UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~ 31June 30, ~~2018~~2019

OR or

¨ 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~~file ~~Number:~~ 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~~762 Perthshire Pl, ~~Venus~~Abingdon, ~~Atlantis~~MD ~~Corporate~~21009 ~~Park~~(Address of principal executive offices)

~~Near~~Registrant’s ~~Prahalad~~telephone ~~Nagar Garden~~number, ~~Satellite~~including area code:

~~Ahmedabad,~~+1 ~~Gujarat,~~269 ~~India~~274 ~~380 015~~ 7877

~~(Address~~Securities ofregistered ~~principal~~pursuant ~~executive~~to ~~office) (Zip~~Section ~~Code~~12(b) of the Act: None

Indicate by check mark whether the registrant (911) has filed 79all ~~40191914~~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 o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (~~Registrant’s~~§ ~~telephone~~232.405 ~~number,~~of ~~including~~this ~~area~~chapter) ~~code~~during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No x

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

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x Emerging growth company x

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

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

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

As of February 13, 2019, there were outstanding 96,404,720 shares of common stock, par value $0.0001 per share.

~~Table~~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 ~~Contents~~“large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

~~TripBorn,~~Large ~~Inc.~~accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

~~Form~~Emerging ~~10-Q~~growth company x

~~For~~If an emerging growth company, indicate by check mark if the registrant ~~Third~~has ~~Quarter~~elected ~~and~~not ~~Nine~~to ~~Months~~use the extended transition period for complying with any new or revised financial accounting standards ~~Ended~~provided ~~December 31,~~pursuant ~~2018~~to Section 7(a)(2)(B) of the Securities Act. o

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

Part I	Financial Information
Item 1	Unaudited Condensed Consolidated Financial Statements
	Statements of Operations for the Three and Nine Months Ended December 31, 2018 and 2017	3
	Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended December 31, 2018 and 2017	4
	Balance Sheets as of December 31, 2018 and March 31, 2018	5
	Statements of Stockholders Equity (Deficit) for the Nine Months Ended December 31, 2018	6
	Statements of Cash Flows for the Nine Months Ended December 31, 2018 and 2017	7
	Notes to Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4	Controls and Procedures	20
Part II	Other Information	21
Item 1	Legal Proceedings	21
Item 1A	Risk Factors	21
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 5	Other Information	21
Item 6	Exhibits	21
Signature		21
Index to Exhibits		22

The number of the registrant’s common shares, $0.0001 par value per share, outstanding on November 25, 2019 was 132,932,159.

Table of Contents

		Page
Part I	Financial Information	4

Item 1	Consolidated Condensed Financial Statements (Unaudited)	4

	Consolidated Condensed Balance Sheets as of June 30, 2019 (Unaudited) and March 31, 2019	4

	Consolidated Condensed Statements of Operations (Unaudited) for the Three Months Ended June 30, 2019 and 2018 (Unaudited)	5

	Consolidated Condensed Statements of Comprehensive Loss (Unaudited) for the Three Months Ended June 30, 2019 and 2018 (Unaudited)	6

	Consolidated Condensed Statements of Equity (Deficit) for the Three Months Ended June 30, 2019 and 2018 (Unaudited)	7

	Consolidated Condensed Statements of Cash Flows for the Three Months Ended June 30, 2019 and 2018 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 4	Controls and Procedures	36

PART II.

Item 1	Legal Proceedings	38

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 5	Other Information	39

Item 6	Exhibits	39

Index to Exhibits		39

Signature		40

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

TRIPBORN, INC.

~~UNAUDITED~~CONSOLIDATED CONDENSED ~~CONSOLIDATED~~BALANCE ~~STATEMENTS OF OPERATIONS~~ SHEETS

	Third Quarter Ended December 31,						Nine Months Ended December 31,
	June 30,			March 31,
	2018			2017			2018			2017
	2019			2019
Net revenue	$	135,039		$	77,192		$	327,796		$	255,824
ASSETS	(UNAUDITED)
Cost of revenue		6,517			10,903			9,414			37,776
Current assets:
Gross profit		128,522			66,289			318,382			218,048
Cash and cash equivalents	$	1,358,902		$	1,230,012
Operating expenses
Accounts receivable, net, and unbilled revenue		1,275,350			178,492
Selling, general, and administrative expenses		356,681			193,460			832,710			513,125
Due from related parties		951,521			14,364
Legal and consulting expenses		37,000			53,584			119,703			151,231
Other current assets		1,242,181			570,571
Income (loss) from operations		(265,159	)		(180,755	)		(634,031	)		(446,308	)
Total current assets		4,827,954			1,993,439
Other income (expense)
Non current assets:
Depreciation and amortization		(84,185	)		(83,469	)		(251,936	)		(283,016	)
Operating lease, right-of-use assets, net		8,335,384			-
Interest income		65			157			209			321
Goodwill		936,788			-
Interest expense		(47,719	)		(52,578	)		(142,753	)		(122,167	)
Intangible assets, net		2,309,043			362,717
Total other income (expense)		(131,839	)		(135,890	)		(394,480	)		(404,862	)
Property and equipment, net		1,707,019			12,247
Income (loss) before income tax expense		(396,998	)		(316,645	)		(1,028,511	)		(851,170	)
Other noncurrent assets		1,705,203			48,956
Income tax benefit (expense)		83,370			69,926			215,987			240,455
TOTAL ASSETS	$	19,821,391		$	2,417,359
Net income (loss)	$	(313,628	)	$	(246,719	)	$	(812,524	)	$	(610,715	)
LIABILITIES AND EQUITY
Basic income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Current liabilities:
Diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Accounts payable and accrued expenses	$	2,094,061		$	310,130
Basic weighted average number of shares		96,404,720			89,840,099			96,404,720			89,840,099
Local duties and taxes		1,003,166			-
Diluted weighted average number of shares		96,404,720			89,840,099			96,404,720			89,840,099
Due to related parties		909,610			13,828
Loans and convertible notes due to related parties		1,224,323			1,838,157
Interest payable (includes $560,390 and $508,531 due to related parties, respectively)		592,988			536,073
Salaries and benefits		459,661			-
Loans due within one year with third parties		467,222			-
Other current liabilities		864,045			548,141
Total current liabilities		7,615,076			3,246,329
Long term liabilities:
Long term portion of operating lease liabilities		8,233,283			-
Long term loans and convertible notes		371,571			250,000
Other non-current liabilities		706,664			-
Total current and long-term liabilities		16,926,594			3,496,329
Commitments and contingencies (Note 13)
Preferred stock $.0001 par value		-			-
Authorized shares: 10,000,000, none issued and none outstanding
Common stock $.0001 par value		12,763			9,719
Authorized shares: 200,000,000
Shares issued and outstanding: 127,631,842 and 97,190,435
Additional paid in capital		5,670,358			3,227,452
Accumulated deficit		(4,782,894	)		(4,355,630	)
Accumulated other comprehensive income		55,587			39,489
TOTAL TRIPBORN, INC STOCKHOLDERS’ EQUITY / (DEFICIT)		955,814			(1,078,970	)
Noncontrolling interest in consolidated entity (Note 1)		1,938,983			-
Total equity (deficit)		2,894,797			(1,078,970	)
TOTAL LIABILITIES AND EQUITY	$	19,821,391		$	2,417,359

See accompanying notes to ~~unaudited~~ condensed ~~consolidated~~ consolidated financial statements (unaudited).

~~Table~~TRIPBORN, ~~of Contents~~INC.

~~TRIPBORN,~~CONSOLIDATED ~~INC.~~CONDENSED STATEMENTS OF OPERATIONS

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~ (~~LOSS~~UNAUDITED)

	Third Quarter Ended December 31,						Nine Months Ended December 31,
	Three months ended June 30,			Three months ended June 30,
	2018			2017			2018			2017
	2019			2018
Net income (loss)	$	(313,628	)	$	(246,719	)	$	(812,524	)	$	(610,715	)
Net revenues	$	1,825,858		$	95,640
Other comprehensive income (loss), net of tax
Cost of revenue and expenses
Unrealized foreign currency translation income / (loss)		(3,745	)		(1,578	)		4,051			(1,551	)
Cost of revenue		1,432,305			59,960
Other comprehensive income (loss), net of tax		(3,745	)		(1,578	)		4,051			(1,551	)
Selling, general, and administrative expenses		597,428			168,584
Comprehensive loss	$	(317,373	)	$	(248,297	)	$	(808,473	)	$	(612,266	)
Legal and consulting expenses		106,067			45,871
Depreciation and amortization		134,334			39,284
		2,270,134			313,699
Loss from operations		(444,276	)		(218,059	)
Other income (expense)
Other income		30,983			6,143
Interest income		6,204			82
Interest expense		(155,666	)		(47,325	)
Total other expense	$	(118,479	)	$	(41,100	)
Loss before income taxes		(562,755	)		(259,159	)
Income taxes		-			-
Net loss	$	(562,755	)	$	(259,159	)
Net loss attributable to noncontrolling interests	$	(135,491	)	$	-
Net loss attributable to TripBorn, Inc	$	(427,264	)	$	(259,159	)
Net loss per common share:
Basic loss per common share attributable to TripBorn, Inc.	$	(0.00	)	$	(0.00	)
Diluted loss per common share attributable to TripBorn, Inc.	$	(0.00	)	$	(0.00	)
Weighted-average common shares outstanding:
Basic weighted-average number of shares		97,605,456			95,711,874
Diluted weighted-average number of shares		97,605,456			95,711,874

See accompanying notes to ~~unaudited condensed~~ consolidated condensed financial statements (unaudited).

~~Table~~TRIPBORN, ~~of Contents~~INC.

~~TRIPBORN,~~CONSOLIDATED ~~INC.~~CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~ (UNAUDITED)

	December 31,			March 31,
	Three months ended June 30,			Three months ended June 30,
	2018			2018
	2019			2018
		(Unaudited)		(Audited)
Net loss	$	(562,755	)	$	(259,159	)
ASSETS
Less net loss attributable to noncontrolling interests		(135,491	)		-
Current assets:
Net loss attributable to TripBorn, Inc		(427,264	)		(259,159	)
Cash and cash equivalents	$	836,150		$	1,148,741
Currency translation adjustment		37,239			1,447
Accounts receivable		323,852			172,625
Currency translation adjustment attributable to noncontrolling interests		(21,141	)		-
Other current assets		215,684			334,961
Currency translation adjustment attributable to TripBorn, Inc	$	16,098		$	1,447
Total current assets		1,375,686			1,656,327
Comprehensive loss		(525,516	)		(257,712	)
Property and equipment, net		9,497			12,159
Less comprehensive loss attributable to noncontrolling interests		(114,350	)		-
Intangible assets, net		932,259			1,189,499
Comprehensive loss attributable to TripBorn, Inc	$	(411,166	)	$	(257,712	)
Deferred income taxes		520,625			348,098
TOTAL ASSETS	$	2,838,067		$	3,206,083
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	356,463		$	390,201
Other current liabilities		844,607			--
Convertible notes		1,651,000			520,412
Total current liabilities		2,852,070			910,613
Long term liabilities
Convertible notes		189,668			1,840,668
Total current and long term liabilities		3,041,738			2,751,281
Stockholders’ equity (deficit):
Preferred stock $.0001 par value		--			--
Authorized shares: 10,000,000
Common stock $.0001 par value		9,593			9,572
Authorized shares: 200,000,000
Shares issued and outstanding: 96,404,720 and 95,711,874
Additional paid-in capital		2,471,797			2,321,818
Accumulated other comprehensive income (loss)		19,707			15,656
Retained earnings (deficit)		(2,704,768	)		(1,892,244	)
Total stockholders’ equity		(203,671	)		454,802
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,838,067		$	3,206,083

See accompanying notes to ~~unaudited condensed~~ consolidated condensed financial statements (unaudited).

~~Table of Contents~~TRIPBORN, INC.

~~TRIPBORN,~~CONSOLIDATED CONDENSED ~~INC.~~STATEMENT OF EQUITY (DEFICIT)

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

		Common Stock
	For the three months ended June 30, 2019
	Shares	~~Shares~~	Common stock	~~Amount~~	Additional paid in capital	~~Additional paid-in capital~~	Accumulated other comprehensive income	~~Accumulated other comprehensive income~~	Accumulated deficit	~~Retained earnings (deficit)~~		TripBorn Inc stockholders’ equity (deficit)	~~Total stockholder’s equity (deficit)~~		Noncontrolling interest			Total equity / (deficit)
Balance at March 31, 2018		95,711,874	$	9,572	$	2,321,818	$	15,656	$	(1,892,244	)	$	454,802
	(In $ except for number of common stock)
Issuance of common stock		214,286		21		149,979							150,000
Balance as of March 31, 2019		97,190,435	$	9,719	$	3,227,452	$	39,489	$	(4,355,630	)	$	(1,078,970	)	$	-		$	(1,078,970	)
Other comprehensive income (loss)								4,051					4,051
Common stock issued on purchase of subsidiary		2,632,653		263		736,880		-		-			737,143			-			737,143
Net income (loss)										(812,524	)		(812,524	)
Common stock and warrants issued for cash consideration		775,157		78		542,532		-		-			542,610			-			542,610
Balance at December 31, 2018		95,926,160		9,593		2,471,797		19,707		(2,704,768	)		(203,671	)
Common stock issued on exercise of warrants		1,571,430		157		15,557		-		-			15,714			-			15,714
Common stock issued on conversion of debt		25,462,167		2,546		1,147,937		-		-			1,150,483			-			1,150,483
Noncontrolling interests arising on acquisition of subsidiary		-		-		-		-		-			-			2,053,333			2,053,333
Currency translation adjustment		-		-		-		16,098		-			16,098			21,141			37,239
Net loss		-		-		-		-		(427,264	)		(427,264	)		(135,491	)		(562,755	)
Balance as of June 30, 2019		127,631,842	$	12,763	$	5,670,358	$	55,587	$	(4,782,894	)	$	955,814		$	1,938,983		$	2,894,797

See accompanying notes to unaudited condensed consolidated financial statements.

	For the three months ended June 30, 2018
	Shares		Common stock		Additional paid in capital		Accumulated other comprehensive income		Accumulated deficit			TripBorn Inc deficit			Noncontrolling interests		Total deficit
	(In $ except for number of common stock)

Balance as of March 31, 2018		95,711,874	$	9,752	$	2,321,818	$	14,537	$	(3,087,583	)	$	(741,476	)	$	-	$	(741,476	)

Currency translation adjustment		-		-		-		1,267		-			1,267			-		1,447

Net loss		-		-		-		-		(259,159	)		(259,159	)		-		(259,159	)

Balance as of June 30, 2018		95,711,874	$	9,752	$	2,321,818	$	15,984	$	(3,346,742	)	$	(999,368	)	$	-	$	(999,368	)

6See accompanying notes to condensed consolidated financial statements (unaudited).

~~Table of Contents~~7

TRIPBORN, INC.

~~UNAUDITED~~CONSOLIDATED CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF OF CASH FLOWS

	Nine Months Ended December 31
	2018			2017
Cash flows from operating activities
Net income (loss)	$	(812,524	)	$	(610,715	)
Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization		251,936			283,016
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(151,226	)		77,503
Other current assets		119,276			(179,597	)
Deferred tax asset		(172,527	)		(242,701	)
Increase (decrease) in:
Accounts payable and accrued expenses		(33,738)			(98,619	)
Other current liabilities		324,195			472,044
Net cash provided by (used in) operating activities		(474,608	)		(299,069	)
Cash flows from investing activities
Purchase of property and equipment		2,662			(5,725	)
Increase in intangible assets		5,304			13,640
Net cash used in investing activities		7,966			7,915
Cash flows from financing activities
Increase in common stock		21			1,674
Increase in convertible notes
Increase in additional paid-in capital		149,979			1,096,326
Net cash provided by financing activities		150,000			1,098,000
Effect of exchange rates changes on cash		4,051			(1,551	)
Net change in cash		(312,591	)		805,295
Cash
Beginning of the year		1,148,741			516,707
End of the quarter	$	836,150		$	1,322,002
Supplementary disclosure of cash flows information
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Conversion of debt to 13,080,292 shares of common stock	$			$	500,000

(UNAUDITED)

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended June 30
	2019			2018
Cash flows from operating activities
Net loss	$	(562,755	)	$	(259,159	)

Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		134,334			39,284
Stock based compensation		25,723			-

Changes in operating assets and liabilities:
Accounts receivable		(480,294	)		(107,219	)
Other current assets		111,934			(268,213	)
Accounts payable		(58,634	)		43,852
Other current liabilities		1,199,970			211,211
Other non-current liabilities		(257,475	)

Net cash used in operating activities		112,803			(340,244	)
Cash flows from investing activities
Net cash paid on acquisition of subsidiary		(507,093	)		-

Purchases of fixed assets		(51,865	)		(396	)
Net cash used in investing activities		(558,958	)		(396	)

Cash flows from financing activities
Proceeds from issuance of common stock and exercise of warrants		558,325			-
Repayment of convertible notes		(9,730	)		(10,518	)
Net cash used in financing activities		548,595			(10,518	)
Effect of exchange rates changes on cash		26,450			1,448
Net change in cash		128,890			(349,710	)
Cash
Beginning of the period		1,230,012			1,155,367
End of the period	$	1,358,902		$	805,657

Supplementary disclosure of cash flows information
Cash paid during the period for:
Interest paid	$	92,586		$	-

7See accompanying notes to unaudited condensed consolidated financial statements (unaudited).

~~Table of Contents~~8

Notes to Consolidated ~~Financial~~Condensed Financial Statements

~~December~~June 3130, ~~2018~~2019

(~~Unaudited~~UNAUDITED)

1. DESCRIPTION OF ~~Organization and the Nature of Business~~BUSINESS

TripBorn, Inc. (“TripBorn” or the “Company”) is a business to business online travel agency (“OTA”) that offers travel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. TripBorn is a holding company that was incorporated in Delaware in January 2010 and operated as a shell company with nominal or no assets or operations until December 2015 when it acquired substantially all of the outstanding common stock of its operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”). The Company has selected March 31 as its fiscal year end.Overview

TripBorn, Inc. ~~was~~(“TripBorn” ~~known~~or the “Company”) is an eCommerce aggregator and a hospitality management company. An asaggregator ~~PinstripesNYC~~model is a form of eCommerce whereby our website, ~~Inc~~www.tripborn.com ~~until~~aggregates ~~January~~information ~~2016.~~from ~~TripBorn~~various ~~filed~~travel ~~reports~~and ashospitality vendors ~~PinstripesNYC~~and presents them to users on a single platform, ~~Inc.~~to ~~with~~ease, ~~the~~facilitate, ~~Securities~~coordinate and ~~Exchange~~effectuate ~~Commission~~consumer travel and hospitality ~~under~~needs. ~~the~~Our ~~Securities~~eCommerce ~~Exchange~~Aggregator ~~Act~~business ofsegment operates ~~1934,~~through asSunalpha ~~amended~~Green Technologies Private Limited (“~~Exchange Act~~Sunalpha”), ~~from~~a ~~August~~wholly ~~2010~~owned ~~until~~subsidiary. itOur ~~terminated~~hospitality business ~~its~~segment ~~registration~~is comprised of our 51% equity interest in our subsidiary PRAMA Hotels and Resorts Private Limited (“PRAMA”), ~~under~~which was acquired on April 22, 2019, for aggregate consideration of $2,137,143. All of the ~~Exchange~~Company’s ~~Act~~net inrevenues ~~May~~are ~~2013~~derived from operations in India.

