UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_______________________________________

FORM 10-K

_______________________________________

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

~~ý ANNUAL~~For ~~REPORT~~the ~~PURSUANT~~fiscal TOyear ~~SECTION 13~~ended ORMarch ~~15(d) OF~~31, ~~THE SECURITIES EXCHANGE ACT OF 1934~~2020

~~For the fiscal year ended March 31, 2019~~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~~No. 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.)
762 Perthshire Pl, Abingdon, MD 21009
(Address of principal executive offices)

_______________________________________

Registrant’s telephone number, including area code:

+1 (269) 274 -7877

~~________________________________________________~~(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to 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 ýx

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted electronically ~~all~~every ~~reports~~Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13~~to ~~or 15(d)~~Rule 405 of ~~the~~Regulation S-T ~~Securities~~(§232.405 ~~Exchange Act~~ of ~~1934~~this chapter) 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 submit such ~~filing requirements for the past 90 days~~files). Yes ýo No o x

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated filer, ~~Interactive~~an ~~Data~~accelerated ~~File~~filer, ~~required~~a tonon-accelerated befiler, ~~submitted~~a ~~pursuant to~~smaller ~~Rule~~reporting ~~405~~company, ofor ~~Regulation~~an ~~S-T~~emerging (§growth ~~232~~company.~~405~~ ofSee ~~this~~the ~~chapter)~~definitions of ~~during~~“large ~~the~~accelerated ~~preceding~~filer”, 12“accelerated ~~months~~filer”, ~~(or~~“smaller ~~for~~reporting ~~such~~company” ~~shorter~~and ~~period that~~“emerging ~~the~~growth ~~registrant~~company” ~~was~~in ~~required~~Rule 12b-2 of tothe ~~submit~~Exchange ~~such files)~~Act. ~~Yes~~(Check ~~ý No o~~one):

1Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company x

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

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

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

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

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule 12b-2~~its management’s assessment of the ~~Exchange~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report). ~~Yes~~ o Yes x No ý

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the registrant’s ~~common stock~~is ~~held~~a byshell ~~non-affiliates~~company ~~of the Registrant~~ (as defined ofin ~~September~~Rule 12b-2 ~~30, 2018 ( the last business day~~ of the ~~registrants’~~Exchange ~~most recently completed second quarter~~Act) ~~was approximately $17 million~~. Yes o No x

~~The~~No ~~number~~market ofvalue has been computed based upon the ~~registrant’s~~fact ~~common~~that ~~shares,~~no ~~$0.0001~~active ~~par~~trading ~~value~~market ~~per~~existed ~~share,~~as ~~outstanding~~of onthe last business day of the ~~reporting~~registrant’s ~~date~~most ~~was128,346,128~~recently completed second fiscal quarter.

The number of the registrant’s common shares, $0.0001 par value per share, outstanding on August 31 was 132,932,159.

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosure	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	20
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	56
Item 9A.	Controls and Procedures	56
Item 9B.	Other Information	57
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	58
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accountant Fees and Services	61
PART IV
Item 15.	Exhibits and Financial Statement Schedules	62
Signatures		63
Index to Exhibits		64

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

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FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this report, including, without limitation, statements regarding our financial position, business strategy and other plans and objectives for our future operations, are forward-looking statements. These statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could”, “intend,” “consider,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Our business has been undergoing substantial change, which has magnified such uncertainties. Readers should bear these factors in mind when considering forward-looking statements and should not place undue reliance on such statements. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. In the past, actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could cause actual results to differ include, but are not limited to, the risks discussed in “Risk Factors” and the following:

adverse effects on our business because of regulatory investigations, litigation, cease and desist orders or settlements;

our ability to comply with the terms of our settlements;

increased regulatory scrutiny and media attention;

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

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

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

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

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

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

volatility in our stock price;

our ability to contain and reduce our operating costs;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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~~Item~~COVID-19 ~~1. Business~~

~~Overview~~COVID-19 has had an unprecedented impact on the travel industry and the Company. As the virus and efforts to contain it spread around the world, demand for Airlines, Railway and travel services have decreased significantly due to series of state wide lock-downs and travel restrictions across India. Our hospitality sector is also impacted and at our hotels occupancy dropped significantly. With COVID-19 we saw sudden, sharp declines in hotel occupancy, extending throughout the period and the current date. We experienced a record decline in our eCommerce Aggregator business and for certain periods closed all of our hotels. COVID-19 continues to constrain recovery and to have a significant negative impact on demand. COVID-19 also resulted in significantly lower new room additions than we had budgeted for 2020 and historically high levels of cancellations by group and other travelers for future periods. As a result, our revenues declined and our losses increased dramatically in 2020 compared to 2019. We continue to take measures to mitigate the negative financial and operational impacts of COVID-19 for our hotel owners and our ecommerce travel ticketing business, and we remain focused on taking care of our customer, guests and associates. We have made significant changes to our business and enhanced our liquidity position, while remaining focused on how to best position ourselves for recovery and for growth over the longer term. At the property level, we implemented plans to help our hotel owners and franchisees reduce their cash outlays and mitigate costs, and we implemented a multi-pronged platform to elevate cleanliness standards and hospitality norms for the health and safety of our guests and associates. At the corporate level, we made significant cuts in general and administrative costs and spending on capital and other investments and are continuing to develop restructuring plans to achieve cost savings specific to each of our company-operated properties. For further information about COVID-19’s impact to our business, see Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

WeEffective ~~are~~January a01, ~~holding~~2020, the ~~company~~Company ~~organized~~has inentered ~~Delaware~~into inRealignment ~~2010~~of control Agreement with PRAMA for realignment of control of PRAMA and PRAMA businesses. ~~Our~~As ~~president~~result ~~and~~of ~~director,~~Realignment ~~Deepak~~of ~~Sharma~~Control ~~formed~~Agreement ~~our~~with ~~operating~~PRAMA ~~subsidiary,~~whereby ~~Sunalpha~~the ~~Green~~Company ~~Technologies~~no ~~Private~~longer ~~Limited~~has ~~(“Sunalpha”),~~the power to govern the financial and operating ~~under~~policies of PRAMA due to the ~~laws~~loss of power to cast its votes at meetings of the ~~Republic~~Board of ~~India~~Directors other than in ~~2010~~tandem with founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The ~~Sunalpha~~Company ~~commenced~~did ~~operations~~not asreceive anany ~~Online~~consideration ~~Travel~~in ~~Agency~~the ~~(“OTA”)~~deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA ~~India~~has ina ~~February~~fair ~~2014~~value of $0 as of January 1, 2020, through the current date.

WeItem ~~engineered our internet-based platform, Travelcord using multiple systems platforms with an emphasis on scalability, performance and reliability~~1. We integrated other software platforms, applications and database systems into Travelcord. We designed these internal platforms to include open application protocol interfaces that can provide connectivity to our travel services suppliers. Our travel services suppliers include aggregators and individual providers, such as individual hotels. Our applications use secure communications and transactions, as appropriate.Business

Our ~~Market~~Services and Products

~~India’s rapidly growing~~The ~~economy~~Company ~~and~~is ~~rising~~an ~~middle~~eCommerce ~~class~~aggregator ~~are~~and ~~driving~~was ~~growth~~a inhospitality ~~India’s~~management ~~travel and tourism industry~~company. ~~According~~An toaggregator ~~the~~model ~~World~~is ~~Bank~~a ~~India will~~form ~~continue~~of toeCommerce bewhereby ~~the~~our ~~fastest growing major economy in the world~~website, ~~according to world bank India’s gross domestic product~~ ~~(“GDP”) is expected to grow at 7~~www.3tripborn.com %aggregates, ininformation ~~fiscal~~on ~~year~~various ~~2018-2019~~travel and ~~accelerate~~hospitality tovendors ~~7.5% in fiscal year 2019~~ and ~~2020. The~~presents ~~World~~them ~~Bank~~on ~~has~~a ~~forecast~~single platform, ~~attributing it~~ to ~~an upswing in consumption and investment where “India’s long-term growth has become more steady~~ease, ~~stable~~facilitate, ~~diversified,~~coordinate and ~~resilient,”~~effectuate ~~according~~consumer totravel ~~the World Bank. A November 2016 World Economic Forum report stated that the Indian middle class doubled in size over an eight -year period from 300 million in 2004 to 600 million in 2012~~ and ~~half~~hospitality ~~of the 1~~needs.2 ~~billion population is now middle class.~~ The ~~report~~Hospitality ~~further~~segment ~~states~~was ~~that by 2027, India’s population will overtake China’s and India’s middle class will overtake the middle classes of the United States, Europe, and China. According to~~ an ~~April 2018 report by the International Monetary Fund, nominal per capita income of the~~ Indian ~~population~~ ~~continues~~based tooperator ~~increase. All~~ of ~~these~~24 ~~factors~~hotel ~~tend~~properties ~~to increase discretionary spending~~ in ~~areas~~18 ~~such~~cities aswith ~~travel~~1,230 ~~and~~keys ~~leisure.~~under ~~According to~~4 ~~Word~~brands ~~Travel~~(Mango &Hotels, ~~Tourisms~~Mango ~~Council~~Suites, ~~Economic~~Mango ~~Impact~~Hotels ~~2018~~Select, ~~the~~i-Stay Hotels) ~~travel~~but ~~and~~was ~~tourism~~deconsolidated ~~sector~~on inJanuary ~~India has been increasingly contributing to overall GDP~~1, ~~accounting for 9~~2020.4% inMango ~~2017~~Suites Select and ~~forecasting~~Apodis toCollection ~~rise~~are bybrands ~~7.5%~~under ~~to approximately 10~~development.1% inAPODIS ~~2018. Domestic tourists~~and ~~accounted~~IntelliStay ~~for~~function ~~over~~as ~~88%~~umbrella ~~of the travel and tourism spending in 2017~~brands.

~~Although~~The ~~internet~~eCommerce ~~penetration~~aggregator ~~and use of debit and credit cards~~business isfunctions ~~rapidly~~as ~~increasing,~~a ~~India~~Last ~~continues~~Mile toCommerce ~~have~~and aConnectivity ~~significant~~aggregator ~~unbanked~~that ~~population,~~delivers ~~particularly~~product ~~outside~~and ofservices ~~urban areas. According~~ to anoffline ~~October~~consumers ~~2015~~using ~~report~~a ~~prepared~~service agent bynetwork ~~PricewaterhouseCoopers, 233 million households~~ in India ~~did~~through ~~not~~our ~~have~~website. ~~access to banking services at that time~~Currently, ~~down~~we ~~from~~operate ~~557~~as ~~million~~a inbusiness ~~2011. According~~ to ~~Global~~business, ~~Findex~~or ~~database~~B2B, itLast isMile ~~estimated~~Commerce platform that serves inbusiness ~~June~~agents ~~2018~~and ~~there~~companies ~~were~~based ~~still 191 million individuals~~ in India ~~who~~in doproviding ~~not~~travel ~~have~~and ~~bank~~financial ~~accounts.~~services ~~According~~products tofor ~~India’s~~their ~~2011~~offline ~~Census,~~customers. ~~69% of India’s population~~Through ~~lives~~our ~~in rural areas~~website, ~~while~~our 5%business ~~live~~or intravel ~~semi-urban~~agents ~~areas.~~can Insearch ~~addition,~~and ~~lower~~book ~~internet~~domestic ~~penetration~~ and ~~literacy~~international ~~rates~~air intickets, ~~more~~hotels, ~~rural areas~~vacation ~~mean~~packages, ~~that~~rail tickets ~~OTAs~~and ~~are~~bus ~~unable~~tickets, toas ~~reach~~well aas ~~significant~~ancillary ~~portion~~travel-related ofservices ~~the~~and ~~population~~financial ~~directly.~~services ~~Due~~including tomoney atransfer ~~combination~~bill ~~of these factors~~payment, ~~semi-urban~~ and Micro ~~rural~~ATM ~~travelers~~products. ~~are~~The ~~more~~eCommerce ~~likely~~Aggregator tosegment ~~require~~operates anthrough ~~intermediary~~Sunalpha toGreen ~~book~~Technologies ~~travel~~Private ~~related~~Limited ~~services~~(“Sunalpha”), a ~~and~~wholly ~~products~~owned subsidiary.

~~Our~~The ~~Strategy~~hospitality business was comprised of our 51% equity interest in our subsidiary, PRAMA, which was acquired on April 22, 2019, but was deconsolidated on January 1, 2020.

