lease agreement to pay market-based rent for the space. We have no immediate plans to enter into a lease agreement with Mr. Sharma.Reporting

50There have been no changes in our internal controls over financial reporting that occurred during the year ended March 31, 2019 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

~~Table~~ITEM of9B. ~~Contents~~OTHER INFORMATION

MrNone. Sharma’s deposits with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50,000 in favor of the International Air Transport Association on behalf of our operating subsidiary, Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2018.

We entered into a consulting agreement effective May 24, 2016 with LogiCore, pursuant to which Richard J. Shaw serves as the Company’s Chief Financial Officer. The Company compensates LogiCore for Mr. Shaw’s time at an annual rate of $60,000. Mr. Shaw wholly owns LogiCore. His interest in the transaction is $60,000.50

WeTable ~~received an advance~~ of ~~$2,501 from Mr. Sharma and $21,457 from Arna for working capital expenses during the first quarter of fiscal 2017. We repaid the advances as of July 11, 2016.~~Contents

OnPART September 23, 2016, we entered into a software development agreement with Takniki Communications to further develop and enhance our online transaction platform, Travelcord. Pursuant to this software development agreement, we agreed to pay a fee of $695,000 upon delivery of enhanced software, which occurred on December 31, 2016. The Company paid for the software development by issuing a convertible promissory note in the principal amount of $695,000 to Takniki Communications with a maturity date of December 31, 2019 and bearing interest at a rate of 10%. The principal amount of this note is convertible into 10,303,070 shares of our common stock at the noteholder’s option at maturity. At March 31, 2018 the total indebtedness under this agreement was $1,017,550 which is composed of the principal of $695,000 and accrued and unpaid interest of $322,550. No interest has been paid on this obligation.III

ITEM 1410. ~~PRINCIPAL~~ ~~ACCOUNTANT~~DIRECTORS, ~~FEES~~EXECUTIVE OFFICERS AND ~~SERVICES~~CORPORATE GOVERNANCE

~~The following table shows fees for professional services provided by RAM Associates CPAs, P~~1.~~C.,~~ Directors ~~our independent registered public accounting firm, during the fiscal year ended March 31, 2018, which we refer to as fiscal year 2018~~ and ~~the~~Executive ~~fiscal year ended March 31, 2017, which we refer to as fiscal year 2017.~~Officers

	Fiscal Year 2018		Fiscal Year 2017
Audit Fees	$	19,500	$	17,650
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees				—
Total	$	19,500	$	17,650

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Audit fees during fiscal year 2018 and fiscal year 2017 were for professional services rendered for the audit of our annual consolidated financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q.

Name	Age	Position	Year First Elected Director
Deepak Sharma	45	President, Chief Executive Officer and Director	2015
Sachin Mandloi	42	Vice President and Director	2015

~~The~~Business Board of Directors pre-approves all auditing services and all permitted non-auditing services (including the fees and terms thereof) to be performed by our independent registered public accounting firm. Experience

~~PART~~The IVfollowing is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

~~ITEM~~Deepak 15Sharma has served as our President, Chief Executive Officer and a director since December 2015. ~~EXHIBITS~~ He is also serving as our Chief Financial Officer. Mr. Sharma is the President of Alphatech Systems and Consulting Inc., ~~FINANCIAL~~an ~~STATEMENT~~information ~~SCHEDULES~~technology service company that he founded in 2006. Alphatech provides customer solutions including software development and maintenance services.

~~(a)~~The ~~Financial~~board ~~Statements~~of directors believes that Mr. ~~See~~Sharma’s institutional ~~Index~~knowledge toas ~~Financial~~a ~~Statements~~founder ~~included~~of the company as well as his experience in ~~Item~~business 8development ofand ~~Part~~software IIproduct ofdevelopment are ~~this~~crucial ~~report~~to successfully growing our business.