OnThe ~~December~~unaudited ~~14,~~consolidated financial statements ~~2015,~~include the ~~Company~~accounts ~~acquired~~and ~~all~~transactions of the ~~outstanding~~Company; ~~shares~~its ofwholly owned subsidiary, Sunalpha; its 51% owned subsidiary, ~~which~~PRAMA ~~was~~and an ~~incorporated~~equity ~~under~~investee, ~~the~~PRAMA ~~laws~~Canary ofWharf Private Limited (“PCW”). Through PRAMA, the ~~Republic~~Company ofhas a 29.575% equity interest ~~India~~in onPCW, ~~November~~a 4non-trading company formed to develop a potential hotel in Bengaluru, ~~2010~~India. The ~~transaction~~Company ~~was~~exercises ~~accounted~~significant ~~for~~influence over asPCW abut ~~reverse~~does ~~recapitalization.~~not ~~Sunalpha~~control ~~was~~the investee and the ~~acquirer~~Company ~~for~~is ~~financial reporting~~not ~~purposes,~~the ~~and~~primary ~~TripBorn~~beneficiary ~~was~~of the ~~acquired~~investee’s activities. PCW is accounted for using the equity method. All significant inter-company accounts and transactions are eliminated in consolidation.

~~2. Summary of Significant Accounting Policies~~Acquisitions

~~Accounting~~On ~~Policies~~April 22, 2019 the Company acquired a 51% equity interest in PRAMA for $2,137,143, consisting of $1,400,000 in cash and the issuance of 2,632,653 shares of common stock valued at $737,143.

~~These~~The ~~financial statements~~Company ~~are~~has ~~prepared~~made onacquisitions at prices above the ~~accrual~~determined ~~basis~~fair value of ~~accounting~~the acquired identifiable net assets, resulting in ~~conformity~~goodwill ~~with~~due ~~accounting~~to ~~principles~~the ~~generally~~Company’s expectations ~~accepted~~of inthe synergies that will be realized by combining the ~~United~~businesses. These synergies include access to PRAMA’s ~~States~~hotel brands, customers and operations; use of ~~America~~the ~~(“US~~Company’s ~~GAAP”)~~existing astechnology ~~detailed~~to inexpand sales of the ~~Financial~~acquired ~~Accounting~~businesses; new ~~Standards~~operational ~~Board~~and financial efficiencies of the acquired businesses to expand sales cost effectively for both business segments. Acquisitions will be accounted for by using the purchase method of accounting, and the acquired company’s ~~(“FASB”)~~results will be ~~Accounting~~included ~~Standards~~in ~~Codification~~the ~~(“ASC”)~~accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs have been recorded in selling, general and administrative expenses as incurred.

~~Basis~~The acquisition of ~~Presentation~~PRAMA was treated as a business combination under U.S. GAAP. During the first quarter, we estimated the allocation of the purchase price to the assets acquired and liabilities assumed based on estimated fair value assessments. The allocation of the purchase price is preliminary pending the completion of various analyses and the finalization of estimates. During the measurement period, which is not to exceed one year from the acquisition date, additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary allocation may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates, and these adjustments may be significant.

The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 was accounted for as a reverse recapitalization. Sunalpha was the acquirer for financial reporting purposes, and TripBorn was the acquired company. Consequently, the assets, liabilities and results of operations that are reflected in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing of the transaction on December 14, 2015. All significant related party accounts and transactions between the Company and Sunalpha have been eliminated upon consolidation.9

~~Revenue~~The ~~Recognition~~following reflects our preliminary purchase price allocation:

In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements.

	Fair Value
Net cash	$	642,907
Acquired intangible assets at fair value		2,003,085
Investment in and receivable from equity investee		665,799
Right to use of assets		7,480,986
Property and equipment, net		1,684,360
Accounts receivable		616,564
Amounts due from related parties		661,128
Other current assets		1,353,687
Other non-current assets		990,449

Operating lease liabilities assumed		(7,641,431	)
Accounts payable		(1,292,260	)
Amounts due to related parties		(704,646	)
Loans due within one year with third parties		(574,021	)
Other current liabilities		(1,654,116	)
Other non-current liabilities		(978,803	)
Fair value of net assets acquired		3,253,688
Goodwill		936,788
Noncontrolling interests		(2,053,333	)
Purchase consideration paid in cash and common stock	$	2,137,143

8The following reflects the composition and timing of consideration:

Table of Contents

	Fair Value
Cash paid on closing on April 22, 2019	$	1,150,000
Deposit paid on March 27, 2019, applied on closing on April 22, 2019		250,000
Gross cash paid on acquisition of PRAMA		1,400,000
Fair value of 2,632,653 common shares		737,143
Total consideration for 51% interest in PRAMA	$	2,137,143

~~Cost~~The following reflects the net cash paid on acquisition of ~~Revenue~~PRAMA in the quarter ended June 30, 2019:

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

	Fair Value
Cash paid in quarter ended June 30, 2019	$	1,150,000
Net cash on opening balance sheet of PRAMA		(642,907	)
Net cash paid for 51% interest in PRAMA	$	507,093

~~Cost~~Acquired ofintangible ~~revenue is~~assets ~~the~~acquired ~~amount paid or accrued to procure these services and products from the respective suppliers and do not include any other~~are ~~operating~~as ~~cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides with the recognition of the corresponding revenue.~~follows:

Operating Expenses

	Fair value		Useful life
Trademarks	$	469,204	Indefinite
Customer relationships		1,533,881	4-15 years
Total intangible assets	$	2,003,085

~~Operating~~During ~~expenses~~the quarter ended June 30, 2019, ~~include~~we ~~costs~~recognized $936,788 in ~~such~~goodwill as ~~advertising~~the ~~and~~result ~~business~~of ~~promotion~~the ~~costs,~~acquisition ~~utilities,~~of ~~rent~~PRAMA, ~~payroll~~recorded ~~and~~within ~~consultant’s~~our ~~fees~~Hospitality reporting segment. The revenues and ~~charges, which~~earnings ~~are~~from ~~recognized~~PRAMA's onoperations anthat ~~accrual~~are ~~basis.~~included ~~Depreciation~~in ~~and~~the ~~amortization~~Consolidated ~~costs~~Statement ~~are~~of ~~amortized~~Operations ~~over~~for the quarter ~~estimated~~ended ~~useful~~June ~~lives~~30, of 2019 is reflected in the ~~assets~~Business segments note below.

~~Use of Estimates~~10

The ~~preparation~~Company recognized $1,693,738 in revenue and $276,512 in net loss before income taxes of ~~financial~~the ~~statements~~acquiree in USthe ~~GAAP~~consolidated ~~requires~~condensed ~~management~~statement toof ~~make~~operations ~~estimates~~for the period April 22, 2019 through June 30, 2019. The revenue and ~~assumptions~~net ~~that~~loss ~~affect~~before taxes for the ~~amounts~~combined ~~reported~~entity infor the quarter ended ~~financial~~June ~~statements~~30, 2019, as though the acquisition of PRAMA had occurred on April 1, 2019 was $2,259,644, and ~~footnotes~~$674,729, ~~thereto~~respectively. The ~~Actual~~revenue ~~results~~and ~~could~~net ~~differ~~loss ~~significantly~~before ~~from~~taxes ~~those~~for ~~estimates.~~the ~~The~~combined ~~estimates~~entity ~~underlying~~ for the ~~Company’s~~quarter ~~Financial~~ended ~~Statements~~June ~~relate~~30, to2018, ~~accruals~~as ~~for~~though ~~travel~~the ~~transactions~~acquisition of PRAMA had occurred on April 1, ~~valuation~~2018 ofwas ~~accounts~~$2,096,250, ~~receivable~~and $422,597, ~~useful~~respectively. There were no material, nonrecurring pro ~~life~~forma ofadjustments ~~long-lived~~directly ~~assets~~attributable to the PRAMA acquisition, which were reported in the pro forma revenue and ~~income~~statement ~~taxes~~of operations or the consolidated condensed statement of operations.

~~Cash~~2. ~~and~~LIQUIDITY ~~Cash~~AND ~~Equivalents~~GOING CONCERN

The Company ~~considers~~has ~~all highly-liquid investments (including money market funds) with an original maturity at acquisition of three~~incurred ~~months~~net orlosses ~~less~~from tooperations besince ~~cash equivalents~~inception. The ~~Company~~net ~~maintains~~loss ~~cash~~for ~~balances~~the inquarter ~~both~~ended USJune ~~and~~30, ~~Indian~~2019 ~~financial~~was ~~institutions. At December 31~~$562,755 ~~2018~~ and ~~2017, deposits at US financial institutions that exceeded~~ the ~~Federal~~accumulated ~~Deposit Insurance Company (“FDIC”)~~deficit was $~~250~~4,~~000~~782,894 ~~insured~~as ~~limits~~of ~~were~~June ~~$453~~30,~~203~~ ~~and $758,380, respectively~~2019. ~~Bank~~The ~~of America~~Company’s ~~credit~~ongoing ~~rating~~losses ishave ~~closely~~had ~~monitored~~a ~~by the~~significant ~~Company~~negative ~~and~~impact on the Company ~~does not believe it~~’s financial ~~uninsured~~position ~~deposits~~and ~~at Bank of America constitutes any significant credit risk~~liquidity.

~~Sunalpha~~The ~~has fourteen~~Company’s ~~accounts~~cash ~~denominated~~requirements inare ~~Indian~~primarily ~~Rupees.~~to Asfund ofoperating ~~December~~losses, 31working capital, ~~2018~~capital expenditures and ~~2017~~the completion of acquisitions. Historically, the ~~cash~~Company ~~balance~~has inmet ~~financial~~these ~~institutions~~cash inneeds ~~India~~by ~~was USD~~borrowings ~~$350~~under notes,~~315~~ sales of shares and ~~$313,621,~~warrants ~~respectively~~and the cash balances acquired from subsidiary acquisitions. ~~The~~There ~~transactions~~can ~~are~~be ~~undertaken~~no inassurance ~~Indian~~that ~~Rupees~~the ~~and~~Company ~~requires~~will abe ~~foreign~~able ~~currency~~to ~~translation~~borrow or sell securities in ~~adjustment.~~the ~~The~~future, ~~Company’s~~which ~~cash~~raises ~~deposits~~substantial indoubt ~~India~~about ~~are~~the ~~not~~ability ~~insured~~of ~~against~~the ~~loss~~Company to continue as a going concern. The ~~Company~~consolidated ~~does~~financial statements do not ~~believe~~include ~~that~~any ~~this~~adjustments ~~results~~relating to the recoverability and classification of asset carrying amounts or the amount inof ~~any~~and ~~significant~~classification ~~credit~~of ~~risk~~liabilities that may result should the Company be unable to continue as a going concern.

~~Receivables~~The Company’s operations are subject to number of factors that can affect its operating results and ~~Credit~~financial ~~Policies~~conditions. Such factors include, but are not limited to: the continuous enhancement of the current products and services; marketing its new services; continuing to invest in new technologies; changes in domestic and foreign regulations; the price of, and demand for, the Company’s products and services and its ability to raise the capital to support its operations.

~~Accounts~~The ~~receivable~~Company’s directors are ~~uncollateralized~~confident ~~customer~~that ~~obligations~~the ~~due~~Company ~~under~~will ~~normal~~be ~~trade~~able ~~terms~~to ~~which~~issue ~~generally~~new ~~range~~shares ~~from~~(see 24Subsequent ~~hours~~Events tonote ~~seven~~below), toand ~~ten~~extend ~~days~~the maturity ~~from~~date on its convertible notes which will provide the ~~time~~Company ~~and~~with ~~date~~sufficient offunding ~~transaction~~to meet its obligations as they become due. The ~~Accounts~~Company’s ~~receivable~~directors ~~are~~believe ~~stated~~it atis appropriate to prepare the ~~amount~~financial ~~billed~~statements toon the ~~customer.~~going ~~Customer~~concern ~~account~~basis. ~~balances~~However, ~~with~~in ~~invoices~~the ~~exceeding~~event ~~credit~~that ~~terms~~the ~~are~~Company ~~considered~~is ~~delinquent.~~not ~~Payments~~able ofto ~~accounts~~successfully ~~receivable~~complete ~~are~~the ~~allocated~~fundraising and extension referred to ~~specific~~above, ~~invoices~~significant ~~identified~~uncertainty onwould exist as to whether the ~~customer’s~~Company ~~remittance~~and ~~advice~~its ~~or,~~subsidiaries ifwill ~~unspecified~~continue as going concerns and, ~~are~~therefore, ~~applied~~whether they towill realize their assets and extinguish their liabilities in the ~~earliest~~normal ~~unpaid~~course ~~invoices~~of business and at the amounts stated in the financial statements.

~~Property~~3. ~~and~~SUMMARY ~~Equipment~~OF SIGNIFICANT ACCOUNTING POLICIES

~~Property~~Basis ~~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.Presentation

~~Intangible~~The ~~Assets~~interim unaudited consolidated condensed financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and include the accounts of the Company and its subsidiaries. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. “GAAP”. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods and dates presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period.

~~Intangible~~The ~~assets with~~accompanying ~~indefinite~~condensed ~~useful~~consolidated ~~lives~~balance ~~are~~sheet ~~tested~~as ~~for~~of March ~~impairment~~31, at2019 ~~least~~was ~~annually.~~derived ~~Intangible~~from ~~assets~~the audited financial statements as of that ~~have~~date, ~~limited~~but ~~useful~~does ~~lives~~not ~~are~~include all the information and ~~amortized~~footnotes onrequired aby ~~straight-line~~U.S. ~~basis~~GAAP. ~~over~~These financial statements should be read in conjunction with the ~~shorter~~consolidated offinancial ~~their~~statements and ~~useful~~related ornotes ~~legal~~included ~~lives~~in Form 10-K for the year ended March 31, 2019.

~~Concentration~~As a result of ~~Credit~~the ~~Risk~~acquisition of PRAMA, during the quarter ended June 30, 2019, the Company made a change to its segment reporting structure which resulted in two segments 1) eCommerce Aggregator and 2) Hospitality. As a result, certain prior year amounts have been restated to conform to the current year’s presentation, that is they have been classified as relating to the eCommerce Aggregator business. These reclassifications had no effect on previously reported total net revenues, cost of revenues and other operating expenses, other expenses, net and net loss. Otherwise, we have not reclassified other prior-period amounts to conform to the current-period presentation. Certain columns and rows may not add due to the use of rounded numbers.

~~Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.~~11

9Principles of Consolidation

~~Table~~The consolidated financial statements include the accounts and transactions of ~~Contents~~the Company, its wholly owned subsidiary, Sunalpha and its subsidiary, PRAMA which the Company owns a 51% equity interest in. PRAMA was acquired on April 22, 2019. Through PRAMA, the Company has a 29.575% equity interest in PCW, which is accounted for under the equity method. All significant inter-company accounts and transactions are eliminated in consolidation.

~~The~~Use ~~Company maintains its cash in bank deposit accounts, some~~ of ~~which are not insured. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk related to its cash holdings.~~Estimates

~~Income~~The ~~Taxes~~preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts.

~~The~~Our ~~Company~~significant estimates isinclude ~~subject to~~elements ~~income~~of ~~taxes~~revenue onrecognition, anthe ~~entity~~application ~~basis~~of onfair ~~income~~value ~~arising~~estimates infor orthe ~~derived~~purchase ~~from~~price allocation on the ~~tax~~acquisition ~~jurisdiction~~of inPRAMA, ~~which~~impairment ~~each~~of ~~entity~~long-lived isassets, ~~domiciled. TripBorn~~goodwill and indefinite-lived intangible assets, ~~Inc.~~costs ~~was~~to ~~incorporated~~be incapitalized as well as the ~~State~~useful life of ~~Delaware~~capitalized software and isincome ~~subject~~taxes. toThe ~~Federal~~use ~~income~~of ~~tax~~different estimates or assumptions in determining the ~~United~~fair ~~States~~value of ~~America.~~our goodwill, indefinite-lived and definite-lived intangible assets may ~~Sunalpha~~result ~~was~~in ~~incorporated~~different ~~under~~values ~~the~~for ~~laws~~these ofassets, which could result in an impairment or, in the ~~Republic~~period ofin ~~India~~which ~~and~~an ~~has~~impairment nois ~~operating~~recognized, could ~~profit~~result ~~for~~in ~~current~~an ~~tax~~impairment ~~liabilities~~charge. The ~~Indian~~ ~~corporate~~Company ~~income~~has ~~tax~~not ~~rate~~recognized isan ~~30%~~impairment charge for ~~domestic~~the ~~companies~~quarter ended June 30, 2019.

~~The~~Revenue 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.Recognition

~~ASC~~In ~~740~~May ~~clarifies~~2014, the ~~accounting~~ ~~for~~Financial ~~uncertainty~~Accounting inStandards Board ~~tax~~(“FASB”) ~~positions.~~issued ~~This~~ASU ~~interpretation~~2014-09, ~~requires~~Revenue ~~that~~from anContracts ~~entity~~with ~~recognizes~~Customers in(“Topic ~~its~~606”): ~~financial~~Topic ~~statements~~606 which ~~the~~supersedes ~~impact~~nearly ofall aexisting ~~tax~~revenue ~~position,~~recognition ifguidance ~~that~~under ~~position~~U.S. isGAAP. ~~more~~The ~~likely~~core ~~than~~principle ~~not~~ of ~~being~~Topic ~~sustained~~606 ~~upon~~is ~~examination,~~to ~~based~~recognize onrevenues when ~~the~~promised ~~technical merits~~goods ofor ~~the~~services ~~position.~~are ~~Recognized~~transferred ~~income~~to ~~tax~~customers ~~positions~~in ~~are~~an ~~measured~~amount atthat reflects the ~~largest~~consideration ~~amount~~ that is ~~greater~~expected ~~than~~to ~~50%~~be received ~~likely~~for ofthose ~~being realized~~goods or services. ~~Changes~~Topic in606 ~~recognition~~defines ora ~~measurement~~five-step ~~are~~process ~~reflected~~to inachieve ~~the~~this ~~period~~core principle and, in ~~which~~doing ~~the~~so, ~~change~~it is inpossible more judgment ~~occurs.~~and ~~The~~estimates ~~Company has~~may ~~elected~~be torequired ~~classify~~within ~~interest~~the ~~and~~revenue ~~penalties~~recognition ~~related~~process tothan ~~unrecognized~~are ~~tax~~required ~~benefits~~under existing U.S. GAAP, ifincluding ~~and~~identifying ~~when~~performance ~~required~~obligations in the contract, asestimating ~~part~~the amount of ~~income~~variable ~~tax expense~~consideration to include in the ~~consolidated~~transaction ~~statements~~price ~~of income~~ and ~~comprehensive~~allocating ~~income.~~the Notransaction ~~significant~~price ~~uncertainty~~to ineach ~~tax~~separate ~~positions~~performance ~~relating to~~obligation, ~~income~~among ~~taxes~~others. ~~have~~Topic ~~been~~606 also ~~incurred~~provides ~~during~~guidance on the ~~quarters~~recognition ~~ended~~of ~~December~~costs ~~31,~~related ~~2018~~to ~~and~~obtaining ~~2017~~customer contracts.

OnTopic ~~December~~606 ~~22,~~was ~~2017~~effective as of April 1, 2018, for the ~~U.S.~~Company, ~~government~~using ~~enacted~~either ~~comprehensive~~of ~~tax~~two ~~legislation~~methods: ~~commonly~~(1) ~~referred~~retrospective toapplication asof ~~the~~Topic ~~Tax~~606 ~~Cuts~~to ~~and~~each ~~Jobs~~prior ~~Act~~reporting ~~(“Tax~~period ~~Act”).~~presented ~~The~~with ~~Tax~~the ~~Act~~option ~~included~~to aelect ~~broad~~certain ~~range~~practical ofexpedients ~~complex~~as ~~provisions~~defined ~~impacting~~within ~~the~~Topic ~~taxation~~606 ofor ~~multi-national~~(2) ~~companies.~~retrospective ~~The~~application ~~Tax~~of ~~Act~~Topic ~~made~~606 ~~broad~~with ~~and~~the ~~complex~~cumulative ~~changes~~effect toof ~~the~~initially ~~U.S.~~applying ~~corporate~~Topic ~~income~~606 ~~tax~~recognized ~~system~~at ~~and~~the ~~includes~~date aof ~~Transition~~initial ~~Toll~~application ~~Tax~~and ~~(the~~providing ~~“Transition Tax”),~~certain ~~which~~additional isdisclosures aas ~~one-time~~defined ~~mandatory~~per ~~deemed~~Topic ~~repatriation~~606. ~~tax~~We onadopted ~~accumulated~~Topic ~~foreign~~606 ~~subsidiaries’~~pursuant ~~previously~~to ~~untaxed~~the ~~foreign~~method ~~earnings. Since~~(2) ~~the~~and ~~Company’s~~we ~~foreign~~determined ~~subsidiary~~that ~~has~~any ~~historically~~cumulative effect ~~realized~~for ~~net~~the ~~losses,~~initial weapplication ~~believe~~did ~~that~~not ~~the~~require ~~Company~~an isadjustment ~~not subject~~ to ~~the~~accumulated ~~Transition~~deficit ~~Tax~~at April 1, 2018.