We manage our OTA business through Travelcord, our proprietary internet-based online transaction platform. Through our website, www.tripborn.com, we offer a wide inventory of travel services and products to travel agents who serve the growing middle class of largely offline travelers in semi-urban and rural regions of India. Through our proprietary technology, we consolidate and provide our travel agents with access to travel bookings and hotel reservations that otherwise would be costly and time-consuming to obtain for their customers in an often -fragmented marketplace. While some of our more established competitors have focused on selling directly to consumers in urban areas, our travel agent partners tend to be small, brick and mortar establishments that serve travelers who rely on more personalized transactions for their travel booking needs due to language barriers and lack of access to the internet or credit cards. We have grown our operations through referrals and a focus on addressing our customers’ needs through sophisticated technology. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that we will be able to use our established platform to offer travel services and products directly to consumers. During our fiscal year ended March 31, 2018 (“fiscal year 2018”), we launched a new money transfer product on our established platform. This product allows users to electronically transfer money and is a value-added service to our existing customers. We plan to grow our processing volume by increasing the number of services offered on our network, increasing the number of travel agents on our platform, and increasing the value-added services offered through our network, including financial products. 4

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

Corporate History

Tripborn, Inc. (“Company”) was incorporated under the law of the state of Delaware in January 2010 office is located at 762 Perthshire Pl, Abingdon, MD 21009. The Company provides Online Travel Agency (OTA) and related services and selling its services to directly to Business customers. The Company primarily operates in India. Tripborn, Inc. formerly known as PinstripesNYC, Inc was operating as a shell company with nominal or no assets or operations until December 14, 2015. Tripborn Inc. was known as PinstripesNYC, Inc. until January 2016.

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

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

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

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

Change in Control Transaction and Reverse Recapitalization

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

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

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Increase in Authorized Shares

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

Our Services and Products

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

Air ticketing

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

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

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

Hotel reservations

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

Bus ticketing

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

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Rail ticketing

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

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

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

Vacation packages

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

Pre- and post-paid services and utilities

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

Money transfer service

As a value-added service, our business agent customers may use our internet platform which is connected to intermediary bank settlement system to make cash transfers on behalf of their customers. We pay our suppliers for the services and earn a commission as a percentage of the price of the services. We also collect a service charge or fees on to our business agent customers for performing the money transfer services for their customers. We originate domestic remittance transactions using intermediary banking system, and bank sends money to end customer bank account.

Distribution

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

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

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

Sales and Marketing

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

Competition

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

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

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

Intellectual Property

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

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

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Employees

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

Government Regulation

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

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

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

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

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

We operate in jurisdictions in which local business practices may be inconsistent with international regulatory requirements, including anti-corruption and anti-bribery regulations prescribed under the U.S. Foreign Corrupt Practices Act (“FCPA”), which, among other things, prohibits giving or offering to give anything of value with the intent to influence the awarding of Government contracts. Also, India’s Prevention of Corruption (Amendment) Bill 2013 (“PCA”) prohibits giving bribe to a public servant. To help ensure compliance with these laws and regulations, we have adopted specific risk management and compliance practices and policies, including a specific policy addressing the FCPA.

Item 1A. Risk Factors

We are subject to various risks that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, liquidity, financial condition, and results of operations. In addition, these risks could cause results to differ materially from those we express in forward-looking statements contained in this Annual Report or in other Company communications. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations.

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

COVID-19 Risks

COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation; limitations on the size of in-person gatherings; closures of, or occupancy or other operating limitations on, work facilities, lodging facilities, food and beverage establishments, schools, public buildings and businesses; cancellation of events, including sporting events, conferences and meetings; and quarantines and lock-downs. COVID-19 and its consequences have dramatically reduced travel and demand for hotel rooms, which has and will continue to impact our business, operations, and financial results. The extent to which COVID-19 impacts our business, operations, and financial results will depend on the factors described above and numerous other evolving factors that we may not be able to accurately predict or assess, including the duration and scope of COVID-19; the availability and distribution of effective vaccines or treatments; COVID-19’s impact on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; the ability of our owners and franchisees to successfully navigate the impacts of COVID-19; and how quickly economies, travel activity, and demand for lodging recovers after the pandemic subsides. COVID-19 has subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below:

Risks Related to Revenue: COVID-19 has negatively impacted and will in the future negatively impact to an extent we are unable to predict, our revenues from our eCommerce Aggregator and managed and franchised hotels, which are primarily based on hotels’ revenues or profits. In addition, COVID-19 and its impact on global and regional economies, and the hospitality industry in particular, has made it difficult for hotel owners and franchisees to obtain financing on attractive terms, or at all, and increased the probability that hotel owners and franchisees will be unable or unwilling to service, repay or refinance existing indebtedness. This has caused, and may in the future continue to cause, some lenders to declare a default, accelerate the related debt, foreclose on the property or exercise other remedies, and some hotel owners or franchisees to declare bankruptcy. If a significant number of our management or franchise agreements are terminated as a result of bankruptcies, sales or foreclosures, our results of operations could be materially adversely affected. Hotel owners or franchisees in bankruptcy may not have sufficient assets to pay us termination fees or other unpaid fees or reimbursements we are owed under their agreements with us. Even if hotel owners or franchisees do not declare bankruptcy, the significant decline in revenues for most hotels has impacted the timely payment of amounts owed to us by some hotel owners and franchisees and could in the future materially impact the ability or willingness of hotel owners and franchisees to fund working capital or pay us other amounts that we are entitled to on a timely basis or at all, which would adversely affect our liquidity. If a significant number of hotels exit our system as a result of COVID-19, whether as a result of a hotel owner or franchisee bankruptcy, failure to pay amounts owed to us, a negotiated termination, the exercise of contractual termination rights, or otherwise, our revenues and liquidity could be materially adversely affected. COVID-19 has also materially impacted, and could in the future materially impact, other non-hotel related sources of revenues for us, including for example our fees from our co-brand credit card arrangements, which have been and may continue to be affected by COVID-19’s impact on spending patterns of cobrand cardholders and acquisition of new co-brand cardholders. Also, testing our intangible assets or goodwill for impairments due to reduced revenues or cash flows could result in additional charges, which could be material.

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Risks Related to Leased and Managed Hotels: COVID-19 and its impact on travel has reduced demand at nearly all hotels, including our owned and leased hotels and properties owned by entities in which we have an equity investment. As a result, most of our owned and leased hotels and properties in which we have an investment are not generating revenue sufficient to meet expenses, which is adversely affecting our income and could in the future more significantly adversely affect the value of our owned and leased properties or investments. In addition, we have seen and could continue to see entities in which we have an investment experience challenges securing additional or replacement financing to satisfy maturing indebtedness. As a result of the foregoing, we have recognized, and may in the future be required to recognize, significant non-cash impairment charges to our results of operations.

Risks Related to Operations: Because of the significant decline in the demand for hotel rooms, we have taken steps to reduce operating costs and improve efficiency, including furloughing a substantial number of our associates and implementing reduced work weeks for other associates, implementing a voluntary transition program for certain associates, eliminating a significant number of above-property and on-property positions, and modifying food and beverage offerings and other services and amenities. Such steps, and further changes we could make in the future to reduce costs for us or our hotel owners or franchisees (including ongoing property-level restructuring plans), may negatively impact guest loyalty, owner preference, or our ability to attract and retain associates, and our reputation and market share may suffer as a result. For example, loss of our personnel may cause us to experience operational challenges that impact guest loyalty, owner preference, and our market share, which could limit our ability to maintain or expand our business and could reduce our profits. Further, reputational damage from, and the financial impact of, position eliminations, furloughs or reduced work weeks could lead associates to depart the Company and could make it harder for us or the managers of our franchised properties to recruit new associates in the future. In addition, if we or our hotel owners or franchisees are unable to access capital to make physical improvements to our hotels, the quality of our hotels may suffer, which may negatively impact our reputation and guest loyalty, and our revenue and market share may suffer as a result. We have received demands or requests from labor unions that represent our associates and may face additional demands, whether in the course of our periodic renegotiation of our collective bargaining agreements or otherwise, for additional compensation, healthcare benefits or other terms as a result of COVID-19 that could increase costs, and we could experience labor disputes or disruptions as we continue to operate under our COVID-19 mitigation and recovery plans. COVID-19 could also negatively affect our internal control over financial and other reporting, as many of our personnel have departed the Company as a result of position eliminations, and our remaining personnel are often working from home. In addition, new processes, procedures and controls could be required to respond to changes in our business environment.

Risks Related to Expenses: COVID-19 has caused us to incur additional expenses and will continue to cause us to incur additional expenses in the future which are not fully reimbursed or offset by revenues. For example, we have already incurred certain expenses related to furloughs, our voluntary transition program and position eliminations, and we expect additional charges related to our property-level restructuring activities.

Risks Related to Growth: Our growth has been, and may continue to be, harmed by COVID-19 and its various impacts as discussed above. Many current and prospective hotel owners and franchisees are finding it difficult or impossible to obtain hotel financing on commercially viable terms. COVID-19 has caused and may continue to cause some projects that are in construction or development to be unable to draw on existing financing commitments or secure additional or replacement financing to complete construction, and additional or replacement financing that is available may be on less favorable terms. COVID-19 has caused and may continue to cause construction delays due to government restrictions and shortages of workers or supplies. As a result, some of the properties in our development pipeline will not enter our system when we anticipated, or at all. We have seen, and may continue to see, opening delays and a decrease in the rate at which new projects enter our pipeline, and we may see an increase in the number of projects that fall out of our pipeline as a result of project cancellations or other factors. These effects on our pipeline have reduced and will continue to reduce our ability to realize fees or realize returns on equity investments from such projects. We expect we could potentially see more existing hotels exit our system as a result of COVID-19, and a significant number of such exits could negatively impact the overall growth of our system and our business prospects.

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Risks Related to Liquidity: In 2020, our liquidity suffered. We may be required to raise additional capital again in the future to fund our operating expenses and repay maturing debt. In addition, we have seen increases in our cost of borrowing as a result of COVID-19 and such costs may increase even further for a time we are unable to determine. If we are required to raise additional capital, our access to and cost of financing will depend on, among other things, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects, our credit ratings, and the outlook for the hotel industry as a whole. If our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our credit rating levels, our industry, or our Company, our access to capital and the cost of debt financing will be further negatively impacted. Accordingly, a downgrade may cause our cost of borrowing to further increase. Additionally, certain of our existing commercial agreements may require us to post or increase collateral in the event of further downgrades. Also, if we are unable to comply with the covenants under our Credit Facility, the lenders under our Credit Facility will have the right to terminate their commitments thereunder and declare the outstanding loans thereunder to be immediately due and payable. There is no guarantee that debt financings will be available in the future to fund our obligations, or will be available on terms consistent with our expectations. Additionally, the impact of COVID-19 on the financial markets is expected to adversely impact our ability to raise funds through equity financings. COVID-19, and the volatile regional and global economic conditions stemming from COVID-19, as well as reactions to future pandemics or resurgences of COVID-19, could also give rise to, aggravate and impact our ability to allocate resources to mitigate the other risks that we identify below, which in turn could materially adversely affect our business, liquidity, financial condition, and results of operations. Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

Industry Related Risks

The travel industry in India is highly competitive and fragmented, and we may not be able to compete effectively as Sales and Marketing efforts requires deep understanding of local demographics and local demand. We intend to build our brand in the underserved rural and semi-rural markets through our superior service-oriented travel portal, which requires technology adoption and internet infrastructure to access our services in those areas.

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

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Risks Related to Our Business

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

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

We have incurred net losses since our inception and anticipate that we will continue to incur net losses for the foreseeable future.

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

We will require additional financing to support our operations, which financing may not be available on favorable terms or at all; any new equity financing could have a dilutive effect on our existing stockholders.

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

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We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiary to meet our obligations.

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

Our lack of insurance leaves us exposed to significant liabilities.

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

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

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

institute a more comprehensive compliance function;

prepare and distribute periodic and current reports under the federal securities laws;

establish new internal policies; and

involve and retain to a greater degree outside counsel and accountants.

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

Our lack of experienced accounting staff may impact our ability to report our future financial results on a timely and accurate basis, and we need to retain the services of additional accountants and consultants with required accounting experience and expertise.

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

If we fail in implementing appropriate internal financial control over financial reporting, the price of our common stock may be adversely affected.

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

~~We may not be successful in implementing our growth strategies.~~ 8

Our growth strategies involve expanding our network of travel agents, expanding our service and product offerings, expanding supplier relationships, enhancing our service platforms by investing in technology and expanding into new geographic markets within India. The following factors may affect our success in implementing our growth strategies:

Ÿ our ability to increase the number of suppliers, especially suppliers that are directly-connected to us, which depends on the willingness of such suppliers to invest in new technology;

Ÿ our ability to continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business;

Ÿ our ability to build or acquire the required technology;

Ÿ the general condition of the global and Indian economy and continued growth in demand for travel services, particularly online;

Ÿ our ability to compete effectively with existing and new entrants to the Indian travel industry, including both online travel companies as well as traditional travel agents and tour providers; and

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Ÿ the growth of the internet as a medium for commerce in India.

Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategy.

We depend on certain related persons transactions and may continue to rely on related persons for key development and support activities.

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

We will not be able to develop or continue our business if we fail to attract and retain key personnel.

Our future success depends on our ability to attract, hire, train and retain a skilled senior management team and other key personnel. ~~The~~the loss of the services of our executive officers or other key employees could adversely affect our business. We face competition in securing qualified personnel possessing the skills necessary to implement our strategy, and we may fail to attract or retain the employees necessary to execute our business model successfully.

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

U.S. Federal Income Tax Reforms could adversely affect us.