~~(b)~~Sachin ~~Financial~~Mandloi ~~Statement~~has ~~Schedules~~served as our Vice President and a director since December 2015. ~~None~~Mr. Mandloi is responsible for technology development, quality assurance and product delivery. Mr. Mandloi is the founder and president of Takniki Communications, an information technology service company formed under the laws of the Republic of India that provides information technology solutions, including software development and maintenance services. Mr. Mandloi has served as the President of Takniki Communications since he founded it in 1998. Mr. Mandloi has served as a director of our Indian operating subsidiary, Sunalpha since 2014.

~~(c)~~The ~~Exhibits~~board of directors believes that Mr. ~~See~~Mandloi’s experience ~~Index~~in tosoftware ~~Exhibits~~development ~~contained~~and maintenance in ~~this~~India, ~~report~~as well as his in-depth knowledge of digital marketing and data analytics are crucial to successfully growing our business.

51Employment Agreements

~~Table~~We have no formal employment agreements with any of ~~Contents~~our directors or officers.

~~SIGNATURES~~ Family Relationships

~~Pursuant~~There toare ~~the~~no ~~requirements~~family ofrelationships ~~Section 13~~between orany ~~15(d)~~ of ~~the Securities Exchange Act of 1934~~our directors, ~~the~~executive ~~registrant~~officers ~~has~~and ~~duly~~proposed ~~caused~~directors ~~this~~or ~~report~~executive ~~to be signed on its behalf by the undersigned, thereunto duly authorized~~officers.

	TRIPBORN, INC.
Date: June 29, 2018	By:	/ S / Deepak Sharma
	Name:	Deepak Sharma
	Title:	President & Chief Executive Officer

Involvement in Certain Legal Proceedings

~~Pursuant~~To to the ~~requirements~~best of ~~the~~our ~~Securities~~knowledge, ~~Exchange~~none ~~Act~~ of ~~1934,~~our ~~this~~directors ~~report~~or executive officers has, ~~been~~during ~~signed below by~~ the ~~following~~past ~~persons~~ten ~~on behalf of the registrant and in the capacities indicated below on June 29, 2018.~~years:

~~Signature~~1. ~~Title~~been ~~/s/~~convicted ~~Deepak~~in ~~Sharma~~a ~~Chief~~criminal ~~Executive~~proceeding ~~Officer,~~or ~~President,~~been ~~and~~subject ~~Director~~to ~~Deepak~~a ~~Sharma~~pending ~~(Principal~~criminal ~~Executive~~proceeding ~~Officer) /s/ Richard J. Shaw Chief Financial Officer Richard J. Shaw~~ (~~Principal~~excluding ~~Financial~~traffic ~~and~~violations ~~Accounting Officer) /s/ Sachin Mandloi Vice President~~ and ~~Director~~other ~~Sachin~~minor ~~Mandloi~~offences);

~~SUPPLEMENTAL~~2. ~~INFORMATION~~had TOany BEbankruptcy ~~FURNISHED~~petition ~~WITH~~filed ~~REPORTS~~by ~~FILED~~or ~~PURSUANT~~against TOthe ~~SECTION~~business ~~15(d)~~or OFproperty ~~THE~~of ~~ACT~~the BYperson, ~~REGISTRANTS~~or ~~WHICH~~of ~~HAVE~~any ~~NOT~~partnership, ~~REGISTERED~~corporation ~~SECURITIES~~or ~~PURSUANT~~business TOassociation ~~SECTION~~of 12which OFhe ~~THE~~was ~~ACT.~~a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

No3. ~~annual~~been ~~reports~~subject to ~~security~~any ~~holders~~order, ~~covering~~judgment, ~~TripBorn~~or decree, ~~Inc.’s~~not ~~last~~subsequently ~~fiscal~~reversed, ~~year~~suspended ~~have~~or ~~been~~vacated, ~~sent~~of toany ~~its~~court ~~security~~of ~~holders. No~~competent ~~proxy~~jurisdiction ~~statement~~or federal or state authority, ~~form~~permanently ofor ~~proxy~~temporarily enjoining, barring, suspending or ~~other~~otherwise ~~proxy~~limiting, ~~soliciting~~his ~~material~~involvement ~~have~~in ~~been~~any ~~sent~~type toof ~~TripBorn~~business, ~~Inc.’s~~securities, ~~security~~futures, ~~holders~~commodities, ~~during~~investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such ~~period.~~activity;

524. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

~~Table of Contents~~51

~~Index~~Table toof ~~Exhibits~~Contents

Exhibit No.		Exhibit Description
2.1		Stock Purchase Agreement, dated as of December 8, 2015 among PinstripesNYC, Inc., Arna Global LLC and Maxim Kelyfos, LLC, incorporated herein by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
2.2		Share Transfer Agreement, dated December 14, 2015 between PinstripesNYC, Inc. and Sachin Kamalkishore Mandloi, , incorporated herein by reference from Exhibit 2.2 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
3.1		Certificate of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
3.2		Certificate of Amendment to the Certificate of Incorporation, incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
3.3		Amended and Restated Bylaws, incorporated herein by reference from Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
4.1		Form of Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
4.2		Form of 10% convertible notes due March 7, 2019, incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
4.3		Form of 6% convertible notes due February 8, 2019, incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
10.1		Software Agreement, effective as of December 16, 2015, between Arna Global LLC and TripBorn, Inc., incorporated herein by reference from Exhibit 10.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.
10.2		Software Development Agreement, dated January 26, 2015 between Takniki Communications (India) and Arna Global LLC, incorporated herein by reference from Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.
10.3		Letter Agreement, dated December 16, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited, incorporated herein by reference from Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.
10.4		Software Licensing Agreement, dated April 1, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited, incorporated herein by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
10.5		Agreement, dated October 5, 2015 between Sunalpha Green Technologies Private Limited and Indian Railway Catering and Tourism Corporation Limited, incorporated herein by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

536. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Table~~Code of ~~Contents~~Ethics

10.6		Note Purchase Agreement between TripBorn Inc. and the Investors party thereto, dated February 8, 2016, incorporated herein by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
10.7*		TripBorn, Inc. 2016 Stock Incentive Plan, incorporated herein by reference from Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
10.8*		Form of Nonqualified Stock Option Award Notice under the TripBorn, Inc. 2016 Stock Incentive Plan, incorporated herein by reference from Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on April 18, 2016.
10.9*		Consulting Agreement, effective May 24, 2016 between TripBorn, Inc. and LogiCore Strategies, LLC, incorporated herein by reference from Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210821) filed on July 19, 2016.
10.10		Software Development Agreement, dated September 23, 2016, between TripBorn, Inc. and Takniki Communications, incorporated herein by reference from Exhibit 10.4 to the Company’s quarterly report on Form 10-Q filed on September 23, 2016.
10.11		Application Programming Interface (API) Agreement, dated September 30, 2016, by and between Sunalpha Green Technologies Private Limited and the Indian Railway Catering and Tourism Corporation Limited, incorporated herein by reference from Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on November 21, 2016.
10.12		10% convertible note, dated December 31, 2016 issued to Takniki Communications, incorporated herein by reference from Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on February 14, 2017.
10.13		Form of Letter Agreement, dated July 14, 2017, Amending the Note Purchase Agreement, dated February 2, 2016, by and between the Company and the Investors party thereto, , incorporated herein by reference from Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on August 14, 2017.
21		List of Subsidiaries, as filed with out Registration on Form S-1 (File No. 333-220381) on September 7, 2017.
31.1		Certification of TripBorn, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of TripBorn, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of TripBorn, Inc. Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of TripBorn, Inc. Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.INS		XBRL Instance Document
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.SCH		XBRL Taxonomy Extension Schema Linkbase
101.DEF		XBRL Taxonomy Extension Schema Linkbase

We have not adopted a Code of Business Conduct and Ethics.

*Board ~~Indicates~~and aCommittee ~~management contract or compensatory plan, contract, or arrangement~~Meetings

54Our board of directors held twelve formal meetings and executed eight consents during the year ended March 31, 2019. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Director Independence

Although our shares are not listed on The NASDAQ Capital Market or any other exchange, we use the independence standards of the NASDAQ Listing Rules in evaluating the independence of our directors. Our directors, Deepak Sharma and Sachin Mandloi do not meet the definition of “independent directors” as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules due to their relationships with us as founders of our Indian operating subsidiary. In the future, if we list our common stock on The NASDAQ Capital Market or another national securities exchange, we will be required to have a majority of independent directors and we intend to comply with applicable requirements relating to director independence in connection with such listing.