~~The~~For ~~Tax~~revenue ~~Act~~recognition arrangements ~~also~~that ~~imposed~~we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a ~~global~~customer, ~~intangible~~(ii) ~~low-taxed~~identify ~~income~~the ~~tax~~performance obligations in the contract, (~~“GILTI”~~iii) determine the transaction price, ~~which~~(iv) isallocate the atransaction ~~new~~price ~~tax~~to onthe ~~certain~~performance ~~off-shore~~obligations ~~earnings~~in atthe ancontract, ~~effective~~and (v) recognize revenue when (or as) the entity satisfies ~~rate~~a ofperformance 10obligation.5% ~~for~~We ~~tax~~only ~~years~~apply ~~beginning~~the ~~after~~five-step ~~December~~model 31to arrangements that meet the definition of a contract under Topic 606, ~~2017~~including ~~(increasing~~when it is probable that the entity will collect the consideration it is entitled to ~~13.125%~~in exchange for ~~tax~~the ~~years~~goods ~~beginning~~or services ~~after~~it ~~December~~transfers 31to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, ~~2025)~~we ~~with~~evaluate athe ~~partial~~goods ~~offset~~or ~~for~~services ~~foreign~~promised ~~tax~~within ~~credits~~each contract related performance obligation and assess whether each promised good or service is distinct. ~~Based~~We ~~upon~~then ~~our~~recognize ~~continued~~as ~~history~~revenue the amount of ~~operating~~the ~~losses~~transaction byprice ~~our~~that ~~off-shore~~is ~~operating subsidiary,~~allocated weto ~~conclude~~the ~~that~~respective performance ~~GILTI~~obligation iswhen ~~not~~(or ~~applicable~~as) tothe usperformance atobligation ~~this~~is ~~time~~satisfied.

~~Foreign Currency Translation~~12

The ~~Company translates~~following ~~the~~is ~~foreign~~a ~~currency~~description ~~financial~~of ~~statements into US Dollars using~~ the ~~year~~Company’s orprincipal ~~reporting~~activities, ~~period~~separated ~~end~~by orreportable ~~average exchange rates in accordance with the requirements of ASC subtopic 830-10~~segments, ~~Foreign~~ ~~Currency~~from ~~Matters (“ASC~~which ~~830-10”). Assets and liabilities are translated at exchange rates as of~~ the ~~balance~~Company ~~sheet date. Revenues and expenses are translated at average rates in effect~~generates ~~for~~its ~~the periods presented~~revenue. ~~The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).~~

	December 31, 2018	March 31, 2018	December 31, 2017
Period-end spot rate	US$1=INR 69.5700	US$1=INR 65.0792	US$1=INR 63.8800
Average rate	US$1=INR 71.4676	US$1=INR 66.6880	US$1=INR 64.7428

eCommerce Aggregator revenues:

~~Fair~~Air, ~~Value~~Rail and Bus Ticketing. Recognized on a net commission basis upon transfer of ~~Financial~~control ~~Instruments~~of promised services in an amount which we are entitled to in exchange for the service.

~~ASC~~Vacation ~~825-10 requires~~Packages. Recognized ~~certain~~on ~~disclosures~~a ~~regarding~~gross ~~the~~basis, ~~fair~~upon ~~value~~transfer of ~~financial~~control ~~instruments.~~of ~~Fair~~promised ~~value~~services ~~is defined as the price that would be received to sell an asset or paid to transfer a liability~~ in an ~~orderly~~amount ~~transaction~~which ~~between~~we ~~market~~are ~~participants~~entitled ~~at the measurement date. A three-level fair value hierarchy prioritizes the inputs used~~ to ~~measure~~in ~~fair~~exchange ~~value.~~for ~~The hierarchy requires entities to maximize~~ the ~~use of observable inputs and minimize the use of unobservable inputs~~service. ~~The three levels of inputs used to measure fair value are as follows:~~

·Other ~~Level~~Revenue. Primarily comprising 1visa -processing ~~Quoted~~fees, ~~prices~~money intransfer, ~~active~~and ~~markets~~pre-and ~~for~~post-paid ~~identical~~expenses ~~assets~~are ~~and~~recognized ~~liabilities~~after the services are performed.

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

10Hospitality Services.

~~Table~~· ofRoom ~~Contents~~revenue: Revenue from hotel operations where customers book rooms and banquets/conference rooms is recognized based on the period for which the customer completes the transaction (i.e. the stayed night occurs or a deposit cancellation provision elapses). Payment is typically received upon check-out. For room revenue, the Company recognizes revenue over time.

· ~~Level~~Food 3& -beverages ~~Unobservable~~revenue: ~~inputs~~The ~~that~~Company ~~are~~provides ~~supported~~food byand ~~little~~beverages orthat nocustomer ~~market~~consumes ~~activity~~as ~~and~~they ~~that~~ are ~~significant~~provided. toThe ~~the~~performance ~~fair~~obligation ~~value~~is ofsatisfied ~~the~~at ~~assets~~point ~~and~~in ~~liabilities~~time. ~~This~~The ~~includes~~Company ~~certain~~recognizes ~~pricing~~revenue ~~models,~~at ~~discounted~~the ~~cash~~time ~~flow~~of ~~methodologies~~sale ~~and similar techniques that use significant unobservable inputs~~only.

~~The~~· ~~Company~~Management ~~considers~~Fees from Operation & Maintenance Properties: Revenue under management contracts is recognized on the ~~recorded~~attainment ~~value~~ of ~~its~~certain financial ~~assets~~results, ~~and~~primarily ~~liabilities~~operating earnings, ~~which~~as ~~consist~~specified ~~primarily~~in ofeach ~~cash,~~contract. ~~accounts~~Management ~~receivable,~~fees ~~other~~are ~~current~~typically ~~assets,~~billed and ~~other current~~paid ~~liabilities~~monthly. A time-elapsed output method is used to ~~approximate~~measure progress and provides a faithful depiction of the ~~fair~~transfer of services to the customer as the value oftransferred to the ~~respective~~customer ~~assets~~is ~~and~~substantially ~~liabilities~~the atsame ~~December~~over ~~31,~~time. ~~2018~~Fees are variable with the uncertainty of base fees being resolved monthly and ~~March~~the ~~31,~~uncertainty ~~2018 based~~of ~~upon~~incentive fees being resolved annually. These fees are included in revenue to the ~~short-term~~extent ~~nature~~that it is probable that a significant reversal of ~~these~~cumulative ~~assets~~revenue ~~and~~will ~~liabilities~~not occur once the uncertainty is resolved.

3Practical expedients. The ~~Change~~Company has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in ~~Control~~which ~~Transaction~~an entity need not estimate variable consideration to recognize revenue. Accordingly, the Company applies the practical expedient to its management fees from contracts with Operation & Maintenance Properties. These contracts are typically long-term, and the performance obligation consists of providing hotel management services to the owner. Revenue is recognized based upon an agreed base fee and additional revenue is recognized on the attainment of certain financial results, primarily operating earnings, as specified in each contract. As such, fees are variable with the uncertainty of base fees being resolved monthly and the uncertainty of incentive fees being resolved annually. These fees are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved.

OnThe ~~December~~Company 8,has ~~2015,~~elected the ~~Company~~practical ~~issued~~expedient ~~71,428,570~~to ~~shares~~not ofdisclose ~~common~~revenue ~~stock~~related to ~~Arna~~remaining ~~Global~~performance ~~LLC~~obligations ~~(“Arna”)~~that ~~for~~are ~~cash~~part ~~consideration~~ of ~~$95,500. Arna~~a ~~is wholly-owned by the Company’s President and director, Deepak Sharma. The Company accounted for the change in control~~contract ~~transaction~~ with ~~Arna~~an ~~using~~original ~~the~~expected ~~acquisition~~duration ~~method~~ of ~~accounting.~~one ~~Arna~~year ~~obtained~~or ~~control of 93% of the outstanding shares of common stock of PinstripesNYC~~less, ~~Inc.~~and into ~~connection~~not ~~with~~consider the ~~Stock~~effects ~~Purchase~~of ~~Agreement~~significant ~~among~~financing ~~PinstripesNYC,~~components ~~Inc., Arna, and Maxim Kelyfos,~~in ~~LLC dated December 8, 2015, and was~~ the ~~acquirer. This~~ transaction ~~resulted~~price inwhen ~~(1)~~the noduration ~~identifiable~~of ~~assets~~financing ~~being~~is ~~acquired,~~one ~~(2)~~year ~~no liabilities~~or ~~being assumed, (3) no goodwill being recognized and (4) no gains being recognized from a bargain purchase~~less.

4.The ~~Acquisition~~Company has elected certain of ~~Sunalpha~~the ~~Green~~optional ~~Technologies~~exemptions ~~Private~~from ~~Limited~~the disclosure requirement for the remaining performance obligations for specific situations in which an entity need not estimate variable consideration.

OnCost ~~December 14, 2015, the Company acquired substantially all~~ of the outstanding shares of Sunalpha which was incorporated under the laws of the Republic of India in November 2010. The transaction was accounted for as a reverse recapitalization. Sunalpha was the acquirer for financial reporting purposes, and TripBorn was the acquired company. Consequently, the assets, liabilities and results of operations that are reflected in the Company’s consolidated financial statements prior to the December 14, 2015 transaction are those of Sunalpha and are recorded using the historical cost basis. The consolidated financial statements after completion of the December 14, 2015 transaction include the assets, liabilities and results of operations of Sunalpha up to the day prior to the closing of the transaction, and the assets, liabilities and results of operations of the Company and Sunalpha from and after the closing date of the transaction.Revenues

5Cost 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. ~~Increase~~Cost inof ~~Authorized~~revenue ~~Shares~~is recognized when incurred, which coincides with the recognition of the corresponding revenue.

~~The Company amended its certificate of incorporation on January~~ 13~~, 2016 to (1) increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 and (2) change its name from PinstripesNYC. Inc. to TripBorn, Inc.~~

6.Other ~~Property and Equipment~~operating expenses

~~Property~~Other ~~and Equipment~~operating ~~consists~~expenses ofincludes ~~the~~Selling, ~~following~~general ~~as of December 31~~ and ~~March~~administrative 31expenses, ~~2018.~~Legal ~~The property~~ and ~~equipment~~consulting ~~listed~~expenses ~~below~~and ~~are~~Depreciation ~~recorded~~and ~~in the books of Sunalpha~~amortization.

	December 31, 2018			March 31, 2018
Computer	$	13,443		$	13,443
Furniture and Fixture		5,864			5,468
Office Equipment		6,537			6,537
Software License		768			768
Total		26,612			26,216
Accumulated depreciation		(17,115	)		(14,057	)
Fixed assets, net	$	9,497		$	12,159

Selling, general and administrative expenses include, direct operating expenses, general and administrative expenses such as business promotion costs, utilities, rent, payroll, which are recognized on an accrual basis.

~~Depreciation~~Legal ~~expense~~and ~~for the~~consulting ~~quarters~~expenses ~~ended~~are ~~December~~recognized ~~31,~~on ~~2018~~an ~~and~~accrual ~~2017 is $1,636 and ($919), respectively~~basis.

7.Depreciation ~~Intangible~~and amortization ~~Assets~~costs are amortized over the estimated useful lives of the assets.

~~Intangible assets~~Cash ~~consist of the following as of December 31~~ and ~~March 31, 2018:~~Cash Equivalents

	December 31, 2018			March 31, 2018
API Access	$	133,763		$	133,763
Software		1,651,000			1,651,000
Total		1,784,763			1,784,763
Accumulated amortization		(852,418	)		(595,264	)
Intangible assets, net	$	932,259		$	1,189,499

The Company considers all highly liquid debt instruments with maturity of three months or less, to be cash equivalents. The Company maintains its cash in bank accounts in the U.S. and India, which at times may not be covered by, or exceed the coverage limit of the Deposit Insurance and Credit Guarantee Corporation of India. The Company does not believe that this results in significant credit risk. As of June 30, 2019, and 2018, the cash balance in financial institutions in India was $859,189 and $360,210, respectively.

11Receivables and Credit Policies

~~Table~~Accounts receivable are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of ~~Contents~~potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. The Company does not accrue interest on past due receivables.

~~Amortization~~The ~~expense~~Company performs ~~for~~periodic analyses of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the ~~quarters~~allowance ~~ended~~for ~~December~~doubtful 31accounts needs to be adjusted based on currently available evidence such as historical collection experience, ~~2018~~current economic trends and ~~2017~~changes ~~was~~in ~~$82~~customer payment terms. In accordance with the Company’s policy,~~550~~ if collection efforts have been pursued and ~~$82~~all reasonable and contractually available avenues for collections exhausted,~~550,~~ ~~respectively~~accounts receivable would be written off as uncollectible.

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

~~Following~~Property ~~the~~and ~~Company’s~~equipment ~~acquisition~~are ofstated ~~Sunalpha,~~at ~~the~~cost ~~Company~~less ~~acquired~~accumulated ~~ownership~~depreciation. ~~and~~Depreciation ~~development~~of ~~rights~~property toand ~~the~~equipment ~~Travelcord~~is ~~software~~computed ~~from~~on ~~Arna for~~ a ~~fee~~straight-line ~~of $956,000~~basis ~~pursuant to a Software Agreement dated December 16, 2015. The Company paid~~ over the ~~$956,000~~estimated ~~fee~~useful tolives ~~Arna~~of in the ~~form of a convertible promissory note~~assets. The ~~Travelcord~~Company ~~software~~charges ~~was~~repairs ~~recognized as an intangible asset at historical cost pursuant to ASC 350-40 Intangibles – Goodwill~~ and ~~Other,~~maintenance ~~Internal~~costs ~~Use~~that ~~Software,~~do ~~and~~not noextend ~~goodwill was recognized. Arna acquired~~ the ~~Travelcord~~lives ~~software~~of ~~from Takniki~~the ~~Communications,~~assets ~~which is wholly-owned by our Vice President and director, Sachin Mandloi pursuant~~ to aexpenses ~~Software~~as ~~Development Agreement, dated January 26, 2015~~incurred.

OnIntangible 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.Assets

8Intangible assets with indefinite useful lives consist exclusively of trademarks and are tested for impairment annually, or whenever events or indicators of impairment occur between annual impairment tests. ~~Tax~~Management ~~Recovery~~expects ~~Charges~~to use the trademarks indefinitely.

~~The~~Intangible ~~Company,~~assets ~~through its~~that ~~internet-based~~have ~~platform, facilitates the purchase of travel products and services from third party travel service providers.~~limited ~~The~~useful ~~Company~~lives ~~incurs~~are ~~service~~amortized ~~taxes at specified rates~~ on ~~the~~a ~~services~~straight-line itbasis ~~acquires~~over ~~from~~ the ~~travel~~shorter ~~service providers. The Company charges service taxes at specified rates on sales~~ of ~~travel~~their ~~and~~useful ~~travel~~or ~~related~~legal ~~products to clients~~lives. ~~The~~Intangible ~~net~~assets ~~difference~~with ~~of the amount~~definite ~~paid~~useful ~~while~~lives ~~acquiring~~are ~~services~~reviewed ~~and~~for ~~the~~impairment ~~amount~~whenever ~~collected~~events ~~while~~or ~~selling~~changes ~~the~~in ~~services~~circumstances isindicate ~~remitted~~that tothe ~~taxing~~carrying ~~authorities~~value ~~("tax recovery charge"). As~~ of ~~December~~an ~~31,~~asset may ~~2018,~~not ~~the~~be ~~Company has a balance with the tax authority to offset future service tax dues~~recoverable.

9The fair value of the trade names is determined using a discounted cash flow analysis based on the relief-from-royalty approach. The ~~Related~~relief-from-royalty ~~Party~~approach ~~Transactions~~is an income approach that utilizes certain market information by reference to the amount of royalty income we could generate if the trade names were licensed, in an arm’s length transaction, to a third party. Based on a comparison of our trade names to the guideline transactions, including an assessment of industry conditions, the age of the trademark/trade name, degree of consumer recognition and life cycle of the brand, a reasonable royalty rate is estimated for the trade names. The principal factors used in the discounted cash flow analysis requiring judgment are the projected net sales, discount rate, royalty rate and terminal value assumptions.

~~i. Convertible Notes~~14

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

~~Mr.~~Goodwill ~~Mandloi~~is ~~loaned~~assigned to our reporting units based on the ~~Company~~expected ~~$38,076,~~benefit ~~which~~from isthe ~~evidenced~~synergies byarising afrom ~~convertible~~each ~~promissory~~business ~~note~~combination, ~~dated~~determined ~~March~~by 8,using ~~2016,~~certain ~~which~~financial metrics. ~~bears~~The ~~interest~~reporting atunits anare ~~annual rate~~aligned ofwith ~~10%~~our reporting segments. ~~The~~Goodwill ~~principal~~is ~~amount~~not ~~together~~amortized, ~~with~~but ~~accrued~~the ~~and~~Company ~~unpaid~~tests ~~interest~~goodwill for ~~thereon~~impairment ~~becomes~~each ~~due~~year or more frequently should facts and ~~payable~~circumstances onindicate ~~March~~that 7,it ~~2019.~~is ~~In the~~more ~~event~~likely than not that the ~~Company~~fair value ~~completes~~of ana ~~Uplist~~reporting ~~Transaction~~unit ~~prior~~is toless than the ~~March~~carrying 7,amount. ~~2019~~As ~~maturity~~part ~~date,~~of the ~~outstanding~~impairment ~~principal balance~~test, we may elect to perform an assessment of ~~the~~qualitative ~~note~~factors. ~~will~~If ~~automatically~~this ~~convert~~qualitative ~~into~~assessment ~~835,552~~indicates ~~shares~~that ofit ~~common~~is ~~stock~~more (likely than not that the ~~“Mandloi~~fair ~~Note~~value ~~Shares”).~~of Ifa reporting ~~the~~unit, ~~Uplist~~including ~~Transaction~~goodwill, ~~does~~is ~~not~~less ~~occur~~than ~~prior~~its carrying amount, or if we elect to bypass the ~~maturity~~qualitative ~~date~~assessment, Mrwe would then proceed with a quantitative assessment. ~~Mandloi~~The ~~will~~quantitative ~~have~~assessment ~~the~~involves ~~option~~calculating toan ~~receive~~estimated ~~full~~fair ~~payment~~value of ~~the~~each reporting ~~outstanding~~unit ~~principal~~based ~~balance~~on orprojected future cash flows and comparing the ~~Mandloi~~estimated ~~Note~~fair ~~Shares,~~values ~~each~~of ~~together~~the ~~with~~reporting ~~accrued~~units ~~unpaid~~to ~~interest~~their ~~paid~~carrying inamounts, including ~~cash~~goodwill. ~~Mr.~~If ~~Mandloi also~~the ~~will~~estimated ~~have~~fair value of the ~~option~~reporting tounit ~~receive~~exceeds ~~full~~its ~~payment~~carrying ofvalue, ~~the~~including ~~outstanding~~goodwill, ~~principal~~no orimpairment is recognized. However, if the ~~Mandloi~~carrying ~~Note~~amount ~~Shares~~of a reporting unit, ~~each~~including ~~together~~goodwill, ~~with~~exceeds ~~accrued unpaid~~its ~~interest~~fair ~~paid~~value, an impairment loss is recognized in ~~cash~~an amount equal to the excess, inlimited ~~connection~~to ~~with~~the atotal ~~“sale~~goodwill balance of the ~~company”~~reporting asunit. ~~such~~We ~~term~~have isnot ~~defined~~recognized any inimpairment on goodwill during the ~~convertible promissory~~quarter ~~note~~ended June 30, 2019.