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

Third parties claiming that we infringe on their proprietary rights could cause us to incur significant legal expenses and prevent us from operating our business.

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

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

Our websites rely on content, brands and technology, much of which is proprietary. We protect our proprietary content, brands and technology by relying on a combination of trademarks, copyrights, trade secrets, patents and confidentiality agreements. Any misappropriation or violation of our rights could have a material adverse effect on our business. Even with these precautions, it may be possible for another party to copy or otherwise obtain and use our proprietary technology, content or brands without authorization or to develop similar technology, content or brands independently.

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

A failure of one or more key information technology systems, networks, processes, associated sites or service providers could have a material adverse impact on the Company’s business or reputation.

The Company relies extensively on information technology (IT) systems, networks and services, including Internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting business. The various uses of these IT systems, networks and services include, but are not limited to:

booking and managing our services from suppliers;

collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data;

processing transactions;

summarizing and reporting results of operations;

marketing and selling products and services to consumers;

hosting, processing and sharing confidential and proprietary research, business plans and financial information;

complying with regulatory, legal or tax requirements;

providing data security; and

handling other processes necessary to manage the Company’s business.

Increased IT security threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of the Company’s IT systems, networks and services, as well as the confidentiality, availability and integrity of the Company’s data. The Company’s operations, especially its retail operations, involve the storage and transmission of employees’, customers’ and consumers’ proprietary information, such as credit card and bank account numbers. The Company’s payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud. If the IT systems, networks or service providers relied upon fail to function properly, or if the Company suffers a loss or disclosure of customers’ and consumers’ data, business or stakeholder information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, and business continuity plans do not effectively address these failures on a timely basis, the Company may suffer interruptions in its ability to manage operations, a risk of government enforcement action, litigation and possible liability, and reputational, competitive and/or business harm, which may adversely impact the Company’s results of operations and/or financial condition.

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

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We need to expand our sales, marketing and support organizations and our distribution arrangements to increase market acceptance of our products and services.

We currently have a limited number of sales, marketing, customer service and support personnel and will need to increase our staff to generate a greater volume of sales and to support any new customers or the expanding needs of existing customers. The employment market for sales, marketing, customer service and support personnel in our industry is very competitive, and we may not be able to hire the kind and number of sales, marketing, customer service and support personnel we are targeting. Our inability to hire qualified sales, marketing, customer service and support personnel may harm our business, operating results and financial condition.

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Litigation and legal proceedings and the impact of any finding of liability or damages could adversely impact the Company and its financial condition and operating results.

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

Risks Related to Operations in India

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

From time to time India has experienced instances of civil unrest, terrorism and hostilities among neighboring countries, including Pakistan. Terrorist attacks, military activity, rioting, or civil or or political unrest in the future could influence the Indian economy and our operations by disrupting operations and communications and making travel within India more difficult and less desirable. Our industry is particularly sensitive to actual or perceived safety concerns such as these, as well as health-related risks such as ~~the~~COVID-19, influenza A virus (H1N1), avian flu (H5N1 and H7N9) and Severe Acute Respiratory Syndrome or other epidemics or pandemics. Any of these events in or around India could cause the demand for travel-related services to decline. Political or social tensions also could create a greater perception that investments in companies with Indian operations involve a high degree of risk, which could adversely affect the market and price for our common stock. We do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars, which could subject us to significant financial losses. The realization of any of these risks could cause a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.

The Indian government’s implementation of a new indirect tax regime may adversely affect our business and financial performance.

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

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

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

If we violate applicable anti-corruption laws or our internal policies designed to ensure ethical business practices, we could face financial penalties and/or reputational harm that would negatively impact our financial condition and results of operations.

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

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Natural disasters could have a negative impact on the Indian economy and cause our business to suffer.

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

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

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

Restrictions on foreign investment in India may prevent us from making future acquisitions or investments in India, including with respect to our operating subsidiary, which may adversely affect our results of operations, financial condition and financial performance.

India regulates ownership of Indian companies by foreigners. These regulations and restrictions may apply to acquisitions by us of shares in Indian companies or the provision of funding by us to our Indian operating subsidiary. For example, under its consolidated foreign direct investment policy, the Government of India has set out criteria for foreign investments in India, including requirements with respect to downstream investments by Indian companies owned or controlled by foreign entities and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on valuations and sources of funding for such investments and may include prior approval from the Foreign Investment Promotion Board, may adversely affect our ability to make investments in India, including through our operating subsidiary in India. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms.

We may incur expenses, including penalties imposed by the Reserve Bank of India if we do not comply, or timely comply, with reporting requirements in connection with the acquisition and transfer of our securities by our Indian employees.

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

We are subject to regulatory and political uncertainties in India.

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

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We may have exposure to additional tax liabilities.

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

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

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

Risks Related to Our Industry

We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of sophisticated information technology and systems, which we have customized for search and reservation for flights and hotels, as well as payments, refunds, customer relationship management, communications and administration. As our operations grow in both size and scope, we must continuously improve and upgrade our systems and infrastructure to offer our customers enhanced services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure in a cost-effective manner. Our future success also depends on our ability to upgrade our services and infrastructure ahead of rapidly evolving consumer demands while continuing to improve the performance, features and reliability of our service in response to competitive offerings.

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

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

The travel industry in India is highly competitive, and we may not be able to compete effectively.

The travel market in India is highly competitive. Factors affecting our competitive success include, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. We currently compete with both established and other emerging providers of travel services and products, including other online travel agencies in India and abroad, such as makemytrip.com, cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies that can aggregate travel search results also compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. For example, trivago.com has commenced a television advertising campaign in India. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and vacation packages business) as compared with us. From time to time we may be required to reduce service fees and net revenue margins in order to compete effectively and maintain or gain market share.

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

We depend on and expect to continue to depend on a small number of low cost airlines in India for a significant percentage of our air ticketing revenue.

~~Four~~Low ~~low~~ cost airlines dominate India’s domestic air travel industry. As we derive a substantial portion of our air ticketing revenue through the base commissions and incentive payments of these domestic airlines, our dependence on a limited number of domestic airlines means that a reduction or elimination in base commissions and incentive payments by any one or all of these airlines could have a material adverse effect on our revenue.

In addition, our reliance on a small number of airline suppliers in India gives those airline suppliers additional bargaining power in negotiating agreements with us. A reduction or elimination of base commissions and incentive payments by any of these domestic airline suppliers, the loss of any of these domestic airline suppliers or a domestic airline supplier exerting significant price and margin pressure on us could materially and adversely affect our business, financial condition and results of operations.

Our processing, storage, use and disclosure of customer data of our travel agent customers or visitors to our website could give rise to liabilities as a result of governmental regulation, conflicting legal requirements such as General Data Protection Regulations, differing views of personal privacy rights or data security breaches.

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

We cannot guarantee that our security measures will prevent data breaches. Companies that handle such information have also been subject to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of personally identifiable information. Security breaches could damage our reputation, cause interruptions in our operations, expose us to a risk of loss or litigation and possible liability, and could also cause customers and potential customers to lose confidence in the security of our transactions, which would have a negative effect on the demand for our services and products. Moreover, public perception concerning security and privacy on the internet could adversely affect customers’ willingness to use our websites. A publicized breach of security in India, even if it only affects other companies conducting business over the internet, could inhibit the growth of the internet as a means of conducting commercial transactions, and, therefore, the prospects of our business.

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

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If we are unable to maintain existing, or establish new arrangements with our travel service suppliers, our business may be adversely affected.

Our business depends on our ability to maintain our relationships and arrangements with existing suppliers, as well as our ability to establish and maintain relationships with new travel suppliers. A substantial portion of our revenue less service cost derives from fees and commissions negotiated with travel suppliers for bookings made through our website. Many of our agreements with our travel service suppliers are short-term contracts that require periodic renewal on a quarterly or yearly basis and provide our counterparties with a right to terminate on short notice or without notice. Adverse changes in existing arrangements, including an inability by any travel supplier to fulfill its payment obligation to us in a timely manner, increasing industry consolidation or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business and financial performance.

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

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

Our business and results of operations could be adversely affected by global and/or domestic economic conditions.

Due to the discretionary nature of travel expenditures, the travel industry tends to experience weak or reduced demand during economic downturns. Unfavorable changes in the business and economic conditions affecting our market could result in fewer reservations made through our websites and/or lower our net revenue margins and have a material adverse effect on our financial condition and results of operations. In addition, during periods of poor economic conditions, airlines and hotels tend to reduce rates or offer discounted sales to stimulate demand, thereby reducing our commission-based income. The weakness and uncertainty in the global economy have negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in India, and may continue to do so in the future. These poor economic conditions could adversely impact our growth plans, business, financial condition and results of operations.

Risks Related to Our Common Stock

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

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

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Our significant stockholders exercise significant influence over our company and may have interests that are different from those of our other stockholders.

Our executive officers and directors, Deepak Sharma and Sachin Mandloi, beneficially ~~own~~control ~~90% of~~ the issued and outstanding shares of our common stock. By virtue of such holdings, they have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, amendments to our charter and bylaws, the approval of a merger or sale of substantially all our assets and the approval of most other actions requiring the approval of our stockholders. The interests of these stockholders may be different from or conflict with the interests of our other stockholders and their influence may result in the delay or prevention of a change of management or control of our company.

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The reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, which may lead to volatility and a decrease in the price of our common stock.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from reporting requirements that apply to other public companies that are not emerging growth companies. Investors may find our common stock less attractive because we may rely on these exemptions, which include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to opt out of the extended transition period for complying with the revised accounting standards. If investors find our common stock less attractive as a result of exemptions and reduced disclosure requirements, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease.

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

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

Stockholders may be subject to Indian taxes on income arising through the sale of our common stock.

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

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

We are authorized to issue up to 200,000,000 shares of common stock, par value $0.0001 per share, and up to 10,000,000 shares of preferred stock, $0.0001 par value, in one or more series and with such rights, preferences and privileges as our board of directors may determine. The issuance of additional securities may cause substantial dilution to our stockholders.

Our board of directors has authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors has the authority to determine the terms of each series of preferred stock, within the limits of the restated certificate of incorporation and the laws of the State of Delaware. These terms include the number of shares in a series, dividend rights, liquidation preferences, terms of redemption, conversion rights and voting rights. The issuance of any preferred stock may negatively affect the holders of our common stock. These possible negative effects include diluting the voting power of shares of our common stock and affecting the market price of our common stock.

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

We have only two directors, and each one is not “independent” as that term is defined in the rules of any national securities exchange. As a result, we do not have an Audit or Compensation Committee. The functions of those committees are conducted by the Board. Consequently, there is a potential conflict of interest in Board decisions that may adversely affect our ability of our common stock to be listed on a national securities exchange and, as a result, may adversely affect the liquidity of our common stock.

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

Rule 15g-9 under the Exchange Act defines a “penny stock” as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. To the extent a market develops for our common stock, we anticipate that our common stock will be, and may continue to be considered a penny stock. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and could depress the market value of our common stock, to the extent a market develops.

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

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

Limitations on Controls

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

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

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

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

Provisions in our charter documents or Delaware law may inhibit a takeover or make it more difficult to effect a change in control, which could adversely affect the value of our common stock.

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

Raising additional capital by issuing securities may cause dilution to our stockholders.

We may need or desire to raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:

· ~~Research~~The ~~and~~costs ~~development~~of ~~investments~~establishing ~~(including~~or ~~our~~acquiring ~~investment~~sales, inmarketing, ~~fine~~and ~~powder~~distribution capabilities for ~~direct printing and~~ our ~~development efforts tied to large format direct and indirect 3D printing machines);~~services.

· ~~Our~~The ~~degree~~extent ofto ~~success~~which inwe ~~capturing~~acquire aor ~~larger~~invest ~~portion~~in ofbusinesses, ~~the~~services ~~industrial~~or ~~products~~technologies ~~production~~and ~~market~~other strategic relationships; and

· The costs of establishing or acquiring sales, marketing, and distribution capabilities for our products;

· The costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our issued patents, and defending intellectual property-related claims;

· The extent to which we acquire or invest in businesses, products or technologies and other strategic relationships; and

The costs of financing unanticipated working capital requirements and responding to competitive pressures.

If we raise additional funds by issuing equity or convertible ~~debt~~ debt securities, we will reduce the percentage ownership of our then-existing stockholders, and the holders of those newly- issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing stockholders. Additionally, future sales of a substantial number of shares of our common stock or other equity-related securities in the public market could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities. We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market price of our common stock.

Item 1B. Unresolved Staff Comments

None.

2218

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Item 2. Properties

We lease approximately 2,455 square feet of office space for our principal executive officers in Ahmedabad, India. Currently, our president and director, Deepak Sharma leases this space to us at no charge. We have closed the office in Bangalore and lease was cancelled effective from December 31, 2019.

Since March 2016, we also lease approximately 4,080 square feet of office space for our technology center in Bangalore, Karnataka India, for which we currently pay approximately $6,270 per month including annual maintenance charges. This lease is continued with expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs. Following table describes our obligation for the next five year from the lease.