Committees of the Board of Directors

We expect our board of directors, in the future, to appoint an audit committee, nominating committee and compensation committee and to adopt charters relative to each such committee. We intend to appoint such persons to committees of the board of directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek a listing on a national securities exchange. In addition, we intend that at least one of our directors who serves on our audit committee will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated by the Securities and Exchange Commission. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to our principal executive officers:

SUMMARY COMPENSATION TABLE

Name and Principal
Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity
Incentive

Plan

Compensation
($)

Change in Pension

Value and
Nonqualified Deferred
Compensation
Earnings

($)

All

Other

Compensation

($)

Total

($)

Deepak Sharma,

President & CEO

2019

2018

$75,000

Sachin Mandloi,

Vice President

2019

2018

$35,743

Table of Contents

Director Compensation

Each of our directors is an employee of the Company, and therefore do not receive any additional compensation for services as a director. The compensation that we pay to each of our directors is disclosed in the Summary Compensation Table.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Owners

The following table provides information as of fiscal year ending March 31, 2019, concerning beneficial ownership of our common stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our executive officers and directors as a group and (4) each person or entity we know to beneficially own more than five percent of our common stock. The percentages of shares owned shown in the table below are based on 138,649,198 shares which consist of 97,190,435 of our common stock outstanding as of March 31, 2019 and 41,458,763 of future conversion shares. According to SEC rules, a person is the “beneficial owner” of securities if he, she or it has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant or right, the conversion of a security or otherwise.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares Beneficially Owned

Named Executive Officers and Directors:
Deepak Sharma President and Director 4390 US Route 1, Suite 221 Princeton, NJ 08540		60,340,900		43.52	%

Sachin Mandloi Vice President and Director		46,852,907		33.79	%

*ARNA GLOBAL LLC own shares in Tripborn Inc. through features associated with convertible debt. Deepak Sharma is beneficial owner of the ARNA GLOBAL LLC.

* TAKNIKI COMMMUNICATION own shares in Tripborn Inc. through features associated with convertible debt. Sachin Mandloi is beneficial owner of the TAKNIKI COMMMUNICATION.

Equity Compensation Plan Information

The following table set forth certain information, as of March 31, 2019, with respect to securities authorized for issuance under equity compensation plans. The only security being so offered is our common stock.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	—	—	7,680,000

Equity compensation plans not approved by security holders	—	—	—
Total	—	—	7,680,000

Certain Relationships and Related Person Transactions

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the year ended March 31, 2019, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Table of Contents

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services.

Principal accountant fees for audit for the fiscal year 2019 performed by Friedman LLP and for fiscal year 2018 for audit and for fiscal year 2019 review services performed by Ram Associates is as follows:

	Fiscal Year 2019		Fiscal Year 2018
Audit Fees	$	63,000	$	16,650
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees				—
Total	$	63,000	$	16,650

Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements. See Index to Financial Statements included in Item 8 of Part II of this report.

(b)

Financial Statement Schedules. None.

(c)

Exhibits. See Index to Exhibits contained in this report.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRIPBORN, INC.

Date: September 12, 2019	By:	/ S / Deepak Sharma
	Name:	Deepak Sharma
	Title:	President & Chief Executive Officer

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


Signature		Title
/s/ Deepak Sharma Deepak Sharma		Chief Executive Officer, President, and Director (Principal Executive Officer)

/s/ Deepak Sharma Deepak Sharma		Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Sachin Mandloi Sachin Mandloi		Vice President and Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual reports to security holders covering TripBorn, Inc.’s last fiscal year have been sent to its security holders. No proxy statement, form of proxy or other proxy soliciting material have been sent to TripBorn, Inc.’s security holders during such period.

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INDEX OF EXHIBITS

Number	Exhibit Description
Exhibit 31.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Filing Compare · TripBorn, Inc.