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

12The Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method.

~~Table~~Business ~~of Contents~~Combinations

OnWhen ~~September~~acquiring ~~23, 2016,~~other webusinesses ~~entered~~or ~~into~~participating in amergers ~~software~~or ~~development~~joint ~~agreement~~ventures ~~with~~in ~~Takniki~~which ~~Communications~~we toare ~~further~~deemed ~~develop and enhance our online transaction platform, Travelcord. Pursuant~~ to ~~this~~be ~~software~~the ~~development agreement~~acquirer, we ~~agreed~~generally torecognize ~~pay~~identifiable aassets ~~fee of $695~~acquired,~~000~~ ~~upon delivery of enhanced~~liabilities ~~software,~~assumed ~~which~~and ~~occurred~~any onnoncontrolling ~~December~~interests ~~31,~~at ~~2016.~~their ~~The~~acquisition ~~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 offair ~~December 31~~values, ~~2019,~~ and ~~bearing~~separately ~~interest at~~from aany ~~rate~~goodwill ~~of 10%. The principal amount of this note is convertible into 10,303,070 shares of our common stock at the noteholder’s option at maturity. In the event~~ that ~~the~~may ~~Company~~be ~~completes an Uplist Transaction prior~~ required to ~~the~~be ~~December 31~~recognized. Goodwill, ~~2019~~when ~~maturity date~~recognizable, ~~the~~ ~~outstanding~~would ~~principal~~be ~~balance~~measured ofas the ~~note~~excess ~~will~~amount ~~automatically convert into 10,303,070 shares~~ of ~~common~~any ~~stock~~consideration ~~(the “Takniki Note Shares”). If the Uplist Transaction does not occur prior to the maturity date~~transferred, ~~Takniki will have the option to receive~~which ~~full~~is ~~payment~~generally ofmeasured ~~the~~at ~~outstanding~~fair ~~principal balance or the Takniki Note Shares~~value, ~~each~~over ~~together with accrued unpaid interest paid in cash. Takniki also will have~~ the ~~option~~acquisition todate ~~receive~~fair ~~full~~values ~~payment~~ of the ~~outstanding~~identifiable ~~principal~~assets oracquired ~~the~~and ~~Takniki Note Shares, each together~~liabilities ~~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~~assumed.

~~iii~~On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recorded at their fair values. ~~Guarantee~~ The acquiree's results of operations are also included in our consolidated results as of the date of acquisition. Intangible assets that arise from contractual/legal rights or are capable of being separated are measured and recorded at fair value and amortized over the estimated useful life.

~~Deposits~~Accounting offor ~~the~~such transactions requires ~~Company’s~~us ~~President~~to make significant assumptions and ~~Managing~~estimates. These ~~Director~~include, ~~with~~among ~~IndusInd~~others, ~~Bank~~any ~~Ltd.~~estimates ~~serve~~or asassumptions ~~collateral~~that may be made for athe ~~guarantee~~amounts inof future cash flows that will result from any identified intangible assets, the ~~amount~~useful lives of ~~$50,000~~such intangible inassets, ~~favor~~the amount of any contingent liabilities, including contingent consideration, to record at the ~~International~~time ~~Air~~of ~~Transport~~the ~~Association~~acquisition and ~~(“IATA”)~~the onfair ~~behalf~~values of ~~Sunalpha.~~any ~~IndusInd~~tangible ~~Bank~~assets ~~Ltd~~acquired and liabilities assumed. Although ~~will~~we ~~pay~~believe any estimates and assumptions, we make to be reasonable and appropriate at the ~~guaranteed~~time ~~amount~~they ~~for~~are ~~claims~~made, ~~through~~unanticipated ~~December~~events 31and circumstances may arise that affect their accuracy, ~~2018~~causing actual results to differ from those estimated by us.

~~10.~~Foreign ~~Income Tax~~Currency Translation

~~Deferred~~The ~~income~~Company ~~taxes~~translates the ~~reflect~~foreign ~~the~~currency ~~net~~financial ~~tax effects~~statements ofinto ~~temporary~~U.S. ~~differences~~Dollars ~~between~~using the ~~carrying~~year ~~amounts~~or reporting period end or average exchange rates in accordance with the requirements of ~~assets~~ASC 830, Foreign Currency Matters. Assets and liabilities ~~for~~are ~~financial~~translated ~~reporting~~at ~~purposes~~exchange rates ~~and~~as of the ~~amounts~~ ~~used~~balance sheet date. Revenues and expenses are translated at average rates in effect for ~~income~~the ~~tax~~periods ~~purposes~~presented. The ~~deferred~~cumulative ~~tax~~translation ~~assets~~adjustment atis ~~December~~included ~~31,~~in ~~2018~~the ~~and~~accumulated ~~March~~other ~~31,~~comprehensive ~~2018~~gain ~~were~~(loss) ~~$520,418~~within ~~and $348,098,~~stockholders’ ~~respectively~~equity (deficit).

~~The~~Earnings ~~Company~~and ~~files its~~Loss ~~income~~per ~~tax returns on a fiscal year basis.~~Share

~~The~~Basic ~~future~~earnings ~~effective~~(loss) per share is computed by dividing net income ~~tax~~(loss) ~~rate~~attributable ~~depends~~to oncommon ~~various~~stockholders ~~factors,~~by ~~such~~the asweighted average common shares outstanding for the ~~Company’s~~period. Potentially ~~income~~dilutive ~~(loss)~~common ~~before~~shares ~~taxes,~~may ~~tax~~consist ~~legislation~~of ~~and~~incremental shares issuable upon the ~~geographic~~exercise of stock options and warrants and ~~composition~~the conversion of ~~pre~~notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-~~tax~~dilutive ~~income~~and thus are excluded from the calculation.

The Company files income tax returns in the U.S. Federal jurisdiction and various State jurisdictions. Sunalpha files tax returns in India. The Company is generally subject to U.S. Federal, State and local examinations by tax authorities for the past three years.15

OnPromotion ~~December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts~~ and ~~Jobs~~Advertising 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. Our off-shore operating subsidiary has a history of operating losses so we are not subject to a transition tax. The Tax Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. Since our off-shore operating subsidiary has a history of operating losses, we are not subject to GILTI at this time. Expense

11We incur advertising expense consisting of offline costs, including newspaper and media advertising, and online advertising expense to promote our brands. We ~~New~~expense ~~Accounting~~the ~~Pronouncements~~production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., newspaper, short message service (“SMS”) or email campaign) as incurred each time the advertisement or promotion is performed. Promotion and Advertising expense was $84,906 for the quarter ended June 30, 2019, compared to $38 for the quarter ended June 30, 2018. This increase in Promotion and Advertising expenses is due to the acquisition of PRAMA.

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

~~New~~The ~~Accounting~~Company ~~Pronouncements~~accounts ~~Recently~~for ~~Adopted~~stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options over the instruments vesting period. Options awarded to purchase shares of common stock issued to non-employees do not need to be remeasured as per ASU 2018-07 principles. During the quarter ended June 30, 2019 and June 30, 2018, $25,723 and $0 was recognized in legal and consulting expenses in the Consolidated Condensed Statements of Operations, respectively, as a result of an agreement for consulting services.

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

13On April 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating prior periods. Results and disclosure requirements for reporting periods beginning after April 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840.

~~Table~~The Company elected the package of ~~Contents~~practical expedients permitted under the transition guidance, which allowed for the carryforward of historical lease classification, on whether a contract was or contains a lease, and of the assessment of initial direct costs for any leases that existed prior to April 1, 2019. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

~~New~~The ~~Accounting~~adoption ~~Pronouncements~~did ~~Not~~not ~~Yet~~impact ~~Adopted~~our beginning or prior period consolidated condensed balance sheets, statement of equity / (deficit), statement of operations and statement of cash flows.

InUnder ~~February~~Topic ~~2016~~842, the ~~FASB~~Company ~~issued~~determines if ~~ASU~~an ~~No.~~arrangement ~~2016-02,~~is ~~"Leases”~~a tolease ~~increase~~and ~~transparency~~classifies ~~and~~that ~~comparability~~lease ~~among~~as ~~organizations~~either byan ~~recognizing~~operating or finance lease at inception. If an arrangement is a lease ~~assets~~or ~~and~~contains a lease, ~~liabilities~~we onthen determine whether the ~~balance~~lease ~~sheet~~meets ~~with~~the criteria of a ~~corresponding~~finance ~~liability~~lease or an operating lease. ROU assets and ~~disclosing~~liabilities ~~key~~are ~~information~~recognized ~~about~~at ~~leasing~~commencement date based on the present value of remaining lease payments over the ~~arrangements~~lease term. For ~~public~~this ~~business entities~~purpose, only payments that are fixed and determinable at the ~~amendments~~time of commencement are considered. As the rate implicit in ~~this~~certain ~~ASU~~of ~~are~~the ~~effective~~Company's ~~for~~leases ~~fiscal~~is ~~years~~not ~~beginning~~easily ~~after~~determinable, ~~December~~the Company’s applicable incremental borrowing ~~15,~~rate ~~2018,~~is ~~including~~used ~~interim~~in ~~reporting~~calculating ~~periods~~the ~~within~~present ~~those~~value ~~fiscal~~of ~~years~~the sum of the lease payments. ~~For~~The ~~all~~right-of-use ~~other~~asset ~~entities,~~is recognized at the ~~amendments~~amount of inthe ~~this~~lease ~~ASU~~liability ~~are effective~~with ~~for~~certain ~~fiscal~~adjustments, ~~years~~if ~~beginning~~applicable. ~~after~~These ~~December~~adjustments 15include lease incentives, ~~2019~~prepaid rent, and ~~interim~~initial direct ~~reporting~~costs. ~~periods~~We ~~within~~reassess ~~fiscal~~if ~~years~~an ~~beginning~~arrangement ~~after~~is or contains a lease upon modification of the arrangement. At the commencement date ~~December~~of 15a lease, ~~2020.~~we ~~Early~~recognize ~~adoption~~a islease ~~permitted~~liability for contractual fixed lease payments and a corresponding right-of-use asset representing our right to use the underlying asset during the lease term. The ~~Company~~lease liability is ~~evaluating~~measured initially as the ~~impact~~present value of the contractual fixed lease payments during the ~~adoption~~lease ofterm. ~~this~~The ~~revised~~lease ~~guidance~~term additionally includes renewal periods only if it is onreasonably ~~its~~certain ~~consolidated~~that ~~financial~~we ~~statements~~will ~~and~~exercise ~~related~~the ~~disclosures~~options. Contractual fixed leases payments are discounted at the rate implicit in the lease when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the options will be exercised.

~~12.~~Operating ~~Net~~leases ~~Income~~are ~~(Loss)~~included ~~Per~~in ~~Share~~Operating lease right-of-use assets, Other current liabilities, and Operating lease liabilities, due after one year, in our Consolidated Condensed Balance Sheets.

~~A reconciliation of net loss and weighted average shares used in computing basic and diluted net income per share is as follows:~~16

	Third Quarter Ended December 31,						Nine Months Ended December 31,
	2018			2017			2018			2017
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$	(313,628	)	$	(246,719	)	$	(812,524	)	$	(610,715	)
Weighted average common shares outstanding		96,404,720			89,840,099			96,404,720			89,840,099
Basic net income (loss) per share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted net income (loss) per share:
Net income (loss) applicable to common shares	$	(313,628	)	$	(246,719	)	$	(812,524	)	$	(610,715	)
Weighted average common shares outstanding		96,404,720			89,840,099			96,404,720			89,840,099
Dilutive effects of convertible debt	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average common shares, assuming dilutive effect of convertible debt		96,404,720			89,840,099			96,404,720			89,840,099
Diluted net income (loss) per share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Income Taxes

~~Due~~The toCompany ~~net~~accounts ~~loss,~~for income taxes under the ~~shares~~asset and liability method, which requires the recognition of ~~common~~deferred ~~stock~~tax ~~underlying~~assets and liabilities for the ~~convertible~~expected ~~notes~~future ~~described~~tax consequences inof ~~Note~~events 9that ~~were~~have ~~not~~been included in the ~~calculation~~financial statements. Under this method, the Company has determined the deferred tax assets and liabilities based on the differences between the financial statement and tax basis of ~~diluted~~assets and liabilities by ~~net~~using ~~loss~~enacted ~~per~~tax ~~share,~~rates asin ~~they~~effect ~~would~~for ~~have~~the ~~had~~year anin ~~antidilutive~~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.

13The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. ~~Commitments~~In making such a determination, the Company considers all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company isrecords ~~the~~uncertain ~~B2B~~tax ~~Principal~~positions ~~Agent~~in ofaccordance ~~the~~with ~~Indian~~ASC ~~Railway~~740 ~~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~~basis ~~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~~two-step ~~booking~~ process. ~~Pursuant~~in towhich ~~an Application Programming Interface~~ (~~API~~1) ~~agreement,~~it ~~dated~~determines ~~October~~whether 5,it ~~2015, the Company~~ is more ~~required~~likely tothan ~~pay~~not athat ~~minimum annual maintenance fee of $7,500 to IRCTC. In~~ the ~~event~~tax ~~the~~positions ~~agreement~~will isbe ~~renewed,~~sustained ~~the amount based~~ on the ~~number~~basis of ~~active~~the ~~railway~~technical ~~agents~~merits ~~that~~of ~~use~~ the ~~Company~~position ~~rail~~and ~~booking~~(2) ~~services~~for onthose ~~the~~tax ~~Company’s~~positions ~~platform~~that ~~will~~meet bethe ~~payable~~more-likely-than-not ~~annually.~~recognition ~~On September 30~~threshold, ~~2018,~~it recognizes the ~~Company~~amount ~~renewed~~of ~~its~~tax ~~agreement~~benefit ~~with the IRCTC~~that ~~and~~is ~~paid~~more anthan ~~annual~~50 ~~maintenance~~percent ~~fee~~likely ofto ~~$8,600~~be ~~based~~realized onupon ~~the~~ultimate ~~number~~settlement ofwith ~~active~~the ~~railway~~related ~~agents~~tax ~~it has enrolled to book rail tickets~~authority.

~~Through~~Non ~~Sunalpha, the~~Income Company currently occupies approximately 2,455 square feet of office space owned by a director of the Company on a rent free basis. As of December 31, 2018 and 2017, the Company has not paid any rent. The Company is expected to pay market rate rent once the Company is profitable.Taxes

The Company ~~has~~is ~~leased~~subject ~~office~~to ~~space~~India inGoods ~~Ahmedabad,~~and ~~India~~Services ~~effective~~Tax ~~from~~and ~~March~~other 1,local ~~2016~~duties ~~for~~and anon-income ~~term~~taxes ofon ~~five~~its ~~years~~transactions in India. The ~~operations of the~~ Company ~~are~~collects ~~being~~such ~~undertaken~~taxes from ~~the~~customers, ~~new~~and ~~premises.~~pays ~~The~~such ~~Company~~taxes ~~will~~on ~~pay~~applicable ~~approximately~~supplies $1and inputs,~~260~~ ~~per~~and ~~month~~remits ~~pursuant~~the net amounts to the ~~lease~~respective local ~~agreement~~tax authorities on an accrual basis.

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

14Through PRAMA, the Company has a 29.575% equity interest in PCW, a non-trading company formed to develop a potential hotel in Bengaluru, India. The Company exercises significant influence over PCW but does not control the investee and the Company is not the primary beneficiary of the investee’s activities. PCW is accounted for using the equity method.

~~Table~~Equity investments are accounted for using the equity-method of ~~Contents~~accounting if the investment gives us the ability to exercise significant influence, but not control, over an investee. The total of our investments in equity-method investees, including identifiable intangible assets, deferred tax liabilities and goodwill, is included within “Other noncurrent assets” on our consolidated balance sheets. Our share of the earnings or losses as reported by equity-method investees, amortization of the related intangible assets, and related gains or losses, if any, are classified as “Equity-method investment activity, net of tax” on our consolidated statements of operations. Our share of the net income or loss of our equity-method investees may in the future include operating and non-operating gains and charges, which may have a significant impact on our reported equity-method investment activity and the carrying value of those investments. We regularly evaluate these investments, which are not carried at fair value, for other-than-temporary impairment.

We record purchases, including incremental purchases, of shares in equity-method investees at cost. Reductions in our ownership percentage of an investee, including through dilution, are generally valued at fair value, with the difference between fair value and our recorded cost reflected as a gain or loss in our equity-method investment activity. In the event we no longer have the ability to exercise significant influence over an equity-method investee, we would discontinue accounting for the investment under the equity method.

Included in Other Non Current Assets as of June 30, 2019, is $346,074 relating to the fair value of equity-method investments and $319,725 relating to the fair value of amounts due from equity-method investee, in aggregate $665,799. During the period April 22, 2019, through June 30, 2019, there was no recorded impairment for the equity investee. Also there was no activity in the equity method investee and so no equity-method investment activity, net of tax, was recorded in our Statement of Operations for the quarter ended June 30, 2019.

Related Parties

The Company follows FASB ASC subtopic 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

On April 1, 2019 the Company adopted ASU No. 2016-2, Leases (Topic 842) (ASU 2016-2), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional, optional transition method with which to adopt the new leases standard. This additional transition method allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, rather than in the earliest period presented in the financial statements, as originally required by ASU 2016-2.

Adoption of the standard did not result in adjustment to our prior period Balance Sheets, Statements of Operations or Statements of Cash Flows. When we adopted ASU 2016-02, we applied the package of practical expedients allowed by the standard, and therefore, we did not reassess: a) Whether any expired or existing contracts are or contain leases under the new definition; b) The lease classification for any expired or existing leases; or c) Whether previously capitalized costs continue to qualify as initial direct costs.

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

New Accounting Pronouncements Not Yet Adopted

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company's present or future consolidated financial statements.

4. LEASES

Balance sheet information related to our leases is included in the following table:

Operating leases	June 30, 2019
Operating lease right-of-use assets	$	8,335,384
Operating lease liabilities, due within one year	$	285,890
Operating lease liabilities, due after one year	$	8,233,283
Total operating lease liabilities	$	8,519,173

Operating lease liabilities, due within one year are included in Other current liabilities on our Consolidated Condensed Balance Sheet as of June 30, 2019.

The components of lease expense during the quarter ended June 30, 2019 is included in the following table:

	Financial statement line item	June 30, 2019
Amortization of right-of-use assets	Cost of revenue	$	81,304
Interest on lease liabilities	Cost of revenue		278,117
Total lease expense		$	359,421

Lease expense is included in Cost of revenue in our Consolidated Condensed Statement of Operation for the quarter ended June 30, 2019.

Supplemental other information related to leases were as follows:

Weighted Average Remaining Lease Term
Operating leases	14.5	Years
Weighted Average Discount Rate
Operating leases	14.0	%

The future maturities of lease liabilities as of June 30, 2019, are as indicated below:

As of June 30, 2019	Operating Leases
Year ending March 31, 2021	$	221,174
Year ending March 31, 2022		335,368
Year ending March 31, 2023		402,300
Year ending March 31, 2024		462,539
Thereafter		7,097,792
Total lease payments	$	8,519,173

5. PROPERTY AND EQUIPMENT, NET

Property and Equipment consists of the following as of June 30 and March 31, 2019.