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

Item 3. Legal Proceedings

WeThe ~~are~~Company is ~~not~~party ~~currently~~to ~~involved~~certain legal proceedings that arise in ~~any~~the ~~material~~ordinary ~~legal~~course ~~proceedings~~and are incidental to its business. On the acquisition of PRAMA, ~~From~~on ~~time-to-time~~April 22, we2019, ~~anticipate~~the weCompany ~~will~~assumed bean ~~involved~~interest in ~~legal~~an ~~proceedings~~arbitration claim. PRAMA made an arbitration claim of approximately $300,000 (21.2 ~~claims~~million Indian Rupees) against Ms. Khurana Hotels and ~~litigation~~Apartments ~~arising~~Private Limited in the ~~ordinary~~Civil ~~course of~~Court ~~our~~Senior ~~business~~Division ~~and~~of ~~otherwise~~Amritsar, India. The ~~ultimate~~claim ~~costs~~is tobased ~~resolve~~on ~~any~~the ~~such~~asserted ~~matters~~failure ~~could~~of ~~have~~Ms. aKhurana ~~material~~Hotels ~~adverse~~and ~~effect~~Apartments onPrivate ~~our~~Limited, ~~financial~~as lessor, to comply with the ~~statements~~terms of the lease. WeThe ~~could~~Company behas ~~forced~~entered tointo ~~incur~~a ~~material~~Realignment ~~expenses~~of control agreement with PRAMA and has no obligation with respect to ~~these~~any pending legal proceedings, ~~and~~or inobligation. Based on the ~~event~~information currently available, ~~there~~management isdoes annot believe that the currently ~~outcome~~pending inarbitration ~~any~~will ~~that~~have isa material adverse toeffect ~~us,~~on ~~our~~the Company’s consolidated financial position, ~~and~~liquidity ~~prospects~~or ~~could~~results ~~be harmed~~of operations.

Item 4. Mine Safety Disclosures

Not applicable.

2319

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PART II

Our common stock is quoted on the OTC Markets OTCQB tier, or OTCQB, of OTC Markets Group, Inc. under the symbol “TRRB.” AsOwing ofto ~~March~~the ~~31,~~COVID-19 ~~2019,~~pandemic and the ~~closing~~fact ~~sale~~our ~~price~~shares ~~for~~are ~~our~~thinly ~~common~~traded, ~~stock~~ as ~~reported~~of onMarch ~~the~~31, ~~OTCQB~~2020, ~~system~~there was ~~$1.25~~no ~~per~~closing ~~share.~~sale ~~Our~~price for our common stock ~~commenced~~as ~~public~~reported ~~trading~~ on ~~October 16, 2017~~ the OTCQB system. Although our common stock is quoted on the OTCQB, there is a limited trading market for our common stock and there have been few trades in our common stock to date. Because our common stock is thinly traded, any reported sale prices may not be a true market-based valuation of our common stock. The following table sets forth, for the periods indicated, the high and low closing bid quotations for our common stock, as reported by OTCQB, since the common stock commenced public trading. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

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

Holders

As of that date, there were approximately 42 ~~stockholders~~48 stockholders of record for our common stock. This does not include beneficial owners holding common stock in street name in brokerage accounts. Currently no employee have been granted any Equity from the Employee Stock Option Plan from the company.

Dividends

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

Unregistered Sales of Equity Securities

OnDuring the ~~August~~year 21ended March 31, ~~2018~~2020, wethe ~~have~~Company issued ~~the consulting advisory shares of~~ an aggregate of ~~478~~35,~~560~~741,724 of common shares ofthese ~~the~~events ~~Company’s~~are ~~common~~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. There were no cash proceeds from the conversion of the notes.

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 consideration for the PRAMA acquisition.

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, at an exercise price of $0.01 per warrant.

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.

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During the quarter ended September 30, 2019 the Company issued and sold 714,286 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 $500,000 to the Company. The Company issued warrants to acquire approximately 1,428,572 common shares pursuant to the 714,286 units listed above during the quarter ended December 31, 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.

On October 21, 2019 the Company issued and sold 535,715 units comprising one share and warrant to purchase two shares 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 $375,001 to the Company. The Company issued warrants to acquire approximately 1,071,430 common shares pursuant to the 535,715 units listed above during the quarter ended December 31, 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.

On October 27, 2019, the Company issued 4,050,316 common shares when the warrant holders exercised their warrants and received approximately $40,503 in cash, an exercise price of $0.01 per warrant.

For the year ended March 31, 2019 the following share issuances occurred:

On August 21, 2018, we issued consulting advisory shares of an aggregate of 478,560 shares of the Company’s common.

On December 21, 2018, we closed on the sale of an aggregate of 214,286 shares of the Company’s common stock pursuant to subscription agreements between us and one investor, resulting in gross proceeds to us of $150,000.

On March 25, 2019, we closed on the sale of an aggregate of 428,571 shares of the Company’s common stock pursuant to subscription agreements between us and one investor, resulting in gross proceeds to us of $300,000.

On March 29, 2019, we closed on the sale of an aggregate of 357,144 shares of the Company’s common stock pursuant to subscription agreements between us and two investors, resulting in gross proceeds to us of $250,000.

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

Securities authorized for issuance under equity compensation plans

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

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Item 6. Selected Financial Data

Not applicable.

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

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” ~~beginning on page 11~~ of this annual report.

Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

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

~~ACQUISITION~~Introduction

~~The~~In ~~Company~~the ~~will~~accompanying ~~make~~analysis ~~acquisitions~~of financial information, we sometimes atuse ~~prices~~information ~~above~~derived ~~the~~from ~~determined~~consolidated ~~fair~~financial ~~value~~data ofbut ~~the~~not ~~acquired~~presented ~~identifiable~~in ~~net~~our ~~assets,~~financial ~~resulting~~statements prepared in ~~goodwill,~~accordance ~~due~~with toU.S. GAAP. ~~expectations~~Certain of ~~the~~ ~~synergies~~these ~~that~~data ~~will~~are beconsidered ~~realized~~“non-GAAP byfinancial ~~the~~measures” ~~combining~~under ~~the~~SEC ~~businesses~~rules. ~~These~~See ~~synergies~~the ~~include~~Non-GAAP ~~hotel~~Financial ~~brands,~~Measures section ~~its~~for ~~customers~~the ~~and~~reasons ~~its operations;~~we use ofthese ~~the~~non-GAAP ~~Company’s~~financial ~~existing~~measures ~~technology~~and the reconciliations to ~~expand~~their ~~sales~~most ofdirectly ~~the~~comparable ~~acquired~~GAAP ~~business’s~~financial measures. ~~services;~~Certain columns and ~~create operational~~rows ~~and~~within ~~financial~~the ~~efficiencies~~tables ofmay ~~the~~not ~~acquired~~add ~~businesses~~due to ~~cost-effectively~~the ~~expand~~use ~~sales~~ of ~~company~~rounded ~~products and services~~numbers. ~~Acquisition~~ ~~will~~Percentages bepresented ~~accounted~~are ~~for~~calculated from bythe ~~using~~underlying ~~the~~numbers. ~~purchase~~Discussions ~~method~~throughout ofthis ~~accounting,~~Management ~~and~~Discussion ~~the~~& ~~acquired~~Analysis ~~company’s~~(“MD&A”) ~~results~~are ~~will~~based beon continuing ~~included~~operations inunless ~~the~~otherwise ~~accompanying~~noted. ~~financial~~The ~~statements~~Management ~~from~~Discussion ~~their~~and ~~respective~~Analysis ~~dates~~should ofbe ~~acquisition.~~read ~~Acquisition~~in ~~transaction~~conjunction ~~costs~~with ~~will be~~the ~~recorded~~consolidated infinancial statements ~~selling,~~and ~~general~~notes ~~and~~to ~~administrative~~the ~~expenses~~consolidated asfinancial ~~incurred~~statements.

The Company has entered into an agreement to acquire 51% of PRAMA Hotels and Resorts Limited (“PRAMA”) for approximately $3,242,857, consisting of $1,400,000 in cash and $1,842,857 in common stock (2,632,653 shares). PRAMA is engaged in the business of owning, managing asset light affordable hotel brands across India. PRAMA, through its wholly owned subsidiaries, APODIS and IntelliStay, owns emerging and leading budget hotel brands including Mango Hotels, Mango Suites, Mango Hotels Select, Mango Suites Select, i-Stay Hotels and Apodis Collection, which are presently spread across 21 cities in India under its IntelliStay Hotels vertical. The transaction is subject to customary closing conditions, including regulatory approvals. The Company closed on its acquisition on April 22, 2019, whereby the company acquired 51% of PRAMA. The Company expects to determine the preliminary purchase price allocation prior to the end of the first quarter of FYE 2020.Promoters

~~OPERATING~~The ~~METRICS~~promoters and founders of the Company are Deepak Sharma, president and CEO / CFO and Sachin Mandloi, vice president and director. Transactions with the promoters are disclosed in the financial statements.

InForward-Looking 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.Statements

	Twelve Months Ended March 31
	2019	2018
Gross Bookings1	$71,860,637	$29,240,498
Revenue Margin2	0.7%	1.2%

The Company makes forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to us. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this report, including, without limitation, statements regarding our financial position, business strategy and other plans and objectives for our future operations, are forward-looking statements. These statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could”, “intend,” “consider,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Our business has been undergoing substantial change, which has magnified such uncertainties. Readers should bear these factors in mind when considering forward-looking statements and should not place undue reliance on such statements. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those suggested by such statements.

~~1Gross~~Any ~~bookings~~number ~~represent~~of risks and uncertainties could cause actual results to ~~the~~differ ~~total~~materially ~~retail~~from ~~value~~those ofwe ~~transactions~~express ~~booked~~in ~~through~~our usforward-looking statements, ~~generally~~ including ~~taxes,~~the ~~fees~~risks and uncertainties we describe below and other ~~charges~~factors we describe from time to time in our periodic filings with the SEC. We therefore caution you not to rely unduly on any forward-looking statement. Important factors that could cause actual results to differ include, ~~and~~but are ~~generally reduced~~not ~~for~~limited ~~cancellations~~to, the risks discussed in “Risk Factors” and ~~refunds.~~the following:

~~2Revenue~~· ~~margin~~the ismaterial ~~defined~~adverse ~~as net~~impact ~~revenue as a percentage~~ of ~~gross~~the ~~bookings.~~covid-19 ~~The~~pandemic ~~increase~~and inthe ~~gross~~associated ~~bookings~~governmental isrestrictions ~~driven~~on bytravel ~~increased Money transfer services~~ and ~~incentives,~~ ~~fees,~~hospitality ~~penalty income,~~ and ~~surcharges~~the asextent weof ~~increase~~social ~~our~~distancing ~~agent network~~ and ~~expand~~shelter ~~our geographic reach. Revenue margin decreased during the twelve months ended March 31, 2019 to 0.7 % from 1.2%~~ in ~~the~~place ~~prior~~behavior ~~year.~~conducted ~~While gross bookings have increased, this decrease in margins primarily driven~~ by ~~lower margin offerings such as money transfer service.~~consumers;

25· the safety, efficacy, distribution, cost and availability of covid-19 vaccines and therapeutic and hospital treatments for covid-19 impacting travel and hospitality;

the absence of liquidity in capital markets with third parties and or related parties;

the adequacy of our financial resources, including our sources of liquidity, including our ability to extend maturities on existing notes, our ability to raise equity capital at the right market terms and our ability to contain and reduce our operating costs; and

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

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~~RESULTS~~Further OFinformation ~~OPERATIONS~~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.

~~The~~Substantial ~~following~~doubt ~~summary~~is ofdeemed ~~our~~to ~~results~~exist ofconcerning ~~operations should be read in conjunction with~~ our ~~consolidated~~ability ~~financial~~to ~~statements~~continue as ~~for~~a ~~the~~going ~~years ended March 31, 2019 and 2018, which are included herein.~~concern

~~Our~~Management ~~operating~~must ~~results~~evaluate ~~for~~whether there are conditions or events, considered in the ~~years~~aggregate, ~~ended~~that ~~March~~raise 31substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, ~~2019~~management ~~and~~evaluates whether the mitigating effect of its plans sufficiently alleviates substantial ~~2018~~doubt ~~and~~about the ~~changes~~Company’s ~~between~~ability ~~those~~to ~~periods~~continue ~~for~~as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the ~~respective~~plans ~~items~~will be effectively implemented within one year after the date that the financial statements are ~~summarized~~issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as ~~follows:~~a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

	Twelve Months Ended March 31,		Change In 2019 vs 2018
	2019	2018	$	%
Net revenue	$472,052	$349,818	122,234	34.94
Cost of revenue	376,207	260,769	115,438	44.27
Gross profit	95,845	89,049	6,796	7.63
Operating expenses	1,236,182	1,974,733	738,551	(33.87)
Other (Expenses)	(127,710)	(147,052)	(22,342)	(13.15)
Net loss	(1,268,667)	(2,259,067)	(991,020)	(43.87)

The Company has historically incurred operating losses and experienced cash outflows from operations and has an accumulated deficit. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions. These trends are expected to continue for the medium term. To the extent that sales of equity securities are not sufficient, the Company expects to curtail or defer discretionary expenses.