	June 30, 2019			March 31, 2019
Furniture, fixtures and fittings	$	295,679		$	32,247
Leasehold improvements		867,918			-
Plant and machinery		554,205			-
Construction in process		67,039			-
Total		1,784,841			32,247
Accumulated depreciation		(77,822	)		(20,000	)
Fixed assets, net	$	1,707,019		$	12,247

Depreciation expense for the quarters ended June 30, 2019 and June 30, 2018 was $57,822 and $966 respectively.

6. INTANGIBLE ASSETS

Intangible assets with definite lives consist of the following as of June 30 and March 31, 2019:

	June 30, 2019			March 31, 2019
Software and software access agreement	$	1,107,988		$	1,088,264
Customer relationships		1,533,881			-
Total		2,641,869			1,088,264
Accumulated amortization		(802,030	)		(725,547	)
Intangible assets with definite lives, net	$	1,839,839		$	362,717

Amortization expense for the quarters ended June 30, 2019 and June 30, 2018 was $76,483 and $38,319 respectively. The Company has no impairment charge for definite lived intangible assets for the quarter ended June 30, 2019.

Intangible assets with indefinite lives consist of the following as of June 30 and March 31, 2019:

	June 30, 2019		March 31, 2019
Trademarks	$	469,204	$	-
Accumulated amortization		-		-
Intangible assets with indefinite lives, net	$	469,204	$	-

Intangible assets with indefinite lives are not amortized, they are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values.

7. AMOUNTS DUE TO AND FROM RELATED PARTIES

Amounts due from related parties arising from PRAMA

Included in the amounts due from related parties balance from the consolidated balance sheet of $951,521 as of June 30, 2019, is a $14,364 non-PRAMA brought forward from the previous period, and $937,157 arising from the acquisition of PRAMA on April 22, 2019, all of which are unsecured and non-interest bearing, which are described below:

Due from related parties	Description	June 30, 2019
Pramatech Pvt. Ltd	Shareholder in PRAMA, there are also common shareholders in PRAMA and this company	$	709,145

Mr. B. K. Ashok	Shareholder in PRAMA		108,765
Alchemy Food & Franchisee Solutions Pvt. Ltd	Company partly owned by the Chief Executive Officer of a subsidiary of PRAMA		36,307
Prime Finvest Leasing Limited	Company partly owned by a PRAMA shareholder, has common shareholders with Pramatech Pvt. Ltd above		36,255
Opus Restaurants Pvt. Ltd	Shareholder in PRAMA, there are also common shareholders in PRAMA and this company		10,151
Mr. Akbar S Khwaja	Chief Executive Officer of a subsidiary of PRAMA		31,458
Mr. M. V. Chetan Kumar	Shareholder in PRAMA		5,076
Total		$	937,157

Amounts due to related parties arising from PRAMA

Included in the amounts due to related party balance from the consolidated balance sheet of $909,610 as of June 30, 2019, is a $13,828 non-PRAMA brought forward from the previous period and $895,782 of various liabilities assumed on the purchase of PRAMA on April 22, 2019 which are described below:

Due to related parties	Description	June 30, 2019
Opus Hotels & Resorts Pvt. Ltd	Shareholder in PRAMA, there are also common shareholders in PRAMA and this company	$	680,866
Mr. Mahesh Gandhi	Shareholder in PRAMA		187,226
Mr. Sobha Gandhi	Relative of Mahesh Gandhi, (shareholder above)		243
Navkar Pole Products Ltd	Company partly owned by a PRAMA shareholder		7,251
Mr. Pravin Rathod	Shareholder in PRAMA		15,845
Mr. Akbar Khwaja	Chief Executive Officer of a subsidiary of PRAMA		4,351
Total		$	895,782

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

8. LOANS WITH THIRD PARTIES

Loans and borrowings with third parties are discussed below:

	As of
	June 30, 2019			March 31, 2019

Current liabilities:
Convertible note with United Techno Solutions, Inc	$	250,000		$	-
Current portion of long term loan with Small Industries Development Bank of India		182,801			-
Short term borrowing with NeoGrowth Credit Private Limited		34,421			-
	$	467,222		$	-
Long term loans and convertible notes:
Long term portion of loan with Small Industries Development Bank of India	$	554,372		$	-
Convertible note with United Techno Solutions, Inc		-			250,000
Less current portion of Small Industries Development Bank of India loan		(182,801	)		-
	$	371,571		$	250,000

On March 16, 2019 the Company obtained a $250,000 convertible note from United Techno Solutions, Inc with a maturation date of April 1, 2020 and an embedded interest rate of 8%. The note may convert into 357,143 shares of common stock at the noteholder’s option. The balance outstanding as of June 30, 2019 amounted to $250,000. No interest has been paid on this note.

As part of the acquisition of PRAMA on April 22, 2019, the Company assumed a loan with NeoGrowth Credit Private Limited. The remaining balance as of June 30, 2019 was $34,421 with a maturation of March 21, 2020. This is included in short term borrowings as of June 30, 2019. The loan has an embedded finance charge of 18% interest over an 18 month period. The loan is paid in daily installments, interest is paid in Indian Rupees and approximates $23 per day. The loan is callable on demand. Interest paid during the period April 22, 2019 through June 30, 2019 approximated $1,610.

As part of the acquisition of PRAMA on April 22, 2019, the Company assumed a loan with Small Industries Development Bank of India. The original principal was $969,932 (60 million Indian Rupees), on December 31, 2013 and is payable over monthly installments over 7 years, with no payments due in the first twelve months of the loan. The bank has the right to convert the loan into equity capital of PRAMA. The rate of interest is 15.5% per annum. The loan is secured by: a) A senior secured charge on all moveable assets located at a contract hotel in Ahmedabad, India; b) Pledged deposit of $80,828 (5 million Indian Rupees); c) mortgage of leasehold rights in the lease contract for the contract hotel in Ahmedabad, India; d) Guarantee of Prama Consultancy Services Pvt. Ltd a related party of the Company; and e) the personal guarantees of Messrs. Mahesh Gandhi, Pravin Rathod,

9. LOANS WITH RELATED PARTIES

Loans and borrowings with related parties are discussed below:

	As of
	June 30, 2019		March 31, 2019

Current liabilities:
Convertible note with Takniki Communications, Inc	$	695,000	$	695,000
Convertible note with Arna Global LLC		-		956,000
Loan with Mr. Mahesh Ghandi		329,323		-
Promissory note with Arna Global LLC		200,000		-
Convertible note with Mr. Deepak Sharma		-		150,515
Convertible note with Mr. Sachin Mandloi		-		36,642
	$	1,224,323	$	1,838,157

On December 31, 2016, the Company issued a convertible note to Takniki Communications, Inc, an affiliate owned by Sachin Mandloi, our Vice President and a director, totaling $695,000. This note was issued pursuant to a Software Development Agreement dated September 23, 2016 between Takniki Communications, Inc and the Company to finance the upgrade of our Travelcord operating software. The note has a maturation of December 31, 2019, and bears interest at the rate of ten percent payable at maturity. The principal amount of this note is convertible into 10,303,070 shares of the Company’s common stock at the noteholder’s option at maturity.

The loan from Mr. Mahesh Gandhi was assumed as a result of the purchase of PRAMA on April 22, 2019. The loan amounted to $320,114 and $329,323 as of April 22, 2019 and June 30, 2019, respectively. The counterparty is Mr. Mahesh Gandhi, a shareholder in PRAMA. This is an informal loan agreement. The loan bears interest at the rate of 15% per annum and is callable on demand. The accrued but not paid interest on this loan included in the balance as of June 30, 2019 amounted to $9,209.

On April 16, 2019, the Company borrowed $300,000 from ARNA Global LLC, an entity owned and controlled by Mr. Sharma, its President and CEO, to partially fund the acquisition of PRAMA. During the quarter, $100,000 was re-paid to ARNA Global LLC, however $200,000 was outstanding as of June 30, 2019. On July 8, 2019, the remaining $200,000 was repaid. The loan is unsecured and bears interest at 10% per annum.

On March 7, 2016, the Company issued a convertible note to Arna Global LLC, a related party wholly owned by the CEO and President of the Company for $956,000. The note matured on March 7, 2019, and bore interest at the rate of ten percent. The note was converted into 21,194,381 shares of common stock at the noteholders option on March 7, 2019.

On March 8, 2016, the Company issued a convertible note to Mr. Sachin Mandloi, a related party for $38,076. The note matured on March 8, 2019, and bore interest at the rate of ten percent. The note was converted into 835,552 shares of common stock at the noteholders option on March 8, 2019.

On March 8, 2016, the Company issued a convertible note to Mr. Deepak Sharma, the CEO and President of the Company for $156,407. The note matured on March 8, 2019, and bore interest at the rate of ten percent. The note was converted into 3,432,234 shares of common stock at the noteholders option on March 8, 2019.

10. STOCKHOLDERS’ EQUITY

During the quarter ended June 30, 2019, the Company issued an aggregate of 30,441,407 of common shares by means of: a) 25,462,167 common shares through conversion of notes; b) 2,632,653 common shares relating directly to the PRAMA acquisition; c) 1,571,430 common shares when the warrant holders exercised their $0.01 warrants; and d) 775,157 common shares through a private placement. These events are described in further detail below.

In June 2019, the Company issued 25,462,167 common shares and reduced its liabilities by approximately $1,150,483 in connection with three separate related parties who converted their notes. These were non-monetary transactions.

On April 22, 2019, the Company issued 2,632,653 common shares to the shareholders of PRAMA, at a price of $0.28 per share, as part of the PRAMA acquisition. This was a non-monetary transaction.

In June 2019, the Company issued 1,571,430 common shares when the warrant holders exercised their warrants and received approximately $15,714 in cash.

During the quarter ended June 30, 2019 the Company issued and sold 775,157 units comprising one share and warrant to purchase two share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per unit was $0.70 resulting in aggregate proceeds of $542,610 to the Company. The Company issued warrants to acquire approximately 1,550,314 common shares pursuant to the 775,157 units listed above during the quarter ended June 30, 2019. These warrants shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date at an exercise price of $0.01.

Warrants:

The following table is the summary of warrant activities during the period:

Warrants	Number of shares		Weighted average exercise price		Weighted average remaining contractual life		Approximate aggregate intrinsic value
Outstanding as of March 31, 2019		1,571,430	$	0.01		3.0	$	345,000
Issued		1,550,314	$	0.01		3.0	$	340,000
Exercised		1,571,430	$	0.01		-		-
Expired		-		-		-		-
Outstanding as of June 30, 2019		1,550,314	$	0.01		3.0	$	340,000

Aggregate intrinsic value represents the difference between the Company’s estimate of the fair value of its common shares and the exercise price of outstanding, in-the-money warrants. The Company is not actively traded on the Over the Counter Market. The total intrinsic value of warrants exercised for the three month period ended June 30, 2019 was minimal. The fair value of warrants granted during the three months ended June 30, 2019 approximated $0.23 per warrant.

11. INCOME TAX

US taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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

The future effective income tax rate depends on various factors, such as the Company’s income (loss) before taxes, tax legislation and the geographic composition of pre-tax income. The Company files income tax returns in the U.S. Federal jurisdiction and various State jurisdictions. Sunalpha and PRAMA file tax returns in India and due to losses, no tax liability or net deferred tax asset is recorded. The Company is generally subject to U.S. Federal, State and local examinations by tax authorities for the past three years.

Indian taxes

Historically, the Company has not paid Indian income taxes because of historical losses. For the period April 22, 2019 to June 30, 2019, the Company believes the PRAMA results of operations would not have resulted in an income tax liability, due to the calculation of a pro forma tax loss for the period and the availability of prior period tax losses.

12. EARNINGS AND LOSS PER SHARE

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

The computation of basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect.

The Company has outstanding convertible debt of $945,000 which converts into 10,660,213 of the Company’s common stock, which may cause diluted earnings per share. Since the Company has only incurred losses, basic and diluted loss per share are the same as potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive.

The Company issued approximately 1,550,314 warrants during quarter ended June 30, 2019, which had minimal impact on the earning per share calculation for the quarter ended June 30, 2019.

	Quarter Ended
	June 30, 2019			June 30, 2018
Basic net loss per share:

Net loss attributable to TripBorn, Inc.	$	(427,264	)	$	(259,159	)
Weighted average common shares outstanding		97,605,456			95,711,874
Basic net loss per share attributable to TripBorn Inc. common stockholders	$	(0.00	)	$	(0.00	)

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

13. COMMITMENTS AND CONTINGENCIES

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

Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by the CEO of the Company on a rent-free basis. As of June 30, 2019 and 2018, the Company has not paid any rent. There were no significant commitments or contingencies for PRAMA as of June 30, 2019.

The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. On the acquisition of PRAMA, on April 22, 2019, the Company assumed an interest in an arbitration claim. PRAMA made an arbitration claim of approximately $295,000 (21.2 million Indian Rupees) against Ms. Khurana Hotels and Apartments Private Limited in the Civil Court Senior Division of Amritsar, India. The claim is based on the asserted failure of Ms. Khurana Hotels and Apartments Private Limited, as lessor, to comply with the terms of the lease. As of the date of this filing, the arbitration proceedings are on-going.

Although litigation and arbitration are inherently uncertain, based on the information currently available, management does not believe that the currently pending arbitration will have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.

14. BUSINESS SEGMENTS

Prior to the acquisition of PRAMA, a hospitality company, the Company was a one segment company. Following, the acquisition of PRAMA, the Company’s chief operating decision maker changed the information he receives to manage, assess, operate the business and to allocate capital. Accordingly, the Company changed its operating segments to comprise: eCommerce aggregation services and Hospitality, respectively. The Company management reviews and evaluates the operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing financial performance. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Company reports financial information and evaluates its operations by revenues. Management, including the chief operating decision maker, reviews operating results solely by revenue and operating results.

All net revenues are derived from transactions with third party customers, there are no inter-segment revenues. All of the net revenue is derived from operations in India, substantially all of the expenses are borne in India, with certain expenses borne in the US.

The Company measures segment performance based on loss from continuing operations. Summarized financial information concerning each of the Company's reportable segments is as follows:

	Three months ended June 30, 2019
	eCommerce Aggregator			Hospitality			Intersegment elimination			Consolidated total
Segment results and total assets
Net revenue	$	132,120		$	1,693,738		$	-		$	1,825,858

Cost of revenues		(108,145	)		(1,324,160	)		-			(1,432,305	)
Operating expenses		(263,871	)		(573,958	)					(837,829	)
Loss from operations, before other expense, net		(239,896	)		(204,380	)	$	-			(444,276	)
Other expense, net		(46,347	)		(72,132	)		-			(118,479	)
Net loss	$	(286,243	)	$	(276,512	)	$	-		$	(562,755	)
Total assets	$	4,950,735		$	17,654,185		$	(2,783,529	)	$	19,821,391

During the quarter ended June 30, 2019, the Company derived approximately 93% and 7% of its revenue from its Hospitality and eCommerce Aggregation segments, respectively, compared to 100% of its business from its eCommerce Aggregation segment solely, for the quarter ended June 30, 2018.

15. SUBSEQUENT EVENTS

In August 2019, the Company issued 714,286 units at a price $0.70 and received approximately $500,000. Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. Each warrant can be exercised at any time prior to August 16, 2022 for the purchase of one share at an exercise price of $0.01.

In October 2019 the Company issued 535,718 units at a price $0.70 and received approximately $375,000. Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. Each warrant can be exercised at any time prior to October 10, 2022 for the purchase of one share at an exercise price of $0.01.

In October 2019, the Company issued 4,050,313 shares for the warrants that were outstanding and received approximately $40,503.

On July 8, 2019, the remaining $100,000 due on the promissory note to ARNA Global LLC, an entity owned and controlled by Mr. Sharma, the Company’s President and CEO, was repaid.

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

Introduction

In the accompanying analysis of financial information, we sometimes use information derived from consolidated unaudited financial data but not presented in our financial statements prepared in accordance with U.S. GAAP. Certain of these data are considered “non-GAAP financial measures” under SEC rules. See the Non-GAAP Financial Measures section for the reasons we use these non-GAAP financial

measures and the reconciliations to their most directly comparable GAAP financial measures. Certain columns and rows within

the tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers. Discussions throughout this Management Discussion & Analysis (“MD&A”) are based on continuing operations unless otherwise noted. The Management Discussion and Analysis should be read in conjunction with the unaudited consolidated condensed financial statements and notes to the unaudited consolidated condensed financial statements.

Forward-Looking Statements

~~This~~The ~~Quarterly~~Company ~~Report~~makes ~~on Form 10-Q contains “~~forward-looking statements” ~~within~~in ~~the~~Management’s Discussion ~~meaning~~and Analysis of ~~the~~Financial ~~Private~~Condition ~~Securities~~and ~~Litigation~~Results ~~Reform~~of ~~Act~~Operations ofand ~~1995~~elsewhere (in this report based on the ~~“PSLRA”).~~beliefs and ~~All~~assumptions ~~statements~~of ~~other~~our ~~than~~management ~~statements~~and ofon ~~historical~~information ~~fact~~currently ~~are~~available “to us. This report contains forward-looking statements” ~~for~~within the ~~purposes~~meaning of ~~federal~~Section ~~and state~~27A ~~securities~~of ~~laws,~~the ~~including: any~~Securities ~~projections~~Act of ~~earnings~~1933, ~~revenues~~as oramended, ~~other~~and ~~financial~~Section ~~items;~~21E ~~any~~of ~~statements regarding~~ the ~~adequacy,~~Securities ~~availability~~Exchange ~~and~~Act ~~sources~~ of ~~capital~~1934, ~~any~~as amended. All statements, other than statements of ~~the~~historical ~~plans,~~fact ~~strategies~~included ~~and~~in ~~objectives~~this ofreport, ~~management~~including, ~~for~~without ~~future~~limitation, statements ~~operations;~~regarding ~~any~~our ~~statements~~financial ~~concerning~~position, ~~proposed~~business ~~new~~strategy ~~products,~~and ~~services~~other orplans ~~developments;~~and ~~any~~objectives ~~statements~~for ~~regarding~~our future ~~economic conditions~~operations, orare ~~performance;~~forward-looking statements. ~~any~~These statements ofinclude ~~belief;~~declarations ~~and~~regarding ~~any~~our ~~statements~~management’s ofbeliefs ~~assumptions~~and ~~underlying~~current ~~any~~expectations. ofIn ~~the~~some ~~foregoing. Forward~~cases, you can identify 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 ~~other~~the ~~similar~~negative ~~words. In~~of ~~addition to~~such ~~any~~terms ~~assumptions~~or other ~~and~~comparable ~~other~~terminology. ~~factors~~Forward-looking ~~and~~statements ~~matters~~by ~~referred~~their tonature ~~specifically~~address inmatters ~~connection~~that ~~with~~are, ~~such~~to ~~forward-looking~~different ~~statements~~degrees, uncertain. ~~factors~~Our ~~that~~business ~~could~~has ~~cause~~been ~~actual~~undergoing ~~results~~substantial orchange, ~~outcomes~~which tohas ~~differ~~magnified ~~materially~~such ~~from~~uncertainties. ~~those~~Readers ~~contained~~should inbear ~~forward-looking~~these ~~statements include~~factors ~~those~~in ~~factors~~mind ~~set~~when ~~forth~~considering inforward-looking ~~this~~statements ~~Quarterly~~and ~~Report,~~should ~~particularly~~not ~~under~~place ~~the~~undue ~~headings,~~reliance ~~“Risk~~on ~~Factors”~~such ~~and~~statements. ~~“Management’s~~Forward-looking statements ~~Discussion~~involve ~~and~~a ~~Analysis~~number of ~~Financial~~assumptions, ~~Condition~~risks and ~~Results~~uncertainties ofthat ~~Operations"~~could ~~and~~cause ~~subsequent~~actual ~~reports~~results ~~that~~to wediffer ~~file~~materially ~~with~~from ~~the~~those ~~Securities~~suggested ~~and~~by ~~Exchange~~such ~~Commission~~statements.

~~Although~~Any wenumber ~~believe~~of risks and uncertainties could cause actual results ~~that~~to ~~the~~differ ~~expectations~~materially ~~reflected~~from those we express in our forward-looking statements ~~are reasonable~~, ~~actual~~including ~~results~~the ~~could~~risks ~~differ~~and ~~materially~~uncertainties ~~from~~we ~~those~~describe ~~projected~~below orand ~~assumed. Our~~other ~~future~~factors ~~financial~~we ~~condition~~describe ~~and~~from ~~results~~time ofto ~~operations,~~time asin ~~well~~our asperiodic ~~any~~filings ~~forward-looking~~with ~~statements, are~~the ~~subject~~SEC. toWe ~~change~~therefore ~~and~~caution you not to ~~inherent~~rely unduly ~~risks~~on ~~and~~any ~~uncertainties,~~forward-looking ~~such~~statement. asImportant ~~those~~factors ~~disclosed~~that incould ~~this~~cause ~~prospectus. We~~actual doresults ~~not~~to ~~intend~~differ include, ~~and~~ ~~undertake~~but noare ~~obligation,~~not limited to, ~~update~~the ~~any~~risks ~~forward-looking~~discussed ~~statement,~~in ~~except~~“Risk asFactors” ~~required~~and bythe ~~law.~~following:

~~Notwithstanding~~· the ~~above,~~ ~~Section~~adequacy ~~21E~~ of ~~the~~our ~~Securities~~financial ~~Exchange Act of 1934~~resources, asincluding ~~amended,~~our ~~expressly~~sources ~~states~~of ~~that~~liquidity ~~the safe harbor for forward looking statements under the PSLRA does not apply~~ to ~~companies~~fund ~~that~~business ~~issue~~development ~~penny~~activities ~~stocks.~~and ~~Accordingly,~~pursue ~~the~~acquisition ~~safe harbor for forward looking statements under the PSLRA is not currently available to us because we may be considered to be an issuer of penny stock.~~opportunities;

~~The~~· ~~information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with~~ our ~~consolidated~~ability ~~financial statements~~to ~~and the notes included in this Quarterly Report~~find, ~~and~~negotiate ~~the audited consolidated financial statements~~ and ~~notes~~close ~~and~~acquisition ~~Management’s Discussion~~opportunities ~~and~~at ~~Analysis~~appropriate ofrisk-adjusted ~~Financial~~returns ~~Condition~~ and ~~Results~~market ~~of Operations contained in our Annual Report on Form 10-K filed on June 28, 2018.~~rates;

our ability to extend, where needed maturities on existing notes;

our ability to raise equity capital at the right market terms;

the initiation of new legal proceedings;

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

our ability to contain and reduce our operating costs;

the loss of the services of our directors and officers and senior managers;

uncertainty related to general economic and market conditions, travel and hospitality market conditions;

uncertainty related to our ability to integrate the operations of PRAMA, a 51% equity interest subsidiary to our eCommerce Aggregator business;

uncertainty related to our ability to conduct future acquisitions to gain economies of scale and to leverage travel network synergistic benefits;

credit losses sustained in the event of a failure or lack of insurance coverage from the Deposit Insurance and Credit Guarantee Corporation of India for bank balances maintained in India; and

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

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.

Overview

WeThe Company ~~are~~is an ~~online~~eCommerce ~~travel~~aggregator ~~agency,~~and ~~sometimes~~a ~~referred~~hospitality tomanagement ascompany. anAn ~~OTA,~~aggregator ~~that~~model ~~offers~~is ~~travel~~a ~~reservations~~form ~~and~~of ~~related travel~~eCommerce ~~services~~whereby ~~and products to travel agents in India through~~ our website, www.tripborn.com. ~~Currently~~aggregates, weinformation ~~operate~~on asvarious atravel ~~business to~~and ~~business,~~hospitality orvendors ~~B2B,~~and ~~online~~presents ~~travel~~them ~~agency~~on ~~that~~a ~~serves~~single ~~travel~~platform, to ~~agents~~ease, ~~and~~facilitate, ~~travel~~coordinate ~~companies~~and ~~based~~effectuate inconsumer ~~India in booking~~ travel ~~services~~ and ~~products~~hospitality ~~for their customers~~needs. ~~Through~~The Hospitality ~~our~~segment ~~internet-based~~is ~~platform,~~an ~~our~~Indian ~~travel~~based ~~agent~~operator ~~customers~~of ~~can~~20 ~~search~~hotel ~~and~~properties ~~book~~in ~~domestic and~~16 ~~international~~cities ~~air~~with ~~tickets,~~949 ~~hotels,~~keys ~~vacation~~under ~~packages,~~7 ~~rail~~brands ~~tickets and bus tickets,~~ as ~~well~~of asJune ~~ancillary travel-related services~~30, ~~and e-commerce money transfer products~~2019. ~~We serve over 8,286 agents across Indian states.~~

WeThe eCommerce ~~are~~aggregator business functions as a Last Mile Commerce and Connectivity aggregator that delivers product and services to offline consumers using a ~~holding~~service ~~company~~agent ~~incorporated~~network in ~~Delaware~~India through our website. Currently, we operate as a business to business, or B2B, Last Mile Commerce platform that serves business agents and companies based in ~~2010~~India in providing travel and financial services products for their offline customers. ~~Deepak~~Through ~~Sharma~~our website, our ~~president~~business or travel agents can search and ~~director,~~book ~~formed~~domestic and ~~our~~international ~~operating~~air ~~subsidiary~~tickets, ~~Sunalpha~~ ~~Green~~hotels, ~~Technologies~~vacation ~~Private~~packages, ~~Limited~~rail tickets and bus tickets, ~~under~~as ~~the~~well ~~laws~~as ofancillary ~~the~~travel-related ~~Republic~~services and offinancial ~~India~~services inincluding ~~2010~~money transfer bill payment, and Micro ATM products. ~~Sunalpha~~The ~~commenced~~eCommerce ~~operations~~Aggregator assegment operates anthrough ~~OTA~~Sunalpha inGreen ~~India~~Technologies inPrivate ~~February~~Limited ~~2014~~(“Sunalpha”), a wholly owned subsidiary.

~~Prior~~The ~~to acquiring~~hospitality ~~Sunalpha~~business is comprised of our 51% equity interest in ~~December~~our ~~2015~~subsidiary, wePRAMA, ~~operated~~which aswas aacquired ~~shell~~on ~~company~~April ~~with~~22, ~~nominal~~2019. orThe nohospitality ~~assets~~business oroperates ~~operations.~~the Wefollowing ~~were~~mid-priced ~~known~~to asbudget brands ~~PinstripesNYC~~in India: Mango Hotels, ~~Inc.~~ ~~until~~Mango ~~January~~Suites, ~~2016~~Mango Hotels Select, Mango Suites Select, i-Stay Hotels and Apodis Collection. WeAPODIS and ~~filed~~IntelliStay ~~reports~~function as ~~PinstripesNYC,~~umbrella ~~Inc~~brands. ~~with~~Our ~~the~~brands ~~SEC~~strive ~~under~~to ~~the~~highlight ~~Exchange~~friendly ~~Act~~service ~~from~~and ~~August~~reflects ~~2010~~a ~~until~~local wespin on the travel ~~terminated~~experience ~~our~~in ~~registration~~an ~~under~~environment ~~the~~that ~~Exchange~~allows ~~Act~~customers into ~~May~~feel ~~2013.~~welcome ~~Our~~and ~~fiscal~~at ~~year~~home ~~ends~~while onpaying ~~March~~a 31budget price. WeOur ~~refer~~focus is to ~~the~~anticipate guest ~~fiscal~~needs ~~year~~and ~~ended March~~pleasantly ~~31,~~surprise ~~2019~~them aswith ~~fiscal~~our ~~2019~~customer ~~and~~service. ~~the~~Under ~~fiscal~~our ~~year~~asset-light ~~ended~~business ~~March 31~~model, ~~2018~~we asmanage ~~fiscal~~hotels, ~~2018~~rather than owning them.

WePRAMA ~~manage~~was ~~our~~acquired ~~OTA~~not ~~business through~~only ~~Travelcord,~~for ~~our~~its ~~proprietary internet~~asset-~~based~~light ~~online~~hotel ~~transaction~~property management ~~platform. Through our website~~business, ~~www.tripborn.com, we~~but ~~offer~~also afor ~~wide~~the ~~inventory~~expectation ofthat ~~travel~~we ~~services~~plan ~~and products~~ to ~~travel~~deliver ~~agents~~organic ~~who~~growth ~~serve the growing middle class of largely offline travelers in semi-urban~~ and ~~rural~~synergies ~~regions~~through ofcombining ~~India.~~the ~~Through our proprietary technology, we consolidate and provide our travel agent~~PRAMA ~~customers~~portfolio with ~~access~~the toeCommerce ~~travel~~Aggregator ~~bookings~~platform ~~and~~to ~~hotel~~increase ~~reservations~~traffic ~~that~~in ~~otherwise would be costly~~ and ~~time-consuming~~capture tomargin ~~obtain for their customers~~ in anboth ~~often-fragmented marketplace~~segments. ~~While~~In ~~some~~addition, ofwe ~~our more established competitors have focused on selling directly~~pursue toacquisition ~~consumers in urban areas~~targets, ~~our~~for ~~travel~~the ~~agent~~purpose ~~partners~~of ~~tend~~effecting toa ~~be small~~merger, ~~brick~~share ~~and~~exchange, ~~mortar~~asset ~~establishments~~acquisition, ~~that~~share ~~serve~~purchase, ~~travelers~~reorganization ~~who~~or ~~rely~~similar onbusiness ~~more~~combination ~~personalized transactions for their travel booking needs due~~ to ~~language~~fuel ~~barriers~~scale and ~~lack~~growth ofwithin ~~access to~~ the ~~internet or~~broad ~~credit~~hospitality ~~cards~~sector. 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.

15eCommerce Aggregator business overview

~~Table~~We have built, advanced and secure, service-oriented technology platforms, that integrate our sales, customer service and fulfillment operations. Our website is hosted in the cloud and is used by our B2B customers or service agents to enable them to sell our full suite of ~~Contents~~online travel services to their customers. Our technology platforms are scalable and can be augmented to handle increased traffic and complexity of products with limited additional investment, an example of which is the high traffic generated by promotional rates offered simultaneously by multiple travel operators and suppliers. Our website facilitates the requirements of the growing Indian middle-class travel market, which is characterized by lower rates of internet penetration and digital technology, when compared to more developed countries. We have a network of approximately 10,200 registered agents across over 200 cities in India.

We ~~generate~~have ~~revenue~~designed ~~through~~our customer facing websites to be user-friendly to our ~~ticketing~~B2B ~~business~~customer, ~~which~~providing ~~includes~~our ~~rail~~customers ~~ticketing,~~with ~~bus~~extensive ~~ticketing~~low-price options and ~~air~~alternative ~~ticketing,~~routings. ~~and~~We continuously make improvements to our ~~hotel~~online ~~reservations~~booking ~~and~~platforms ~~vacation~~to enhance the user experience by focusing on automation. Our cloud-based platform has been designed to link to our multiple suppliers’ systems either through “direct connects” or a global distribution system (“GDS”), we use both Amadeus and ~~business~~Galileo, ~~packages~~and ~~business~~are capable of delivering real-time availability and pricing information for multiple options simultaneously. WeOur ~~also~~platform ~~generate~~is ~~revenue~~hosted by ~~providing~~a cloud-based IBM service, which provides a high degree of reliability, security and scalability and helps us to maintain adequate capacity. Since commencing operations as an online ~~payment~~travel agent in February 2014, we have steadily worked to add suppliers in order to provide additional services and ~~access~~better pricing for our service agent customers. As internet penetration in India continues to ~~visa~~increase, ~~processing~~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 scalable for suppliers and transactions.

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. 29

~~Historical~~eCommerce ~~Operations~~Aggregator ~~and~~operating ~~Outlook~~ metrics

~~Since~~In ~~commencing~~evaluating ~~operations as an OTA in February 2014, we have grown~~ our ~~business~~eCommerce ~~by initially processing~~Aggregator ~~a few searches a day to processing approximately 4~~business,~~378,424~~ ~~searches~~we inuse ~~quarter~~operating ~~ended December 31~~metrics, ~~2018.~~including ~~During~~gross ~~fiscal~~bookings ~~2018, we experienced increased traffic on our website due to our efforts in marketing~~ and ~~branding~~revenue margin. ~~Our~~Gross ~~agent~~bookings ~~customers average logins~~ are ~~more~~ ~~than~~a ~~2928~~measure ~~with average session time~~ of ~~more than 20 minutes. We have steadily worked to add suppliers in order to provide additional services and better pricing for our travel agent customers. In~~ the ~~development~~total ~~stages, we have relied on user feedback~~dollar tovolume ~~enhance~~of ~~our~~transactions ~~core~~that ~~technology. As internet penetration in India continues to increase,~~ we ~~anticipate~~process ~~that~~and weis ~~will~~used beby inus ~~a position~~ to ~~use~~measure our ~~established~~scale ~~platform to offer travel services~~ and ~~related services directly to consumers~~growth. We ~~believe~~calculate ~~our~~revenue ~~online~~margin ~~platform~~as revenue isas ~~capable~~a ofpercentage ~~managing hundreds~~ of ~~suppliers~~gross ~~and millions of transactions in furtherance of our growth strategies~~bookings.

In November 2015, we integrated the Indian Railway reservation system into our online platform using complex and scalable technology tools. Previously, we provided rail ticketing through a third-party supplier. Becoming a principle agent has resulted in and will continue to result in an increase in rail ticketing revenue associated with an increase in fees associated with enrolling our travel agent customers and usage fees for ticketing. We have also experienced, and anticipate that we will continue to see, an increase in selling, general and administrative expenses associated with hiring additional personnel and expanding our marketing activities in connection with the expanded rail ticketing services as well as an increase in legal and consulting expenses associated with becoming a reporting company with the SEC.

	Quarter ended June 30
	2019	2018

Gross Bookings^1*	$15,042,550	$13,720,529
Net revenues	$132,120	$95,640
Gross Bookings Margin^2*	0.88%	0.70%

~~Assuming we~~1* ~~are~~Gross ~~successful~~bookings inrepresent ~~enrolling~~the ~~new~~total ~~travel~~retail ~~agents~~value of ~~while~~transactions ~~retaining~~booked ~~our~~through ~~existing travel agents~~us, wegenerally ~~anticipate~~including ~~that~~taxes, wefees ~~will achieve sustainable~~ and ~~predictable~~other ~~cash~~charges, ~~flow~~ and ~~revenue~~are ~~growth,~~generally ~~year-over-year.~~reduced ~~However,~~for ~~there~~cancellations and isrefunds. noGross ~~assurance~~bookings ~~that~~differ wefrom ~~will~~the beCompany’s ~~successful in~~net ~~implementing~~revenues, ~~our~~which ~~business~~reflect ~~model~~the ~~and~~revenue ~~achieving~~earned ~~our~~by ~~operational~~the ~~and financial objectives~~Company.

We2* ~~expect to~~Gross ~~see an increase in~~ bookings ~~through~~margin ~~our~~is ~~website~~defined ~~and~~as anet ~~corresponding increase in revenue in fiscal 2019 due to the recent expansion~~revenues ofas ~~our~~a ~~sales~~percentage ~~force and our expansion into the states~~ of ~~Maharashtra,~~gross ~~Karnataka and Madya Pradesh~~bookings. ~~In fiscal 2019 we expect to expand into other neighboring states in India.~~

~~India remains a largely unbanked country with cash transactions typical.~~ The ~~Indian~~increase ~~government’s~~in ~~decision~~gross tobookings ~~demonetize~~is ~~their~~driven ~~two~~primarily ~~largest~~by ~~bank notes~~ increases in ~~circulation on~~incentives, ~~November 8~~fees, ~~2016~~penalty ~~caused a disruption throughout India’s economy~~income, ~~slowing growth~~ and ~~forcing~~surcharges ~~customers~~paid toby ~~focus~~our onservice ~~day to~~agent ~~day expenses~~customers. ~~This~~The ~~move~~revenue ~~slowed~~margin ~~India’s~~increased ~~GDP during the fourth~~ quarter ~~of fiscal 2017 to 6.1% causing India to lose its~~over ~~status~~quarter asby ~~being~~approximately ~~the~~18 ~~world’s~~basis ~~fastest growing economy. Growth in some of our travel products slowed during the quarter~~points, ~~while our~~due ~~money transfer product grew during this period. We believe that the slowdown in growth will be short lived as the impacts of re-monetization have begun~~ to beincreased ~~felt~~margin ~~and~~from ~~GDP~~suppliers ~~growth is projected to be 7.3% and 7.4%~~ in ~~2018~~our ~~and 2019~~offerings.

~~India’s~~Hospitality biggest indirect tax reform in the form of Goods and Services Tax (GST) was completed and a comprehensive dual GST was introduced in India on July 1, 2017. These reforms were approved by the Parliament after they were introduced as part of the Money Bill. Following the passage of the GST Acts, the GST Council decided the rates for the Goods and Services to be taxed under the GST regime. GST is considered to be the biggest tax reform in India since independence. It will help realize the goal of “One Nation-One Tax-One Market.” GST is expected to benefit all the stakeholders – industry, government and consumer, however several changes are introduced since its inception to accommodate business ~~requirements and learning from the change of doing business, which requires our process and technology to be agile to adopt changes in the governance and statutory requirements.~~overview

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

~~Tripborn~~The Indian ~~looks~~travel atand ~~GST~~hospitality ~~for~~segment ~~hotels~~is ~~and~~highly ~~tourism~~fragmented, aswith aattention ~~mixture~~focused ofon ~~simpler,~~a ~~smoother~~handful ~~rules~~of ~~and seemingly~~ higher ~~costs~~end &luxury ~~compliance~~brands. ~~The process~~ toThere ~~claim~~has been ~~and~~a ~~avail~~dearth ~~ITC~~of ~~(input~~branded ~~tax~~hotel ~~credit)~~chains iscatering ~~simple~~to ~~and~~mass ~~clear. Earlier~~segments, ~~adjusting~~where ~~the~~demand ~~tax~~is ~~paid~~primarily ondriven ~~inputs~~by ~~against~~approximately ~~the~~650 ~~output~~million ~~was~~young ~~complex~~travelers ~~and~~aged ~~error-prone.~~between ~~This~~24 isand ~~believed~~35, keen to ~~have~~travel, ~~become~~enabled ~~easy~~by ~~with~~higher ~~GST.~~disposable ~~Also,~~income ~~under~~and ~~GST,~~improved ~~tourists~~transport ~~have~~options. aWith changing ~~clearer~~times, ~~idea about~~ the ~~tax~~young ~~they~~travelers ~~are~~have ~~paying,~~created ~~and~~demand wein ~~believe~~India’s insmaller ~~the~~towns ~~longer~~and ~~run~~hence ~~that~~creating ~~GST~~a ~~will~~need ~~help~~for ~~Tripborn~~predictable hotel ~~grow~~experience ~~faster~~with ~~and~~affordable ~~efficiently~~pricing.