~~Revenue~~Beginning in December 2019, China, experienced an outbreak of a highly infectious form of a respiratory infection caused by a novel Coronavirus. The disease caused by the novel Coronavirus was later termed Covid-19. On March 11, 2020 the World Health Organization declared the Coronavirus outbreak a global pandemic. India reported its first Covid-19 infection in the city of Thrissur, in the state of Kerala, India on January 30, 2020 and the first case fatality on March 10, 2020 in the state of Karnataka, India. On March 25, 2020, India’s Prime Minister Narendra Modi announced a 21-day nationwide lockdown in response to the Covid-19 pandemic. To comply with the Indian lockdown, the Company closed all of its hotel operations, which impacts the Hospitality segment. Also as a result of the Indian lockdown, the Indian government temporarily suspended flights, trains and buses which impacts the e-Commerce Aggregator segment. On June 1, 2020, India partially lifted its lockdown, however the Hospitality and e-Commerce Aggregator segments are still materially adversely impacted by Covid-19. As of the date of filing this Annual Report, hotels, flights, trains and buses are operating to varying degrees by region, however the impact of subsequent waves of COVID-19 on India has been material and severe.

~~Net~~The ~~revenues~~Company ~~for~~does not have operations in China and the ~~fiscal~~Coronavirus ~~year~~pandemic ~~ended March~~did ~~31,~~not ~~2019~~have ~~were~~any ~~$472,052~~impact ~~compared~~on tothe ~~$349,818~~operations ~~for~~or financial results of the ~~twelve~~Company ~~months~~for the period ended March 31, ~~2018~~2020. ~~Revenue~~However, ~~for~~the pandemic did have a material adverse effect to the ~~year~~Company’s ~~ended~~Indian ~~March~~operations, vendors, 31customers, ~~2019~~lessors ~~consisted~~and ~~from~~employees’ ~~air~~health, ~~ticketing~~balance sheet, ~~rail~~liquidity, ~~ticketing~~statement of operations and future prospects for the period ended March 31, ~~hotel~~2020 and ~~holiday~~onwards. ~~packages~~As ~~booking~~of today’s date, ~~payment~~management ~~services~~is ~~and~~in ~~incentives~~the ~~from our~~process ~~aggregators~~of ~~and~~implementing ~~suppliers~~various cost reduction efforts to conserve cash and ~~fees~~liquidity, ~~penalty~~including ~~income~~reducing staffing levels and ~~surcharges~~potentially ~~from~~closing ~~our~~certain ~~business~~hotels ~~agent~~permanently, ~~customers~~but has not reached fixed conclusions.

~~Revenue~~Without ~~increased~~new byequity ~~$122~~or loan support and reductions in operating expenses,~~234~~ the Company would not be able to support the current operating plan through twelve months after the date the financial statements are issued. No assurance can be given at this time, however, as to whether we will be able to raise new equity or 34loan support and / or reduce operating expenses.~~94%~~ Due to these factors, substantial doubt exists about the Company’s ability to continue as a going concern through twelve months after the date that the financial statements are issued. If the Company does not obtain sufficient funds when needed, the Company expects it would reduce its operating expenses and defer vendor payments. Management is working on the plan for the ~~year~~business restructuring to ensure the liquidity for the operations and has realigned its focus and strategy on the ecommerce business after PRAMA deconsolidation. Management has taken the steps to reduces the losses significantly by cutting the cost and manpower. Management and existing stockholder plan to support the company in its operational expenses and working capital. The financial statements for the period ended March 31, ~~2019~~2020, do ~~compared~~not include any adjustment relating to ~~fiscal~~the ~~year~~recoverability ~~ending~~and ~~March~~classification ~~31,~~of ~~2018.~~recorded ~~The~~asset ~~increase~~amounts isor ~~primarily~~the ~~driven~~amounts byand ~~commission~~classification ~~earned~~of ~~from~~liabilities ~~money~~that ~~transfer~~might ~~services~~be ~~and~~necessary ~~other~~should ~~travel~~we ~~related~~be ~~services~~unable to continue as a going concern.

While there was increased transaction volume through the addition of more agents and an increased geographical reach but at lower margins. Our primary focus has been on growing our fee revenue for our services, which has been accomplished by our increased brand recognition with our agents and suppliers and is driving more customers to us.23

Cost of Revenue and Gross Profit

The cost of revenue for the twelve months ended March 31, 2019 was $376,207 compared to $260,769 for the year ended March 31, 2018. The cost of revenue represents fees charged by our suppliers and fees paid to agent. The cost of revenue increased by $115,438 or 44.27% for the year ended March 31, 2019 compared to fiscal year ending March 31, 2018. This increase in cost of revenue primarily from increased volume in sales of money transfer services.

Gross profit from net revenues for the fiscal year ended March 31, 2019 was $95,845 or 20.30% of net revenue compared to $89,049 or 25.46 % of net revenue for the fiscal year ended March 31, 2018. Our gross profit increased by $6,796 or 7.63% for the year ended March 31, 2019 compared to fiscal year ending March 31, 2018. Our net revenue increased by $122,234 for the fiscal year ended March 31, 2019. However, our gross profit margins percentage to net revenue declined primarily due to lower margin from our money transfer services which is approximately 5 % for the fiscal year ended March 31, 2019.

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~~Selling~~Owing to the effects of the pandemic, ~~General~~potential investors and ~~Administration~~readers ~~Expenses~~of these financial statements should not rely on the consolidated statement of operations, balance sheet, cash flow, equity / deficit and comprehensive loss as being indicative of current trading and or liquidity and balance sheet. Management recorded impairments of goodwill, intangible and fixed assets for the period ended and as of March 31, 2020.

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

The Company ~~have~~is ~~developed our internet-based platform (“Travelcord”) using multiple systems platforms with~~ an ~~emphasis~~eCommerce toaggregator ~~scale our distribution~~ and ~~agent~~a ~~network by~~hospitality ~~integrated~~management ~~other software platforms, applications and database systems into Travelcord~~company. WeAn ~~designed~~aggregator ~~these~~model ~~internal~~is ~~platforms to~~a ~~include~~form ~~open~~of ~~application~~eCommerce ~~protocol~~whereby ~~interfaces that can provide connectivity to~~ our ~~travel services suppliers such Airlines~~website, ~~travel~~ ~~service aggregators and other suppliers~~www.tripborn.com Weaggregates, ~~amortize~~information ~~the~~on ~~cost~~various oftravel ~~other~~and ~~intangibles~~hospitality ~~over~~vendors ~~their~~and ~~estimated~~presents ~~useful~~them ~~lives unless such lives are deemed indefinite. The cost of intangible assets is generally amortized~~ on a ~~straight-line basis over the asset’s~~single ~~estimated~~platform, ~~economic~~to ~~life~~ease, ~~except~~facilitate, ~~that~~coordinate, ~~individually~~and ~~significant~~effectuate ~~customer-related~~consumer ~~intangible~~travel ~~assets~~and ~~are~~hospitality ~~amortized in relation to total related sales~~needs. ~~Amortizable~~ ~~intangible~~The ~~assets~~Hospitality ~~are~~segment ~~reviewed~~is ~~for~~an ~~impairment whenever events or changes in circumstances indicate~~Indian ~~that~~based ~~the~~operator ~~related~~of ~~carrying~~24 ~~amounts~~hotel ~~may~~properties ~~not~~in be18 ~~recoverable.~~cities Inwith ~~these circumstances~~1,230 ~~they~~keys ~~are~~under ~~tested~~4 ~~for~~brands ~~impairment~~(Mango ~~based on undiscounted cash flows and~~Hotels, ifMango ~~impaired~~Suites, ~~written~~Mango ~~down~~Hotels toSelect, ~~fair~~i-Stay Hotels) ~~value~~as ~~based~~of onMarch ~~either~~31, ~~discounted~~2020. ~~cash~~Mango ~~flows~~Suites orSelect ~~appraised~~and ~~values. Intangible assets~~Apodis ~~with~~Collection ~~indefinite lives~~ are ~~tested~~brands ~~annually~~under ~~for~~development. ~~impairment~~APODIS and ~~written~~IntelliStay ~~down to fair value~~ function as ~~required~~umbrella brands.

WeThe ~~determined~~eCommerce aggregator business functions as a Last Mile Commerce and Connectivity aggregator that ~~certain~~delivers ~~intangible~~product ~~assets,~~and ~~primarily~~services ~~technology~~to offline consumers using a service ~~were~~agent ~~impaired.~~network ~~Therefore,~~in ~~included~~India ~~within~~through ~~amortization~~our ~~expense~~website. ~~for~~Currently, ~~the~~we ~~twelve~~operate ~~months~~as ~~ended~~a ~~March~~business ~~31,~~to ~~2018~~business, ~~was~~or ~~a $696~~B2B,~~949~~ Last Mile Commerce platform that ~~non-cash~~serves ~~impairment~~business ~~charge~~agents ~~recorded.~~and ~~This~~companies ~~charge~~based ~~was~~in ~~recorded~~India ~~within~~in ~~the~~providing ~~caption~~travel ~~"Selling~~and financial services products for their offline customers. Through our website, ~~general~~our business or travel agents can search and ~~administrative~~book ~~expense"~~domestic and international air tickets, hotels, vacation packages, rail ~~caption~~tickets inand ~~our~~bus ~~Consolidated~~tickets, ~~Statements~~as ofwell ~~Operations~~as ancillary travel-related services and ~~Comprehensive~~financial ~~Loss~~services including money transfer bill payment, and Micro ATM products. The ~~Company has~~eCommerce noAggregator ~~impairment~~segment ~~charges~~operates ~~for~~through ~~fiscal~~Sunalpha ~~year~~Green ~~ended~~Technologies ~~March~~Private 31Limited (“Sunalpha”), a ~~2019~~wholly owned subsidiary.

WeThe ~~also~~hospitality ~~provide~~business ~~sales~~is ~~and~~comprised ~~support~~of byour ~~telephone or~~51% ~~via~~equity ~~e-mail.~~interest ~~For~~in our ~~purposes~~subsidiary, ~~of operational flexibility~~PRAMA, wewhich ~~use~~was anacquired ~~in-house~~on ~~call~~April ~~center~~22, 2019. Our ~~call~~brands ~~centers~~strive ~~are~~to inhighlight ~~India.~~friendly Weservice ~~invested~~and reflects a local spin ~~significantly~~on inthe ~~our~~travel ~~call~~experience ~~center~~in ~~technologies,~~an ~~with~~environment ~~the~~that ~~goal~~allows ofcustomers ~~improving~~to ~~customer~~feel ~~experience~~welcome and ~~increasing~~at ~~the~~home ~~efficiency~~while ofpaying a budget price. For the periods ~~our~~included ~~call~~in ~~center~~this ~~agents~~discussion ~~and~~our ~~have~~focus ~~plans~~was to ~~continue~~anticipate ~~reaping~~guest ~~the~~needs ~~benefits~~and ofpleasantly ~~these~~surprise ~~investments~~them ~~going~~with ~~forward.~~our ~~Cost~~customer ofservice. ~~running~~Under ~~and~~our ~~utilizing~~asset-light ~~call~~business ~~center~~model, ~~infrastructure~~we ~~and~~manage ~~staff~~hotels, israther ~~included~~than inowning ~~our~~them. ~~selling~~Currently, ~~general~~due to the covid-19 pandemic, we are seeking to minimize operating costs and ~~administration~~manage ~~expenses~~occupancy to minimize cash flow losses.

~~LIQUIDITY~~eCommerce ~~AND~~Aggregator ~~CAPITAL~~business ~~RESOURCES~~overview

~~The~~We ~~ability~~have tobuilt, ~~continue~~advanced asand asecure, ~~going~~service-oriented technology platforms, ~~concern~~that isintegrate ~~dependent~~our ~~upon~~sales, ~~the~~customer ~~Company~~service ~~generating~~and ~~profitable~~fulfillment operations. inOur ~~the~~website ~~future~~is ~~and/or~~hosted ~~obtaining~~in the ~~necessary~~cloud ~~financing to meet its obligations~~ and ~~repay~~is ~~its~~used ~~liabilities~~by ~~arising~~our ~~from~~B2B ~~normal~~customers or ~~business~~service ~~operations~~agents ~~when~~to ~~they~~enable ~~come~~them ~~due. Management intends~~ to ~~finance~~sell ~~operating~~our ~~costs~~full ~~over~~suite ~~the~~of ~~next~~online ~~twelve~~travel ~~months~~services ~~from~~to ~~the~~their ~~date~~customers. ofOur ~~the~~technology ~~issuance~~platforms ofare ~~these~~scalable and ~~consolidated~~can ~~financial~~be ~~statements with~~augmented ~~existing~~to ~~cash~~handle onincreased ~~hand,~~traffic ~~cash~~and ~~flow~~complexity ~~from~~of ~~operations~~products ~~and~~with ~~short-term~~limited ~~debt~~additional ~~from~~investment, ~~the~~an ~~factoring~~example of ~~receivables.~~which ~~Management believes~~is the ~~Company~~high ~~will~~traffic ~~only~~generated ~~need~~by topromotional ~~raise~~rates ~~additional~~offered ~~capital~~simultaneously ~~for~~by ~~acquisitions,~~multiple ~~sales~~travel ~~initiatives~~operators and ~~unexpected~~suppliers. ~~decreases~~Our inwebsite ~~operating~~facilitates ~~cashflow. If~~ the ~~Company~~requirements ~~must~~of ~~raise capital, there is, however, no assurance that~~ the ~~Company~~growing ~~will~~Indian bemiddle-class ~~able~~travel tomarket, ~~raise~~which ~~any~~is ~~additional capital~~characterized ~~through~~by ~~any~~lower ~~type~~rates of ~~offering~~internet onpenetration ~~terms~~and ~~acceptable to the Company~~digital technology, aswhen ~~existing~~compared ~~cash on hand will be insufficient~~ to ~~finance operations~~more ~~over~~developed ~~the next twelve months~~countries.