~~The~~In ~~Supreme~~a ~~Court~~country where ~~has~~access ~~declared~~to ~~the~~local ~~India’s~~information ~~flagship~~and ~~Aadhaar~~knowledge ~~Act,~~is ~~2016~~rarely ~~scheme~~available asin ~~constitutionally valid~~an ~~but~~online, ~~struck~~social ~~down~~media ~~some~~driven ofenvironment, ~~its~~hospitality sales ~~provisions~~channels ~~including~~have ~~its~~relied ~~linking~~on ~~with~~offline ~~bank~~distribution ~~accounts~~channels, ~~mobile~~principally ~~phones~~word-of-mouth, ~~and~~print, ~~other~~radio, ~~commercial~~television ~~use. The~~and ~~Supreme~~travel ~~Court~~agent marketing. ~~had~~Given inthe aever-growing ~~landmark~~list ~~verdict in~~of ~~September~~options ~~restricted~~available ~~the~~today ~~use~~in ofIndia, ~~Aadhaar~~using ~~authentication~~the byright ~~private~~number ~~entities~~and inmix ~~the~~of ~~absence~~channels ofto deliver a ~~legal~~relevant ~~provision~~ and ~~has~~engaging ~~ensured stronger~~customer ~~safeguards~~experience ~~which~~in ~~will~~an ~~accelerate~~increasingly ~~India’s~~fragmented, ~~digital~~and ~~journey.~~often ~~Certain technology~~chaotic ~~solutions~~distribution ~~that~~landscape is pivotal. ~~built~~As ~~around~~such, ~~Aadhaar~~hotels idcan ~~now~~no ~~have~~longer tobe ~~include~~complacent, ~~additional~~relying ~~documents~~on ~~for~~previous ~~customer~~sales ~~verification~~and ~~following the~~distribution ~~Supreme~~channels. ~~Court’s~~It ~~ruling~~is onincumbent ~~Aadhaar,~~upon hoteliers ~~which~~to ~~will~~effectively ~~force~~leverage aboth ~~jump~~direct inand ~~operational~~indirect ~~costs.~~channels ~~This~~as ~~supreme~~part ~~court~~of ~~decision~~their ~~will~~sales ~~have impact~~and onmarketing ~~number~~strategy ofto ~~transaction~~stay incompetitive, optimize ~~the~~yields, ~~short~~drive ~~term~~sales toand ~~mid term~~revenue.

1630

~~Table~~Hospitality ofbusiness ~~Contents~~overview

~~RESULTS~~We OFlook ~~OPERATIONS~~at the number of keys (available rooms), number of properties by brand and the number of cities as a measure of our geographical reach. We plan to present revenue per available room (“RevPar”), average daily rate (“ADR”) and average occupancy (“Occupancy”) in future quarterly and annual reports. We believe RevPAR, which we calculate by dividing room sales for comparable properties by room nights available for the period, measures the period-over-period change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. Occupancy, which we calculate by dividing occupied rooms by total rooms available, measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. We plan to measure our performance on a constant Indian Rupee basis and therefore US Dollar translations may experience currency fluctuations which do not impact underlying local performance. We do not plan to calculate constant dollar statistics, for example, by applying exchange rates for the current period to the prior comparable period. We define our comparable properties as our properties that were open and operating under one of our brands since the beginning of the last full calendar year and have not, in either the current or previous year: (i) undergone significant room or public space renovations or expansions, (ii) been converted between our hotel brands, (iii) sustained substantial property damage or business interruption; or (iv) changed contractual terms.

~~During~~Given the ~~third~~transaction ~~quarter~~occurred ofon ~~fiscal~~April ~~year~~ 22, 2019, we ~~continued to add new markets and add an increasing number of sales agents~~ believe that ~~offer~~consistent ~~our~~period ~~services.~~on ~~These~~period ~~changes~~performance ~~drove an~~will ~~increase~~not inbe ~~our~~meaningful ~~net~~for ~~revenues.~~a ~~Our~~period ~~costs~~ of ~~revenue~~time and ~~operating~~accordingly ~~expenses~~will ~~increased~~not aspresent wethe ~~expanded our market reach and drove~~above ~~the~~post ~~increase~~acquisition inperformance ~~net~~measures ~~loss~~until ~~from~~they ~~operations~~are meaningful.

	Third Quarter Ended December 31,						Nine Months Ended December 31,
	2018			2017			2018			2017
Net revenue	$	135,039		$	77,192		$	327,796		$	255,824
Cost of revenue		6,517			10,903			9,414			37,776
Gross profit		128,522			66,289			318,382			218,048
Operating expenses
Selling, general, and administrative expenses		356,681			193,460			832,710			513,125
Legal and consulting expenses		37,000			53,584			119,703			151,231
Income (loss) from operations		(265,159	)		(180,755	)		(634,031	)		(446,308	)
Other income (expense)
Depreciation and amortization		(84,185	)		(83,469	)		(251,936	)		(283,016	)
Interest income		65			157			209			321
Interest expense		(47,719	)		(52,578	)		(142,753	)		(122,167	)
Total other income (expense)		(131,839	)		(135,890	)		(394,480	)		(404,862	)
Income (loss) before income tax expense		(396,998	)		(316,645	)		(1,028,511	)		(851,170	)
Income tax benefit (expense)		83,370			69,926			215,780			240,455
Net income (loss)	$	(313,628	)	$	(246,719	)	$	(812,524	)	$	(610,715	)

We earn base management fees and in certain cases incentive management fees from the properties that we manage. In most markets, base management typically consist of a percentage of property-level revenue, while incentive management fees typically consist of a percentage of net profit, adjusted for certain contractually agreed items.

~~THIRD~~We ~~QUARTER~~remain ~~ENDED~~focused ~~DECEMBER~~on 31doing the things that we do well; that is, ~~2018~~selling ~~COMPARED~~rooms, TOtaking ~~THIRD~~care of our guests, and making sure we control costs. We provide our guests new and memorable experiences ~~QUARTER~~through ~~ENDED~~our ~~DECEMBER~~portfolio 31of brands, ~~2017~~innovative technology, and a focus on employee training to deliver a consistent customer experience. Our brands remain strong due to our skilled management teams, dedicated associates, superior guest service with an emphasis on guest and associate satisfaction, and desirable property amenities within the budget price range.

~~Revenue~~We, along with property owners, continue to invest in our brands by means of new, refreshed, and reinvented properties, new room and public space designs, and enhanced amenities, technology offerings, and guest experiences. We address, through various means, hotels in our system that do not meet our standards. We continue to enhance the appeal of our proprietary, information-rich, and easy-to-use websites, and of our associated mobile smartphone applications, through functionality and service improvements.

~~Net~~OUR revenues for the quarter ended December 31, 2018 were $135,039 compared to $77,192 for the quarter ended December 31, 2017. Revenue for the quarter ended December 31, 2018 consisted of $24,479 from air ticketing compared to $11,021 in the prior year quarter, $5,306 from rail ticketing compared to $22,190 in the prior year quarter, $6,748 from vacation packages compared to $(5,769) in the prior year quarter, $8,037 from payment services compared to $6,308 in the prior year quarter, and $90,469 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $43,442 in the prior year quarter. Revenue increased by $57,847 in the current year quarter compared to the prior year quarter. The primary driver was the increase in incentives from our aggregators and suppliers, which was fueled by an increase in the number of transactions that were processed. This increase was offset by declines in air vacation packages which declines resulted from increased competition for these services.STRATEGY

~~Cost~~We ofbelieve ~~Revenues~~that ~~and~~the ~~Gross~~fast-growing ~~Profit~~travel market in in India, coupled with rising disposable income in India drive a strategic opportunity. Our objective is to capture this growth through the following strategic initiatives:

~~The~~· ~~cost~~Expand ofour ~~revenue~~hotels ~~for~~and ~~the~~packages ~~third~~offerings. ~~quarter ended~~Our ~~December~~hotels 31and packages offering generally yields higher margins than our air, ~~2018~~rail ~~was~~ticketing $6and money transfer offerings,~~517~~ ~~compared~~and we intend to ~~$10,903~~increase ~~for~~this ~~the~~as ~~prior~~part ~~year~~of ~~quarter~~the sales mix. ~~The~~In ~~cost~~April of2019, ~~revenue~~we ~~represents~~acquired ~~fees~~PRAMA, ~~charged by~~which ~~our~~operates ~~suppliers.~~a ~~The~~budget ~~decrease~~hotel inportfolio ~~cost~~across ofIndia. ~~revenue~~We ~~from~~plan to increase the ~~third~~number ~~quarter~~of ~~ended~~hotels, ~~December~~to 31increase captive demand, ~~2018~~utilizing ~~compared~~our tolast-mile-distribution ~~the~~network, ~~prior~~by ~~year~~adopting ~~quarter was~~new ~~primarily~~technologies, ~~driven~~and bya ~~the~~deep ~~increase~~customer infocus ~~incentives~~to ~~from~~create ~~our~~stronger ~~aggregators~~brand loyalty and ~~suppliers~~customer asengagement noexperience. ~~costs~~Our ~~are~~objective ~~associated~~is ~~with~~to ~~these~~enable ~~incentives. We~~more ~~are~~hotel ~~continuing~~suppliers to ~~manage~~be seamlessly connected to our ~~cost~~platform ofwith ~~revenue~~the bylatest ~~optimizing~~technology ~~pricing~~methods ~~from~~which ~~our~~include ~~suppliers~~direct connects, channel managers and direct integrations with various aggregators. toWe believe that we can increase our ~~profitability and~~total number of transactions as internet penetration in India increases, by ~~implementing~~strengthening ~~pricing~~our ~~algorithms~~distribution network, cross selling other products and ~~profitability~~service ~~calculations.~~ including vacation packages;

17· Expand our service and product portfolio to enhance cross-selling opportunities. We believe that expanding our service and product offerings (i.e. Money transfer and Payment services) is an important means of customer acquisition as the diversity of our services and products will improve our offerings to customers, attract more customers to our platform and which allow us to cross sell higher-margin service;

~~Table~~· Enhance our service platforms by investing in technology. We intend to continue to invest in technology to enhance the features of ~~Contents~~our services and alignment of our platform and technology assets with business objectives which can improve visibility into business operation and profitability, ensure transparency for optimal service delivery, reducing cost, offer new services to customers, and to create efficiency across our businesses by enabling control of every transactions; and

~~Gross~~· ~~profit~~Pursue ~~from~~selective ~~revenues~~strategic ~~for~~partnerships ~~the~~and ~~quarter ended~~acquisitions. ~~December~~In ~~31,~~addition ~~2018~~to ~~was~~organic ~~$128~~growth,~~522~~ ~~compared~~we towill ~~$66,289~~pursue ~~for~~strategic ~~the~~partnerships ~~quarter~~and ~~ended~~targeted ~~December~~acquisitions ~~31,~~that ~~2017.~~complement ~~The~~our ~~$62~~service offerings,~~233~~ ~~increase~~strengthen isor ~~driven primarily~~establish byour anpresence, ~~increase~~or into ~~revenue~~gain ~~and~~access ~~decrease~~to intechnology ~~costs~~and tobuilding ~~provide revenue~~brands.

~~Operating Expenses~~31

~~Total~~CONSOLIDATED ~~operating~~RESULTS ~~expenses~~OF for the quarter ended December 30, 2018 were $393,681 compared to $247,044 for the prior year quarter. Our operating expenses include our sales and marketing, payroll and general and administrative costs, and the increase in these costs was driven by our increased headcount as we ramp up our operations. Included in our operating expenses is $37,000 in legal and consulting expenses associated with our operating as an Exchange Act reporting company, down from $53,584 in the prior year quarter.OPERATIONS

WeAcquisition ~~expect~~of our sales and marketing expenses to increase as we continue to grow the business and hire experienced personnel to support our growing business and operations. Our general and administrative expenses are expected to continue to increase as we incur expenses associated with being an Exchange Act reporting company and developing an active trading market for our stock on the OTCQB Market.PRAMA

~~NINE~~The ~~MONTHS~~acquisition ~~ENDED~~of ~~DECEMBER~~PRAMA 31on April 22, 2019, had a material impact on the results of operations, for the quarter ended June 30, 2019. Accordingly, the results for the period June 30, 2018, ~~COMPARED~~which do TOnot ~~NINE~~include ~~MONTHS~~PRAMA are not comparable to the results for the quarter ended June 30, 2019, which do include the results of PRAMA, ~~ENDED~~on ~~DECEMBER~~a 31post-close basis. Equally, ~~2017~~the PRAMA acquisition had a material impact on the liquidity and capital resources of the Company. The impact of the PRAMA acquisition on the post close results and the balance sheet is shown in the Company’s segmental disclosure. PRAMA’s results, scale and operations are significantly larger than the eCommerce Aggregator segment. Also, the effects of the PRAMA acquisition impacted every significant line item in the statements of operations and balance sheet.

~~Revenue~~The pro forma combined revenues and net loss before income taxes, for the combined entity, as though the acquisition of PRAMA had occurred on April 1, 2018, for the respective periods are shown in Note 1 of our Consolidated Condensed Financial Statements (unaudited).

~~Net~~The ~~revenues for the nine months ended December~~eCommerce ~~31,~~Aggregator ~~2018~~segment ~~were~~results ~~$327,796~~improved ~~compared~~but ~~to $255,824 for the nine months ended December 31, 2017. Revenue for the nine months ended December 31, 2018 consisted of $43,958 from air ticketing~~ compared to ~~$50,991 in~~ the ~~nine~~PRAMA ~~months~~acquisition ~~ended~~did ~~December~~not ~~31,~~have ~~2017,~~a ~~$14,417~~meaningful ~~from~~impact ~~rail ticketing~~on ~~compared to $35,553 in~~ the ~~nine~~results ~~months~~of ~~ended December 31, 2017, $0 from hotel booking compared to $819 in nine months ended December 31, 2017, $9,758 from vacation packages compared to $20,225 in~~ the ~~nine months ended December 31, 2017, $20,573~~ ~~from~~Company. ~~payment~~The ~~services~~Company ~~compared~~does tonot ~~$18,908~~believe inthat ~~the~~presenting ~~nine~~pro ~~months~~forma ~~ended~~information ~~December~~for 31PRAMA, ~~2017,~~over and ~~$239,090~~above ~~from~~what ~~incentives~~is ~~from~~disclosed ~~our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers compared to $129,328~~ in the ~~nine months ended~~ ~~December~~segmental ~~30,~~information ~~2017. Revenue increased by $71~~above,~~974~~ inwould ~~the~~be ~~nine~~meaningful ~~months~~at ~~ended~~this ~~December 31, 2018 compared to the nine months ended December 31, 2017~~time. The primary driver was the increase in incentives from our aggregators and suppliers, which was fueled by an increase in the number of transaction that were processed. This increase was offset by declines in air and rail ticketing, hotel booking, and vacation packages which declines resulted from increased competition for these services.

Cost of Revenues and Gross Profit

	Quarter ended June 30,			Quarter ended June 30,
	2019			2018
Net revenues	$	1,825,858		$	95,640

Cost of revenues and expenses		(2,270,134	)		(313,699	)

Loss from operations		(444,276	)		(218,059	)

Other expenses, net		(118,479	)		(41,100	)

Net loss	$	(562,755	)	$	(259,159	)

Net loss attributable to noncontrolling interests	$	(135,491	)	$	-
Net loss attributable to TripBorn, Inc.	$	(427,264	)	$	(259,159	)

~~The~~Net cost of revenue for the nine months ended December 31, 2018 was $9,414 compared to $37,776 for the nine months ended December 31, 2017. The cost of revenue represents fees charged by our suppliers. The decrease in cost of revenue from the nine months ended December 31, 2018 compared to the nine months ended December 30, 2017 was primarily driven by the increase in incentives from our aggregators and suppliers as no costs are associated with these incentives. We are continuing to manage our cost of revenue by optimizing pricing from our suppliers and aggregators to increase our profitability and by implementing pricing algorithms and profitability calculations.Revenues

~~Gross~~Net ~~profit~~revenues ~~from~~increased ~~revenues~~by ~~for~~$1,730,218, which comprised the ~~nine~~post ~~months~~close ~~ended~~acquisition ~~December~~results 31of PRAMA for the period April 22, ~~2018~~2019 ~~was~~through ~~$318~~June 30,~~382~~ ~~compared~~2019 toof $~~218~~1,~~048~~693,738, ~~for~~which ~~the~~was ~~nine~~not ~~months~~present ~~ended~~in the ~~December~~prior 31period, ~~2017.~~and ~~The~~an increase of $~~100~~36,~~334~~480 ~~increase is~~for ~~driven~~the ~~primarily~~eCommerce byAggregation anbusiness ~~increase~~from increases in ~~revenue~~the ~~and~~levels aof ~~decrease~~travel agents in ~~costs~~the tonetwork ~~provide~~and ~~revenue~~an associated increase in transaction volumes.

Cost of Revenues and Other Operating Expenses

~~Total~~Cost ~~operating~~of ~~expenses~~revenues ~~for~~and ~~the~~Other ~~nine~~operating ~~months~~expenses ~~ended~~increased ~~December~~by ~~31, 2018 were~~ $~~952~~1,~~413 compared to $664~~956,~~356~~435, ~~for~~which comprised the ~~nine~~post ~~months~~close ~~ended~~acquisition ~~December~~results ~~31,~~of ~~2017.~~PRAMA ~~Our~~for ~~operating~~the ~~expenses~~period ~~include~~April ~~our~~22, ~~sales~~2019 ~~and~~through ~~marketing~~June 30, ~~payroll~~2019 ~~and~~of ~~general and administrative costs~~$1,931,685, which ~~and~~was ~~the~~not ~~increase~~present in ~~these~~the ~~costs~~prior ~~was~~period, ~~driven~~and byan ~~our~~increase ~~increased~~of ~~headcount~~$24,750 asfor wethe ~~ramp~~eCommerce upAggregation ~~our~~business ~~operations.~~from ~~Included~~increases in the ~~our~~levels ~~operating expenses~~of istravel ~~$119,703~~agents in ~~legal~~the network and ~~consulting~~an ~~expenses~~ associated ~~with~~increase ~~our operating as an Exchange Act reporting company, down from $151,231~~ in ~~the~~transaction ~~prior year period~~volumes.

WeLoss ~~expect~~from our sales and marketing expenses to increase as we continue to grow the business and hire experienced personnel to support our growing business and operations. Our general and administrative expenses are expected to continue to increase as we incur expenses associated with being an Exchange Act reporting company and developing an active trading market for our stock on the OTCQB Market. Operations

18Loss from operations increased by $226,217, which comprised the post close acquisition results of PRAMA for the period April 22, 2019 through June 30, 2019 of $204,380, which was not present in the prior period, and an increase in loss from operations of $21,837 for the eCommerce Aggregation business, reflecting higher selling, general and administrative expenses and legal and consulting expenses.

~~Table of Contents~~32

~~LIQUIDITY~~Other ~~AND~~Expenses, ~~CAPITAL RESOURCES~~Net

AsOther ~~of December 31~~expenses, ~~2018,~~net weincreased ~~had~~by $~~836~~77,~~150 in cash and cash equivalents~~379, ~~compared~~which tocomprised ~~$1,148,741 as of March~~the ~~31,~~post ~~2018.~~close ~~The~~acquisition ~~$312,591~~results ~~decrease~~of inPRAMA ~~cash~~for ~~was~~the ~~driven~~period byApril ~~our~~22, ~~operating~~2019 ~~loss~~through ~~and~~June a30, ~~use~~2019 of ~~working capital. As of December 31~~$72, ~~2018~~132, we ~~had~~which awas ~~stockholders’~~not ~~equity~~present ~~deficit~~in the ofprior ~~$203~~period,~~671~~ ~~compared~~and toa ~~stockholder’s~~small ~~equity~~change of $~~454~~5,~~802~~247 ~~at March 31, 2018, which resulted from an increase~~ in ~~operating losses during~~ the ~~nine~~eCommerce ~~months~~Aggregation ~~ended December 31, 2018~~business.

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

Net loss increased by $303,596, which comprised the post close acquisition results of PRAMA for the period April 22, 2019 through June 30, 2019 of $276,512, which was not present in the prior period, and an increase in loss from operations of $27,084 for the eCommerce Aggregation business because the operating scale of the eCommerce Aggregation business is still insufficient when compared to the non-operating expenses of the eCommerce Aggregation business.