AsWe ofhave ~~March~~designed ~~31,~~our ~~2019,~~customer wefacing ~~had~~websites ~~$1,230,012~~to be user-friendly to inour ~~cash~~B2B customer, providing our customers with extensive low-price options and ~~cash~~alternative ~~equivalents,~~routings. ~~compared~~We continuously make improvements to ~~$1,155,367~~our asonline ofbooking ~~March~~platforms ~~31,~~to ~~2018~~enhance the user experience by focusing on automation. ~~This~~Our ~~$74,645~~cloud-based ~~increase~~platform inhas ~~cash~~been isdesigned to link to our multiple suppliers’ systems either through “direct connects” or a ~~result~~global ofdistribution ~~common~~system (“GDS”), ~~stock~~we ~~sales~~use ofboth ~~$700~~Amadeus and Galileo,~~000~~ ~~during~~and ~~fiscal~~are ~~2019~~capable ~~offset~~of bydelivering ~~operating~~real-time ~~losses~~availability ~~generated~~and ~~during~~pricing ~~the~~information ~~year~~for ~~ended~~multiple ~~March~~options 31simultaneously. Our platform is hosted by a cloud-based IBM service, ~~2019.~~which Asprovides a high degree of ~~March 31~~reliability, ~~2019~~security and scalability and helps us to maintain adequate capacity. Since commencing operations as an online travel agent, we have ~~total~~steadily ~~stockholders’~~worked ~~deficit~~to ofadd ~~$1,078,970~~suppliers ~~compared~~in order to aprovide ~~deficit~~additional ofservices ~~$741,656~~and asbetter ofpricing ~~March~~for ~~31,~~our ~~2018~~service agent customers. ~~Our~~ As internet penetration in India continues to increase, ~~stockholders’~~we ~~deficit~~anticipate isthat ~~result~~we ofwill be in a position to use our ~~operating~~established ~~losses~~platform ~~offset~~to byoffer travel services and related services directly to consumers. We believe our ~~common~~online ~~stock~~platform ~~sales~~is scalable for suppliers and transactions.

~~Cash~~Currently, ~~Flows: The~~due ~~following table~~to isthe acovid-19 ~~summary~~pandemic, ofwe ~~our~~are ~~Consolidated~~seeking ~~Statements~~to ofminimize operating ~~Cash~~costs ~~Flows:~~to minimize cash flow losses.

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

eCommerce Aggregator operating metrics

27In evaluating our eCommerce Aggregator business, we use operating metrics, including gross bookings and revenue margin. Gross bookings are a measure of the total dollar volume of transactions that we process and is used by us to measure our scale and growth. We calculate revenue margin as revenue as a percentage of gross bookings.

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Operating Activities: The net cash used in operating activities for the fiscal year ending March 31, 2019 and 2018 was $637,991 and $459,174 respectively. The year-over-year increase in cash used in operations is primarily driven by current year losses and changes in current operating assets and liabilities.

	Year ended March 31,
	2020	2019
Gross Bookings¹	$77,251,882	$71,860,637
Net revenues	$701,216	$472,052
Revenue Margin²	0.9%	0.7%

~~Investing~~1* ~~Activities: During the~~Gross ~~twelve~~bookings ~~months~~represent ~~ended~~the ~~March~~total ~~31,~~retail ~~2019~~value ~~cash~~of ~~used~~transactions booked inthrough ~~investing~~us, ~~activities~~generally ~~was~~including ~~$250~~taxes,~~428~~ ~~compared~~fees toand aother ~~cash~~charges, ~~use~~and ~~from~~are ~~investing~~generally ~~activities of~~reduced ~~$7,971~~for incancellations ~~the~~and ~~prior year~~refunds. ~~Primarily~~ ~~this~~Gross ~~was~~bookings differ ~~due~~from tothe ~~deposit~~Company’s ofnet ~~$250~~revenues,~~000~~ inwhich ~~year~~reflect ~~2019~~the ~~for~~revenue aearned ~~pending~~by ~~acquisition~~the Company.

~~Financing~~2* ~~Activities: Net cash~~Revenue ~~flows~~margin ~~provided~~is bydefined ~~financing~~as ~~activities~~Net ~~for~~revenues ~~the~~as ~~fiscal~~a ~~year ended March 31, 2019 and 2018 was $950,000 and $1,098,000 respectively. The~~percentage ~~Company~~of ~~had~~gross ~~issued common stock and received approximately $700,000 and $1,098,000 respectively in fiscal year ending March 31, 2019 and 2018 with no material fees~~bookings. ~~The Company has received $250,000 for convertible notes in 2019.~~

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

·Impact Weof continue to employ “on 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.CIVID-19

· The ~~consolidated~~pandemic ~~entity~~had ~~has~~a ~~successfully~~material ~~negotiated~~adverse aimpact ~~twelve-month~~on ~~extension~~the ofCompany ~~this~~and ~~maturity~~the ~~date~~Company is ofnot profitable and is under capitalized. There are substantial doubts over the ~~convertible~~Company’s ~~notes~~ability to continue as a going concern.

·Acquisition ~~Entered~~of ~~discussions to secure additional equity funding from current or new shareholders.~~PRAMA

·The ~~Undertaken~~acquisition of PRAMA on April 22, 2019, had a ~~program~~material toimpact ~~continue~~on the toresults ~~monitor~~of operations for the ~~consolidated~~year ~~entity~~ended March 31, 2020. Accordingly, the results for the year ended March 31, 2019, which did not include the results of PRAMA, are not comparable. Equally, 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 ~~ongoing~~segmental disclosure. ~~working~~PRAMA’s ~~capital~~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.

·The ~~Management~~pro ~~also~~forma ~~considered~~combined revenues and net loss before income taxes, for the ~~impact~~combined entity, as though the acquisition of ~~maturity~~PRAMA ~~and~~had ~~conversion~~occurred ~~into~~on ~~shares~~April 1, 2018, for the respective periods are shown in Note 1 of ~~convertible~~our ~~debt~~Consolidated Financial Statements. The Company does not believe that presenting pro forma information for PRAMA, over and above what is disclosed in the segmental information above, would be meaningful at this time.

~~There~~Deconsolidation are no assurances that these steps will generate enough cash flow from operations or that we will be able to obtain sufficient financing necessary to support our working capital requirements. The Company exhausted a majority of ~~its cash balances that existed at year-end for the acquisition of~~ PRAMA as discussed above. We can give no assurance that additional capital financing will be available, 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.

The deconsolidation of PRAMA on January 1, 2020, had a material impact on the results of operations for the year ended March 31, 2020. Accordingly, the results for the year ended March 31, 2019, which did not include the results of PRAMA, are not comparable. Equally, the PRAMA deconsolidation 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 deconsolidation impacted every significant line item in the statements of operations and balance sheet.

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

Cash Requirements and Our Credit Facility

The Company does not maintain a credit or borrowing facility. The Company is not profitable and there is substantial doubt over its ability to continue as a going concern. The cash and cash equivalents, current assets, current liabilities, loans to third parties and loans to related parties are disclosed in the consolidated balance sheets and notes to the accounts. The consolidated cash flow statement is disclosed in the financial statements.

The Company has historically incurred operating losses and experienced cash outflows from operations. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions. These trends are expected to continue for the medium term. The Company continues to raise funds from the sale of equity securities. To the extent that sales of equity securities are not sufficient, the Company expects to curtail or defer discretionary expenses and or curtail or scale back future acquisitions.

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Owing to COVID-19, we may be unable to fund operations on a temporary or extended basis. We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to survive through COVID-19.

We do not own hotel properties, and do not plan to own hotel properties in the future. We also do not plan to invest significantly in property, plant and equipment. Our property, plant and equipment purchases tend to be ancillary in nature to the needs of our Hospitality business segment.

The current focus of management is to minimize operating expenses and limit cash outflows for the duration of the covid-19 pandemic and associated consumer reluctance to travel and spend until vaccines and therapeutic treatments can abate the health consequences of covid-19. We do not know the estimated duration of the pandemic but do not expect the pandemic to end in the short and medium term for India.

We do not believe a discussion of business segment performance for the year ended March 31, 2020 is meaningful given the current economic and operating environment. The historical results are not representative of current or future results as we address the issues raised by covid-19.

There is no obligation for TripBorn to fund the operating losses and cash requirements of PRAMA.

We will require additional capital to continue to fund our operations and will look to raise funds through public and private offerings of our securities. Our future liquidity needs are largely impacted by the adverse impact of the Coronavirus pandemic on our operations together with legal and professional and sales, general and administrative expenses. There 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 available, 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. We expect to continue meeting part of our financing and liquidity needs primarily through related and third party borrowings and access to capital markets.

The Hospitality segment is impacted by Indian national holidays and festivals which change region by region and tend to be spread throughout the year. Accordingly, the Company did not experience significant seasonality during the year ended March 31, 2020.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~CRITICAL~~CONTROLS ~~ACCOUNTING POLICIES~~ AND ~~ESTIMATES~~ PROCEDURES

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

We ~~have~~maintain ~~identified~~“disclosure controls and ~~below~~procedures”, ~~the~~as ~~accounting~~that ~~policies~~term is defined in Rule 13a-15(e), ~~related~~ promulgated by the SEC pursuant to ~~what~~the weSecurities ~~believe~~Exchange ~~are~~Act ~~most~~of ~~critical~~1934, as toamended. ~~our~~Disclosure ~~business~~controls ~~operations~~and procedures include controls and ~~are~~procedures ~~discussed~~designed ~~throughout~~to ensure that information required to be disclosed ~~Management~~in our company’s ~~Discussion~~reports ~~and~~filed ~~Analysis~~under the Securities Exchange Act of ~~Financial~~1934 ~~Condition~~is orrecorded, ~~Plan~~processed, ofsummarized ~~Operation~~and ~~where~~reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such ~~policies~~information ~~affect~~is accumulated and communicated to our ~~reported~~ management, including our principal executive officer and ~~expected~~our principal financial ~~results~~officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Revenue~~As ~~Recognition~~required by paragraph (b) of 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 yearly report on Form 10-K. Based on this evaluation, our management concluded that as of the end of the period covered by this yearly report on Form 10-K, our disclosure controls and procedures were not effective.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts.26

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~~Topic~~Management ~~606~~Report ~~was~~on ~~effective~~Internal asControl ~~of April 1,~~Over ~~2018,~~Financial for the Company, using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018.Reporting

~~For~~Management ~~revenue~~is ~~recognition~~responsible ~~arrangements~~for ~~that~~establishing weand ~~determine~~maintaining ~~are~~adequate ~~within~~internal control over the ~~scope~~Company's offinancial ~~Topic~~reporting. ~~606,~~In weorder ~~perform~~to evaluate the ~~following~~effectiveness ~~five~~of ~~steps:~~internal ~~(i)~~control over ~~identify~~financial reporting, as required by Section 404 of the ~~contract(s)~~Sarbanes-Oxley ~~with~~Act aof ~~customer~~2002. Our management, ~~(ii)~~ ~~identify~~with the ~~performance~~participation ~~obligations~~of inour principal ~~the~~executive ~~contract,~~officer ~~(iii)~~and ~~determine~~principal ~~the~~financial ~~transaction~~officer ~~price~~have conducted an assessment, ~~(iv)~~including ~~allocate~~testing, using the ~~transaction~~criteria in Internal ~~price~~Control to– Integrated Framework, issued by the ~~performance~~Committee ~~obligations~~of inSponsoring Organizations of the ~~contract,~~Treadway ~~and~~Commission (v"COSO") (2013). ~~recognize~~Our ~~revenue~~system ~~when~~of ~~(or~~internal ~~as)~~control ~~the~~over ~~entity~~financial ~~satisfies~~reporting ais ~~performance obligation.~~designed Weto ~~only~~provide ~~apply~~reasonable ~~the~~assurance ~~five-step~~regarding ~~model~~the toreliability of ~~arrangements~~financial ~~that~~reporting ~~meet~~and the ~~definition~~preparation of afinancial ~~contract~~statements ~~under~~for ~~Topic~~external ~~606,~~purposes ~~including when~~in itaccordance iswith ~~probable~~generally ~~that~~accepted ~~the~~accounting principles. ~~entity~~Because ~~will~~of ~~collect~~its ~~the~~inherent ~~consideration~~limitations, itinternal iscontrol ~~entitled~~over tofinancial inreporting ~~exchange~~may ~~for~~not ~~the~~prevent ~~goods~~ or ~~services~~detect itmisstatements. ~~transfers~~This toassessment ~~the~~included ~~customer.~~review Atof ~~contract inception, once~~ the ~~contract~~documentation isof ~~determined~~controls, toevaluation beof ~~within~~ the ~~scope~~design effectiveness of ~~Topic 606~~controls, wetesting ~~evaluate~~of the ~~goods~~operating oreffectiveness ~~services~~of ~~promised~~controls ~~within~~and ~~each~~a ~~contract~~conclusion ~~related~~on ~~performance~~this ~~obligation~~evaluation. ~~and~~Based ~~assess~~on ~~whether~~this ~~each~~evaluation, ~~promised~~management ~~good~~concluded orthat ~~service~~our isinternal ~~distinct.~~control Weover ~~then~~financial ~~recognize~~reporting was not effective as ~~revenue~~of March ~~the~~31, ~~amount~~2020 The ineffectiveness of the ~~transaction~~Company's ~~price~~internal ~~that~~control isover ~~allocated~~financial reporting was due to the ~~respective~~following ~~performance~~material ~~obligation~~weaknesses, ~~when (or~~which ~~as)~~are ~~the~~indicative ~~performance~~of ~~obligation~~many issmall ~~satisfied.~~companies with small staff:

~~Air~~(i) ~~Ticketing.~~inadequate ~~Revenue from~~segregation ~~airline~~of ~~tickets~~duties isconsistent ~~recognized~~with on net commission basis which includes our nonrefundable surcharges and fees to our service agents. For certain airline transactions, we also receive fees from global distribution systems partners that control ~~the computer systems through which these reservations are booked.~~objectives;

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

~~Rail~~(iii) ~~Ticketing.~~lack ~~Revenue from~~of ~~rail~~adequate ~~ticket~~U.S. ~~reservations~~GAAP isand ~~recognized~~SEC onfinancial ~~net~~reporting ~~basis~~knowledge ~~which includes our nonrefundable surcharges and fees~~ to ~~our~~identify, ~~service~~account ~~agents. We recognized revenue on gross basis~~ for ~~railway service setup fees, which is non-refundable~~ and ~~collected~~disclose ~~from~~financial ~~our~~reporting ~~service~~issues ~~agent at~~on ~~the~~a ~~time~~timely ofbasis; ~~agent enrollment.~~and

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

~~Other~~We ~~Revenue~~believe that the weaknesses identified above have not had any material effect on our financial results. ~~Revenue~~ We are currently reviewing our disclosure controls and procedures related ~~from~~to ~~other~~these ~~sources,~~material ~~primarily~~weaknesses ~~comprising~~and ~~revenue~~expect ~~from~~to ~~bus~~implement ~~tickets~~changes ~~booking~~in ~~fees~~the current fiscal year, ~~visa~~including ~~processing~~identifying ~~fees~~specific areas within our governance, ~~and~~accounting ~~pre-~~and ~~post-paid~~financial ~~expenses are~~reporting ~~recognized~~processes ~~after~~to ~~the~~add ~~services~~adequate ~~are~~resources ~~being~~to ~~performed~~potentially mitigate these material weaknesses.

InOur ~~the~~management ~~event~~will ofcontinue ~~cancellation of tickets, revenue recognized with respect~~ to ~~gross~~monitor ~~amounts earned by us on such tickets is reversed,~~ and ~~we recognize a liability with respect~~ toevaluate the ~~refund~~effectiveness ~~due~~of to our ~~customers,~~internal ~~net~~controls ofand ~~penalties,~~procedures ifand ~~any.~~our ~~Airlines~~internal ~~may~~controls ~~charge~~over ~~penalties~~financial ~~for~~reporting ~~cancellations.~~on Wean ~~recognize~~ongoing ~~penalties~~basis weand ~~collect~~is ~~from~~committed ~~our~~to ~~customers~~taking asfurther ~~income,~~action and ~~recognize~~implementing ~~penalties~~additional ~~paid~~enhancements ~~to the airlines~~ or ~~suppliers~~improvements, as ~~expenses~~necessary atand ~~the~~as ~~time~~funds ~~of cancellation~~allow. ~~In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees.~~

~~Cost~~Because of ~~Revenue~~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.

~~Cost~~Management's ofRemediation revenue is the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides with the recognition of the corresponding revenue.Plan

~~Use~~The weaknesses and their related risks are not uncommon in a company of ~~Estimates~~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, which includes steps to increase dedicated personnel, improve reporting processes, and enhance related supporting technology.

~~The~~Because ~~preparation~~ of ~~financial statements~~the inherent limitations in ~~conformity~~all ~~with~~control systems, ~~accounting~~no ~~principles~~evaluation ~~generally~~of ~~accepted~~controls incan ~~the~~provide ~~United~~absolute ~~States~~assurance ~~requires~~that ~~management~~all tocontrol ~~make~~issues, ~~estimates~~if any, within our company have been detected. ~~and~~These ~~assumptions~~inherent ~~that~~limitations ~~affect~~include the ~~amounts~~realities ~~reported~~that judgments in ~~the~~decision-making ~~financial~~can ~~statements~~be faulty and ~~footnotes~~that ~~thereto.~~breakdowns ~~Actual~~can ~~results~~occur ~~could differ~~because ~~significantly~~of ~~from~~simple ~~those~~error ~~estimates~~or mistake. ~~The~~We ~~estimates~~will ~~underlying~~consider the ~~Company’s~~material ~~financial~~weakness ~~statements~~remediated ~~relate~~after tothe ~~accruals~~applicable controls operate for ~~travel~~a sufficient period ~~transactions~~of time, ~~valuation~~and ofmanagement ~~accounts~~has ~~receivable~~concluded, ~~useful~~through ~~life~~testing, ofthat ~~long-lived~~the ~~assets~~controls ~~and~~are ~~income~~operating ~~taxes~~effectively.

29Management believes that despite our material weaknesses set forth above, our financial statements 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, 2022.

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.

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~~Accounts~~Share-based ~~Receivables and Credit Policies~~compensation

~~Accounts~~See ~~receivable~~Note ~~are~~3 stated at the amount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of ~~potential~~ ~~losses~~our ~~inherent~~Consolidated inFinancial ~~accounts~~Statements ~~receivable balances, based on historical loss and known factors impacting its customers. Management has determined that their allowance of $ 58,507~~ for ~~the~~more ~~fiscal year ended March 31, 2019~~information. ~~There was no bad debt allowance for the fiscal year ended March 31, 2018. The Company does not accrue interest on past due receivables.~~

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

~~Intangible~~See ~~Assets~~Note 3 of our Consolidated Financial Statements for our adoption of new accounting standards.

~~Intangible~~CRITICAL ~~assets~~ACCOUNTING ~~with~~POLICIES ~~indefinite~~AND ~~useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives.~~ESTIMATES

~~Impairment~~See Note 3 of ~~Long-lived~~our ~~Assets~~Consolidated Financial Statements.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred.

Foreign Currency Translation

The Company translates the foreign currency financial statements into U.S. Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC 830, Foreign Currency Matters. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit).

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

WeSee ~~adopted~~Note ~~Revenue~~3 ~~Recognition April 1, 2018 - Revenue from Contracts with Customers (ASU 2014-09) and its effective as~~ of ~~year~~our ~~ended March 31, 2019, which~~Consolidated ~~amends~~Financial ~~the guidance in former ASC 605, Revenue Recognition and found no impact on the revenue recognition~~Statements. ~~We have adopted ASC 2014-09 accounting pronouncement.~~

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

New Accounting Pronouncements Not Yet Adopted

InSee ~~February~~Note ~~2016,~~3 the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of ~~the~~our ~~adoption of this revised guidance~~Consolidated onFinancial ~~its consolidated financial statements and related disclosures~~Statements.

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

In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. As of fiscal year, ending March 31, 2019 and 2018 we have no variable interest entity under common control with the reporting entity.

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

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. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

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

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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, 2019 and 2018	Page
TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, 2020 and 2019	Page
Report of Independent Registered Public Accounting Firm	3330
Report of Independent Registered Public Accounting Firm	3431
Consolidated Balance Sheets	3532
Consolidated Statements of Operation and Comprehensive income	36
Consolidated Statements of Operations	33
Consolidated Statements of Stockholders’ Deficit	37
Consolidated Statements of Comprehensive income	34
Consolidated Statements of Cash Flows	38
Consolidated Statements of Stockholders’ Deficit	35
Notes to Consolidated Financial Statements	39
Consolidated Statements of Cash Flows	36
Notes to Consolidated Financial Statements	37

3229

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of TripBorn Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of TripBorn, Inc. and Subsidiary (the “Company”) as of March 31, 2020, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended March 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020, and the results of its operations and its cash flows for year ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit of $8,165,386 and suffered recurring losses from operations and has a net working capital deficiency as of March 31, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters also are described in Note 2. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. If the company is unable to successfully raise additional capital to satisfy their obligations, there could be a material adverse effect on the company.

Basis for Opinion

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

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

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

/s/ Ram Associates

We have served as the Company’s auditor since 2019.

Hamilton, New Jersey

September 10, 2021

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of TripBorn Inc.

Opinion on the Financial Statements

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

The Company’s Ability to Continue as a Going Concern

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

Basis for Opinion

/s/ Friedman LLP

We have served as the Company’s auditor since 2019.

Philadelphia, Pennsylvania

September 12, 2019

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TRIPBORN, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			March 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	421,909		$	1,230,012
Accounts receivable, and unbilled revenue (net of allowance of $35,191 and $58,507, respectively)		98,960			178,492
Due from related parties		-			14,364
Other current assets		442,264			570,571
Total current assets		963,133			1,993,439
Non current assets:


Intangible assets, net		25,000			362,717
Property and equipment, net		10,056			12,247
Other noncurrent assets		26,366			48,956
TOTAL ASSETS	$	1,024,555		$	2,417,359

LIABILITIES AND DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	295,700		$	310,130
Local duties and taxes		21,748			-
Due to related parties		1,602			-
Loans and convertible notes due to related parties		695,000			1,838,157
Interest payable (includes $612,881 and $508,531 due to related parties, respectively)		660,040			536,073
Salaries and benefits (includes $616,082 and $443,858 due to related parties respectively)		616,082			443,858

Other current liabilities		280,395			118,111
Total current liabilities		2,570,567			3,246,329
Long-term liabilities:
Long-term portion of loans and convertible notes		-			250,000

Total current and long-term liabilities		2,570,567			3,496,329
Commitments and contingencies (Note 14)

Stockholders’ equity (deficit)
Preferred stock $.0001 par value		-			-
Authorized shares: 10,000,000, none issued and none outstanding
Common stock $.0001 par value		13,294			9,720
Authorized shares: 200,000,000
Shares issued and outstanding: 132,932,159 and 97,190,435
Additional paid-in capital		6,585,331			3,227,451
Accumulated deficit		(8,165,386	)		(4,355,630	)
Accumulated other comprehensive income		20,749			39,489
TOTAL TRIPBORN, INC STOCKHOLDERS’ EQUITY / (DEFICIT)		(1,546,012	)		(1,078,970	)
Noncontrolling interest in consolidated entity (Note 1)		-			-
Total equity (deficit)		(1,546,012	)		(1,078,970	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,024,555		$	2,417,359

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

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TRIPBORN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended
	March 31, 2020			March 31, 2019

NET REVENUES	$	6,944,505		$	472,052

COST OF REVENUES AND EXPENSES
Cost of revenue		5,990,788			376,207
Selling, general and administrative expenses		2,148,989			951,331
Legal and consulting expenses		413,000			150,733
Impairment on intangibles		207,494
Impairment on investment and goodwill		2,437,143			-
Depreciation and amortization		445,827			134,118
		11,643,241			1,612,389
LOSS FROM OPERATIONS		(4,698,736	)		(1,140,337	)
Other income, net		120,900			61,465
Interest expense		(335,673	)		(189,435	)
Interest income		54,926			260
Gain on de-consolidation of PRAMA		277,619			-
LOSS BEFORE INCOME TAXES		(4,580,964	)		(1,268,047	)
Income tax expense		-			-
NET LOSS	$	(4,580,964	)	$	(1,268,047	)

Net loss attributable to noncontrolling interests	$	(771,208	)	$	-
Net loss attributable to TripBorn, Inc.	$	(3,809,756	)	$	(1,268,047	)

NET LOSS PER COMMON SHARE
Basic loss per common share attributable to TripBorn, Inc.	$	(0.04	)	$	(0.01	)
Diluted loss per common share attributable to TripBorn, Inc.	$	(0.04	)	$	(0.01	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic weighted-average number of common shares		122,563,439			96,211,435
Diluted weighted-average number of common shares		122,563,439			96,211,435

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

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~~REPORT~~TRIPBORN, OFINC. ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

ToCONSOLIDATED ~~the~~STATEMENTS ~~Stockholders~~OF ~~and~~COMPREHENSIVE ~~the Board of Directors of Tripborn, Inc.~~LOSS

Opinion on the Financial Statements

	Year ended
	March 31, 2020			March 31, 2019
Net loss	$	(3,809,756	)	$	(1,268,047	)
Net loss attributable to noncontrolling interests		(771,208	)		-
Net loss attributable to TripBorn, Inc.		(4,580,964	)	$	(1,268,047	)

Currency translation adjustment		(18,740	)		24,952
Currency translation adjustment attributable to noncontrolling interests		(68,338	)		-
Currency translation adjustment attributable to TripBorn, Inc		(87,078	)		24,952

Comprehensive loss		(3,828,496	)		(1,243,095	)
Comprehensive loss attributable to noncontrolling interests		(839,546	)		-
Comprehensive loss attributable to TripBorn, Inc.		(4,668,042	)		(1,243,095	)

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

Restatement of Previously Issued Financial Statements

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

Basis for Opinion

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

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

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

/s/ Ram Associates

Hamilton, NJ

June 29, 2018, except for the effects of the restatement discussed in consolidated financial statements, as to which the date is September 06, 2019

We have served as the Company’s auditor since 2015.