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2019, we had $1,358,902 in cash and cash equivalents, compared to $1,230,012 as of March 31, 2019. The increase in cash and cash equivalents was primarily driven by $558,325 proceeds from the issuance of common stock and warrants, and $112,803 in cash provided by operating activities and working capital, partially offset by the $507,093 net cash used for the purchase of PRAMA and other cash movements. As of June 30, 2019, the Company had stockholders’ equity of $2,061,528, compared to a stockholders’ deficit of $1,078,970 as of March 31, 2019. The change of $3,140,498, is comprised of $2,401,181 of share issuances and $1,150,483 of note conversions, and other, partially offset by a net loss attributable to the Parent Company of $427,264. The Company has continued to raise equity in the period post June 30, 2019 to fund working capital, general and administration expenses and further potential acquisitions. The Company also plans to improve the cash flow from operations for both the eCommerce Aggregator and Hospitality segments.

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

	Nine Months Ended
	Three months ended
	December 31,			December 31,
	June 30,			June 30,
	2018			2017
	2019			2018
Cash Provided by (Used in):
Operating Activities	$	(474,608	)	$	(299,069	)
Operating activities	$	112,803		$	(340,244	)
Investing Activities		7,966			7,915
Investing activities	$	(558,958	)	$	(396	)
Financing Activities		150,000			1,098,000
Financing activities	$	548,595		$	(10,518	)

Operating Activities: Net cash ~~used~~provided by operations was $~~466~~112,~~621~~803 during the ~~nine~~three months ended ~~December~~June 3130, ~~2018~~2019 compared to a cash use from operating activities of $~~299~~340,~~069~~244 during the same period in fiscal 2018. The increase in the period to period change was $453,047 and was primarily attributable to the cash flow from the inclusion of PRAMA for this quarter, whereas, it was not present in the previous quarter. Significant changes in operating assets comprised a decrease of $480,294 from accounts receivables, a decrease of $854,398 from right to use of assets and a decrease of $280,820 in other non-current liabilities. Significant improvements in cash from operating assets and liabilities included, a change of $1,199,970 from other current liabilities and $877,743 from operating lease liabilities. The net loss was $562,755 as adjusted for non cash depreciation and amortization of $134,334 and stock based compensation of $25,723.

Investing Activities: The change in investing activities related to the net cash used byin ~~operations~~acquiring inthe ~~each~~51% ~~year is~~equity ~~primarily~~interest ~~the~~in ~~result~~PRAMA of an$507,093 ~~increase~~ in ~~operating~~the ~~losses~~quarter ~~plus~~ended ~~negative~~June ~~changes~~30, in2019 ~~net~~and ~~working~~$51,864 of ~~capital~~property ~~(defined~~and asequipment ~~current~~expenditures ~~assets less~~which ~~current~~were ~~liabilities)~~substantially all in the Hospitality segment.

~~Investing~~Financing Activities: During the ~~nine~~three months ended ~~December~~ 31June 30, ~~2018~~2019, there was a$558,325 cash ~~provision~~provided ofby $issuances or shares and or warrants in the following categories: a) In June 2019, the Company issued 1,~~647~~571,430 ~~from~~common ~~investing~~shares ~~activities~~when ~~compared~~the towarrant holders aexercised ~~cash~~their ~~provision~~warrants ofand received approximately $715,~~915~~714 in cash; and b) During the quarter ended June 30, 2019 ~~same~~the ~~period~~Company inissued ~~fiscal~~and ~~2018~~sold 775,157 units comprising one share and warrant to purchase two share of Company’s common stock; par value $0.0001 ~~These~~pursuant ~~cash~~to ~~uses~~a ~~represent~~private ~~net~~placement. ~~changes~~The purchase price per unit was $0.70 resulting in ~~property~~aggregate proceeds of $542,611 to ~~plant~~the Company. The comparable period in 2018 arose from a $10,518 ~~and~~repayment ~~equipment~~of convertible notes. We currently do not have a senior credit or revolving credit facility and ~~intangible~~do ~~assets~~not expect to obtain one in the foreseeable future.

~~Financing~~We ~~Activities: During~~will require additional capital to continue to fund our operations ~~the~~and ~~nine~~will ~~months~~look ~~ended~~to ~~December~~raise ~~31,~~funds ~~2018,~~through ~~there~~public ~~was~~and ~~$146,530~~private ~~cash~~offerings ~~provided~~of our securities. Our liquidity needs are largely impacted by the ~~financing~~acquisitions ~~activities~~we ~~compared~~complete, and our efforts to amanage $1our sales,~~098~~ general and administrative funds,~~000~~ ~~cash provision~~offset by planned growth in cash generation for operating activities and the ~~same~~realization ~~period~~of inworking ~~fiscal~~capital ~~2018~~improvements. ~~Cash~~There ~~generated~~are ~~during~~no ~~the~~assurances ~~nine~~that ~~months~~these steps ~~ended~~will ~~December~~generate ~~31,~~sufficient ~~2018~~cash ~~resulted~~flow from ~~the~~operations ~~sale~~or that we will be able to obtain sufficient financing necessary to support ofour ~~common~~working ~~stock~~capital ~~and~~requirements. ~~the~~We ~~cash~~can ~~provided~~also ~~during~~give ~~fiscal~~no ~~2018~~assurance ~~was~~that ~~pursuant~~additional capital financing will be available, or if available, will be on terms acceptable to aus. ~~private~~If ~~placement~~adequate working capital is not available, we may not be able to continue our operations or execute our business plan.

~~We presently do not have a senior credit or revolving credit facility and do not expect to obtain one in the foreseeable future.~~33

WeBUSINESS will require additional capital to continue to fund our operations and will look to raise funds through public and private offerings of our securities. We estimate that we will require approximately $3.0 million and $5.0 million in the next 12 and 24 months to support our continued operations. Additionally, we will need $1.7 million to finance convertible notes that are maturing, if they are not converted to equity.SEGMENTS

WeThe ~~took~~following ~~the~~discussion ~~following~~presents ~~steps~~an ~~during~~analysis ~~fiscal~~of operating results ~~years~~of ~~2017~~our reportable nosiness segments: eCommerce Aggregator and ~~2018~~Hospitality, tofor ~~manage~~the ~~our~~first ~~liquidity~~quarter ~~and~~ended June 30, 2019 compared to the ~~avoid~~first ~~default~~quarter onended ~~any~~June ~~material~~30, ~~third-party~~2018. ~~obligations:~~See Note 11 for other information about each segment, including revenues and a reconciliation of segment profits to net income.

~~· We continue~~eCOMMERCE toAGGREGATOR ~~employ~~RESULTS ~~“on~~OF 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.OPERATIONS

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

	Quarter ended June 30,			Quarter ended June 30,
	2019			2018
Net revenues	$	132,120		$	95,640

Cost of revenues and Other operating expenses		(372,016	)		(313,699	)

Loss from operations		(239,896	)		(218,059	)

Other expenses, net		(46,347	)		(41,100	)

Net loss	$	(286,243	)	$	(259,159	)

Segment net loss attributable to TripBorn Inc.	$	(286,243	)	$	(259,159	)
Segment net loss attributable to noncontrolling interests	$	-		$	-

~~· We issued~~Net 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. Revenues

19Net revenues increased by $36,480 reflecting increases in the levels of travel agents in the network and an associated increase in transaction volumes.

~~Table~~Cost of ~~Contents~~Revenues and Other Operating Expenses

~~· We sold~~Cost ~~$460,000~~ of ~~the~~revenues ~~Company’s~~and ~~common~~Other ~~stock~~operating ~~during~~expenses ~~the~~increased ~~third~~by ~~quarter~~$58,317 reflecting ofhigher ~~fiscal~~sales, ~~2017~~general and ~~another~~administrative ~~$190,000~~expenses ~~during~~and ~~the~~higher ~~fourth quarter~~legal ofand ~~fiscal~~consulting ~~2017~~expenses.

~~· We sold~~Loss ~~$547,000~~from ~~of the Company’s common stock during the first quarter of fiscal 2018 and another $551,000 during the second quarter of fiscal 2018.~~Operations

~~· We sold~~Loss ~~$150,000~~from ofoperations ~~the~~increased ~~Company’s~~by ~~common~~$21,837, ~~stock~~reflecting ~~during~~higher sales, ~~the~~general ~~third~~and ~~quarter~~administrative ~~of fiscal 2019~~expenses.

~~There~~Other are no assurances that these steps will generate sufficient cash flow from operations or that we will be able to obtain sufficient financing necessary to support our working capital requirements. We can also give no assurance that additional capital financing will be availableExpenses, ~~or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations or execute our business plan.~~net

~~OPERATING~~Other ~~METRICS~~expenses, net increased by $5,247.

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

	Quarter Ended December 31,		Nine Months Ended December 31,
	2018	2017	2018	2017
Gross Bookings1	$13,873,147	$8,361,856	$54,286,135	$23,585,164
Revenue Margin2	0.9%	0.9%	0.6%	1.1%

Net loss increased by $27,084 primarily due to higher sales, general and administrative expenses.

~~1Gross bookings represent the total retail value of transactions booked through us, generally including taxes, fees and other charges, and are generally reduced for cancellations and refunds.~~34

~~2Revenue~~HOSPITALITY ~~margin~~RESULTS isOF ~~defined as revenue as a percentage of gross bookings~~OPERATIONS

The ~~increase~~quarter inended ~~gross~~June ~~bookings~~30, is2019 ~~driven primarily~~was bylargely ~~increases~~impacted inby ~~incentives,~~the acquisition ~~fees,~~of ~~penalty~~PRAMA ~~income,~~ and ~~surcharges~~the ~~paid~~associated byestablishment of our ~~travel~~Hospitality ~~agent~~segment, ~~customers.~~which ~~Revenue~~was ~~margin~~not ~~declined quarter~~present ~~over~~in ~~quarter~~the ~~due~~comparable period, therefore all comparisons to ~~price~~the ~~pressure~~prior onperiod ~~air~~are ~~ticketing~~not ~~and~~meaningful. ~~low~~The ~~margin~~results ~~rail~~of ~~ticketing~~the ~~outpacing~~hospitality ~~higher~~segment ~~margin~~are ~~vacation~~only ~~and~~reflected for ~~hotel~~the ~~package~~period ~~offerings~~April 22, 2019 through June 30, 2019.

	Quarter ended June 30,			Quarter ended June 30,
	2019			2018
Net revenues	$	1,693,738		$	-

Cost of revenues and Other operating expenses		(1,898,118	)		-

Loss from operations		(204,380	)		-

Other expense, net		(72,132	)		-

Net loss	$	(276,512	)	$	-

Segment net loss attributable to TripBorn Inc.	$	(141,021	)	$	-
Segment net loss attributable to noncontrolling interests	$	(135,491	)	$	-

Changes in “Net Revenues”, “Cost of revenues and Other Operating Expenses”, “Gross Profit”, “Loss from Operations”, “Other Expenses, Net”, and “Net Loss” are wholly attributable to the purchase of PRAMA on April 22, 2019, and the associated consolidation of PRAMA for the period April 22, 2019 through June 30, 2019.

OFF BALANCE SHEET ARRANGEMENTS

AsThe ofCompany ~~December~~has 31no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, ~~2018~~changes in financial condition, werevenues ~~had~~or noexpenses, ~~off-balance sheet~~results ~~arrangements~~of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 4. CONTROLS AND PROCEDURES

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

~~Disclosure~~We ~~controls~~maintain “disclosure controls and procedures”, (as ~~defined in~~that ~~Exchange~~term ~~Act~~is defined in Rule ~~15d~~13a-15(e)), ~~are~~promulgated ~~designed~~by ~~with~~the SEC pursuant to the ~~objective~~Securities Exchange Act of ~~ensuring~~1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934, ~~as amended, such as this report,~~ is recorded, processed, summarized and reported within the time periods specified in the ~~SEC~~Securities and Exchange Commission’s rules and forms., ~~Disclosure controls~~ and ~~procedures are also designed with the objective of ensuring~~ that such information is accumulated and communicated to our management, including our ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Chief~~ ~~Financial~~our ~~Officer~~principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, based on their evaluation of TripBorn’s disclosure controls and procedures as of December 31, 2018, have concluded that TripBorn’s disclosure controls and procedures are effective as of that date.

~~Changes~~As inrequired ~~Internal~~by ~~Control~~paragraph ~~Over~~(b) ~~Financial~~of ~~Reporting~~Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.

~~During~~Management ~~the~~Report ~~quarter~~on ~~ended~~Internal ~~December 31, 2018,~~Control ~~there~~Over ~~were~~Financial no changes in TripBorn’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, TripBorn’s internal control over financial reporting. Reporting

20Management 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 June 30, 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;

(ii)

lack of multiple levels of supervision and review; and

(iii)

lack of adequate U.S. GAAP and SEC financial reporting knowledge to identify, account for and disclose financial reporting issues on a timely basis; and

(iv)

an inability to report financial statements in a timely manner.

We believe 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.

Our management will continue to 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, as necessary and as funds allow.

Because of its inherent limitations, 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.

Management's Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We continue to implement our remediation plan for the previously reported material weakness in internal control over financial reporting, described in Part II, Item 9A of our 2019 Form 10-K, which includes steps to increase dedicated personnel, improve reporting processes, and enhance related supporting technology.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Management believes that despite our material weaknesses set forth above, our financial statements for the three month period ended June 30, 2019 are fairly stated, in all material respects, in accordance with U.S. GAAP. Because of the time needed to implement these steps and test the applicable controls in operation, management does not anticipate that the material weaknesses will be fully remediated by March 31, 2020.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share-based compensation

See Note 3 of our Consolidated Condensed Financial Statements (unaudited) for more information.

New Accounting Standards

See Note 3 of our Consolidated Condensed Financial Statements (unaudited) for our adoption of new accounting standards.

PART II.

ITEM 1. LEGAL PROCEEDINGS

~~None~~The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. On the acquisition of PRAMA, on April 22, 2019, the Company assumed an interest in an arbitration claim. PRAMA made an arbitration claim of approximately $295,000 (21.2 million Indian Rupees) against Ms. Khurana Hotels and Apartments Private Limited in the Civil Court Senior Division of Amritsar, India. The claim is based on the asserted failure by PRAMA of Ms. Khurana Hotels and Apartments Private Limited, as lessor, to comply with the terms of the lease. As of the date of this filing, the arbitration proceedings are on-going.

~~ITEM~~Although ~~1A.~~litigation ~~RISK~~and arbitration ~~FACTORS~~are inherently uncertain, based on the information currently available, management does not believe that the currently pending arbitration will have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.

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

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

~~None~~During the quarter ended June 30, 2019, the Company issued an aggregate of 30,441,407 of common shares by means of: a) 25,462,167 common shares through conversion of notes; b) 2,632,653 common shares relating directly to the PRAMA acquisition; c) 1,571,430 common shares when the warrant holders exercised their $0.01 warrants; and d) 775,157 common shares through a private placement. These events are described in further detail below.

On April 22, 2019, the Company issued 2,632,653 common shares to the shareholders of PRAMA, at a price of $0.70 per share, as part of the purchase of a 51% equity interest in PRAMA. This was a non-monetary transaction. These issuances were made pursuant to the exemption from registration contained in Regulation S under the Securities Act for sales solely to non-US investors outside of the United States.

On June 10, 2019, the Company issued and sold 357,143 units comprising one share and a warrant to purchase two shares of the 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 $250,000 to the Company. The Company issued approximately 714,286 warrants pursuant to the 357,143 units listed above. These warrants shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date at an exercise price of $0.01. These issuances were made pursuant to the exemption from registration contained in Regulation D under the Securities Act for sales solely to accredited investors.

On June 27, 2019, the Company issued and sold 60,871 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 $42,610 to the Company. The Company issued approximately 121,742 warrants pursuant to the 60,871 units listed above. These warrants shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date at an exercise price of $0.01. This issuance was made pursuant to the exemption from registration contained in Regulation S under the Securities Act for sales solely to non-US investors outside of the United States.

On June 30, 2019, the Company issued and sold 357,143 units comprising one share and a warrant to purchase two shares of the 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 $250,000 to the Company. The Company issued approximately 714,286 warrants pursuant to the 357,143 units listed above. These warrants shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date at an exercise price of $0.01. These issuances were made pursuant to the exemption from registration contained in Regulation D under the Securities Act for sales solely to accredited investors.

On June 30, 2019, the Company issued 1,571,430 common shares when the warrant holders exercised their warrants and received approximately $15,714 in cash. These issuances were made pursuant to the exemption from registration contained in Regulation D under the Securities Act for sales solely to accredited investors.

On June 30, 2019, the Company issued 25,462,167 common shares and reduced its liabilities by approximately $1,150,483 in connection with three separate related parties who converted their notes. These were non-monetary transactions. These issuances were made pursuant to the exemption from registration contained in Regulation D under the Securities Act for sales solely to accredited investors.

ITEM 5. OTHER INFORMATION

On April 22, 2019, the Company acquired a 51% equity interest in PRAMA for $2,137,143, consisting of $1,400,000 in cash and the issuance of 2,632,653 shares of common stock valued at $737,143. The equity interest was acquired from the stockholders of PRAMA. PRAMA is engaged in the business of owning and promoting businesses for operating and managing hotels and food and beverage services in India and nearby markets located in the Indian subcontinent. As previously disclosed, the Company borrowed $300,000 from ARNA Global LLC, an entity owned and controlled by Mr. Sharma, its President and CEO, to partially fund the acquisition of PRAMA. The completion of the acquisition should have been reported on a Current Report on Form 8-K, under Item 2.01

(Completion of Acquisition or Disposition of Assets).

The audit of PRAMA is not complete and the Company did not file the financials of PRAMA within 75 days from its acquisition, as required under rule 8-04 of Regulation S-X. However, the Company will file such financial statements on a Form 8-K as soon as the audit is completed.

ITEM 6. EXHIBITS

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

~~Signature~~INDEX OF EXHIBITS

Pursuant to the requirements 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.

Number	Exhibit Description
Exhibit 2.1	SHARE TRANSFER AGREEMENT DATED APRIL 22, 2019 BETWEEN THE COMPANY, PRAMA AND THE SELLERS PARTY THERETO. PREVIOUSLY FILED AS EXHIBIT 2.1 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 3.1	CERTIFICATE OF INCORPORATION OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.1 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 3.2	CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.2 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 3.3	AMENDED AND RESTATED BYLAWS OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.3 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 4.1	DEMAND PROMISSORY NOTE DATED APRIL 22, 2019 BETWEEN THE COMPANY AND ARNA. PREVIOUSLY FILED AS EXHIBIT 4.1 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 4.2	FORM OF CONVERTIBLE NOTES AMENDMENT. PREVIOUSLY FILED AS EXHIBIT 4.2 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.
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
Exhibit 101.1	THE FOLLOWING FINANCIAL STATEMENTS FROM THE COMPANY’S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2019, FORMATTED IN INLINE XBRL: (I) CONSOLIDATED CONDENSED BALANCE SHEET; (II) CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS; (III) CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS; (IV) CONSOLIDATED CONDENSED STATEMENTS OF EQUITY (DEFICIT); (V) CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS; AND (VI) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

Date: February 14, 2019	TripBorn, Inc.
	By:	/s/ DEEPAK SHARMA
		Deepak Sharma
		President, Chief Executive Officer, Treasurer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer

21SIGNATURES

~~Table~~Pursuant to the requirements of ~~Contents~~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.

Index to Exhibits


	TRIPBORN, INC.

Date: November 25, 2019	By:	/ S / Deepak Sharma
	Name:	Deepak Sharma
	Title:	President, Chief Executive Officer and Director (Principal Financial and Accounting Officer)

Exhibit Number		Description
31	.1	Certification of TripBorn, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2	Certification of TripBorn, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	.1	Certification of TripBorn, Inc. Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32	.2	Certification of TripBorn, Inc. Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	.CAL	XBRL Taxonomy Extension Calculation Linkbase
101	.INS	XBRL Instance Document
101	.LAB	XBRL Taxonomy Extension Label Linkbase
101	.PRE	XBRL Taxonomy Extension Presentation Linkbase
101	.SCH	XBRL Taxonomy Extension Schema Linkbase
101	.DEF	XBRL Taxonomy Extension Definition Linkbase

* Indicates a management contract or compensatory plan, contract or arrangement.

Filing Compare · TripBorn, Inc.