Table of Contents

TRIPBORN, INC. ~~Consolidated Balance Sheets~~

Assets
	March 31,
	2019			2018
Current assets
Cash and cash equivalents	$	1,230,012		$	1,155,367
Accounts receivable net		178,492			170,434
Due from related parties		14,364			14,364
Prepaid consulting Fees		128,613			-
Deposit on pending acquisition		250,000			-
Other current assets		191,958			302,563
Total current assets		1,993,439			1,642,728
Property and equipment, net		12,247			9,896
Intangible assets, net		362,717			498,758
Other assets		48,956			48,956
Total assets	$	2,417,359		$	2,200,338
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	310,130		$	360,407
Due to related parties		13,828			-
Accrued interest		27,542			21,833
Accrued interest related parties		508,531			323,983
Accrued executive compensation		425,000			250,000
Other current liabilities		123,141			135,726
Convertible notes – related parties		1,838,157			1,850,045
Total current liabilities		3,246,329			2,941,994
Long-term liabilities
Convertible note		250,000			-
Total liabilities		3,496,329			2,941,994
Commitments and Contingencies
Stockholders' equity (deficit)
Preferred stock, par value $0.0001; 10,000,000 authorized		—			—
Common stock, par value $0.0001; 200,000,000 authorized
97,190,435 and 95,711,874 shares issued and outstanding as of
March 31, 2019 and March 31, 2018 respectively.		9,720			9,572
Additional paid-in capital		3,227,451			2,321,818
Accumulated other comprehensive income		39,489			14,537
Accumulated deficit		(4,355,630	)		(3,087,583	)
Total stockholders' deficit		(1,078,970	)		(741,656	)
Total liabilities and stockholders' deficit	$	2,417,359		$	2,200,338

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

	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	$	9,572	$	2,321,818	$	14,537		$	(3,087,583	)	$	(741,656	)	$	-		$	(741,656	)
Sale of common shares and warrants		1,000,001		100		699,900		-			-			700,000			-			700,00
Issuance of common stock		478,560		48		205,733		-			-			205,781			-			205,781
Currency translation adjustment		-		-		-		24,952			-			24,952			-			24,952
Net loss		-		-		-		-			(1,268,047	)		(1,268,047	)		-			(1,268,047	)
Balance as of March 31, 2019		97,190,435	$	9,720	$	3,227,451	$	39,489		$	(4,355,630	)	$	(1,078,970	)	$	-		$	(1,078,970	)

Common stock issued on purchase of subsidiary		2,632,653		263		736,880		-			-			737,143			-			737,143
Common stock and warrants issued for cash consideration		2,025,158		203		1,417,408		-			-			1,417,611			-			1,417,611
Common stock issued on exercise of warrants		5,621,746		562		55,655		-			-			56,217			-			56,217
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
Deconsolidation of non- controlling interest		-		-		-		-			-			-			(1,213,787	)		(1,213,787	)
Currency translation adjustment		-		-		-		(18,740	)		-			(18,740	)		(68,338	)		(87,078	)
Net loss		-		-		-		-			(3,809,756	)		(3,809,756	)		(771,208	)		(4,580,964	)
Balance as of March 31, 2020		132,932,159	$	13,294	$	6,585,331	$	20,749		$	(8,165,386	)	$	(1,546,012	)	$	-		$	(1,546,012	)

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

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TRIPBORN, INC. ~~Consolidated Statements of Operations and Comprehensive Loss~~

	Years Ended March 31,
	2019			2018
Net revenue	$	472,052		$	349,818
Cost of revenue		376,207			260,769
Gross profit		95,845			89,049
Selling, general and administration expenses		1,236,182			1,974,733
Loss from operations		(1,140,337	)		(1,885,684	)
Other income (expenses)
Other income		61,465			27,325
Interest income		260			522
Interest expense		(189,435	)		(174,899	)
Other income (expense)		(127,710	)		(147,052	)
Loss before income tax expense		(1,268,047	)		(2,032,736	)
Income tax expense		-			(226,331	)
Net loss		(1,268,047	)		(2,259,067	)
Other comprehensive income (loss)
Foreign currency translation adjustment		24,952			7,805
Comprehensive loss	$	(1,243,095	)	$	(2,251,262	)
Basic and diluted income (loss) per share	$	(0.01	)	$	(0.02	)
Basic and diluted weighted average number of shares		96,211,435			91,287,934

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended March 31
	2020			2019
Cash flows from operating activities
Net loss	$	(4,580,964	)	$	(1,268,047	)

Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		445,827			134,118
Impairment on PRAMA		2,437,143			-
Impairment on definite live intangibles		207,494			-
Gain on deconsolidation of PRAMA		(277,619	)		-
Stock based compensation		102,891			77,168
Changes in operating assets and liabilities:
Accounts receivable		(527,802	)		(8,058	)
Other current assets		(57,182	)		110,605
Other non-current assets		43,121			-
Accounts payable		(339,431	)		(50,277	)
Other current liabilities		2,521,863			366,500
Other non-current liabilities		(586,889	)		-
Net cash used in operating activities		(611,548	)		(637,991	)

Cash flows from investing activities
Net cash paid on acquisition of subsidiary		(971,910	)		(250,000	)
Other investments		32,506			-
Purchases of fixed assets		(211,112	)		(428	)
Net cash used in investing activities		(1,150,516	)		(250,428	)

Cash flows from financing activities
Proceeds from issuance of common stock and exercise of warrants		1,473,827			700,000
Change in debt, net		(494,290	)		250,000
Net cash used in financing activities		979,537			950,000

Effect of exchange rate changes on cash		(25,576	)		13,064

Net change in cash		(808,103	)		74,645
Cash
Beginning of the period		1,230,012			1,155,367
End of the period	$	421,909		$	1,230,012

Non-Cash Disclosure
Issuance of stock for consulting service	$	-		$	205,781
Supplementary disclosure of cash flows information
Cash paid during the period for:
Interest paid	$	191,309		$	-
Income taxes	$	-		$	-
Conversion of debt to common shares	$	1,150,483		$	-

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

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~~TRIPBORN,~~Notes ~~INC.~~to Audited Consolidated ~~Statements~~Financial ~~of Stockholders' Deficit Years Ended March 31, 2019 and 2018~~Statements

	Common Stock
	Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income		Accumulated Deficit			Total stockholders’ equity/ (deficit)
Balance at March 31, 2017		78,971,581	$	7,898	$	725,492	$	6,732	$	(828,516	)	$	(88,394	)
Other comprehensive income								7,805					7,805
Issuance of common shares		3,660,001		366		1,097,634							1,098,000
Conversion of debt to common stock		13,080,292		1,308		498,692							500,000
Net loss										(2,259,067	)		(2,259,067	)
Balance at March 31, 2018		95,711,874	$	9,572	$	2,321,818	$	14,537	$	(3,087,583	)	$	(741,656	)
Sale of common shares and warrants		1,000,001		100		699,900							700,000
Issuance of common stock for consulting services		478,560		48		205,733							205,781
Other comprehensive income								24,952					24,952
Net loss										(1,268,047	)		(1,268,047	)
Balance at March 31, 2019		97,190,435	$	9,720	$	3,227,451	$	39,489	$	(4,355,630	)	$	(1,078,970	)

March 31, 2020 and 2019

~~The~~1. DESCRIPTION ~~accompanying~~OF ~~notes are an integral part of these consolidated financial statements.~~BUSINESS

TripBorn, Inc. (“TripBorn” or the “Company”) is an eCommerce aggregator and a hospitality management company. An aggregator model is a form of eCommerce whereby our website, www.tripborn.com aggregates information from various travel and hospitality vendors and presents them to users on a single platform, to ease, facilitate, coordinate and effectuate consumer travel and hospitality needs. Our eCommerce Aggregator business segment operates through Sunalpha Green Technologies Private Limited (“Sunalpha”), a wholly owned subsidiary. Our hospitality business segment is comprised of our 51% equity interest in our subsidiary PRAMA Hotels and Resorts Private Limited (“PRAMA”), which was acquired on April 22, 2019, for aggregate consideration of $2,137,143. All of the Company’s net revenues are derived from operations in India.

The consolidated financial statements include the accounts and transactions of the Company; its subsidiaries, Sunalpha (ownership interest 100% THROUGH ENTIRE PERIOD); PRAMA (ownership interest 51%) FROM THE DATE OF ACQUISITION ON APRIL 22, 2019 THROUGH THE DATE OF DECONSOLIDATION ON JANUARY 1, 2020, Apodis Hotels & Resorts Limited (“AHRL”) (ownership interest approximately 30%, derived from 51%*59.15% FROM THE DATE OF ACQUISITION ON APRIL 22, 2019 THROUGH THE DATE OF DECONSOLIDATION ON JANUARY 1, 2020), IntelliStay Hotels Private Limited (“IHPL”) (ownership interest approximately 26%, derived from 51%*59.15%*86.96% FROM THE DATE OF ACQUISITION ON APRIL 22, 2019 THROUGH THE DATE OF DE-CONSOLIDATION ON JANUARY 1, 2020), Apodis Foods and Brands Private Limited (“AFBL”) (ownership interest approximately 30%, derived from 51%*59.15%*100% FROM THE DATE OF ACQUISITION ON APRIL 22, 2019 THROUGH THE DATE OF DECONSOLIDATION ON JANUARY 1, 2020), non-operating subsidiary Apodis Projects Private Limited (“APPL”) (ownership interest approximately 30% derived from 51%*59.15%*100% FROM THE DATE OF ACQUISITION ON APRIL 22, 2019 THROUGH THE DATE OF DECONSOLIDATION ON JANUARY 1, 2020); and an equity investee, PRAMA Canary Wharf Hotels Private Limited (“PCW”) (ownership interest approximately 15%, derived from 51%*59.15%*50% FROM THE DATE OF SIGNIFICANT INFLUENCE ON ACQUISITION ON APRIL 22, 2019 THROUGH THE DATE OF CESSATION OF SIGNIFICANT INFLUENCE ON JANUARY 1, 2020).

The Company exercises significant influence over PCW, FROM APRIL 22, 2019, THROUGH JANUARY 1, 2020, but did 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 FROM APIRL 22, 2019 THROUGH JANUARY 1, 2020. All significant inter-company accounts and transactions are eliminated in consolidation

The Company’s operations are moderately seasonal, with average net revenues normally higher during the Indian summer months and national or regional holidays, than during winter months and non-holiday periods. Also certain of the Company’s managed hotel properties are in remote hillside locations which experience their own distinct weather patterns. As the business is moderately seasonal, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter, or for the full fiscal year.

Acquisition of PRAMA

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 of the Company valued at $737,143 or approximately $0.28 per share.

The acquisition of PRAMA was treated as a business combination under U.S. GAAP. During the first quarter, we estimated the allocation of the purchase price to the assets acquired and liabilities assumed based on estimated fair value assessments. The preliminary allocation was estimated and also not revised as of and for year ended March 31, 2020.

The following reflects the net cash paid on acquisition of PRAMA in the year ended March 31, 2020:

	Fair Value
Cash paid in twelve-month period ended March 31, 2020	$	1,150,000
Net cash on opening balance sheet of PRAMA		(178,090	)
Net cash paid for 51% interest in PRAMA	$	971,910

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~~TRIPBORN,~~See ~~INC.~~segmental ~~Consolidated~~reporting ~~Statements~~for the recognition of revenue ~~Cash~~and ~~Flows~~net ~~Years~~loss ~~Ended~~for PRAMA (which comprises the entire Hospitality segment) for the year ended March 31, 2020, related to the acquiree, respectively.

	2019			2018
Cash flows from operating activities
Net loss	$	(1,268,047	)	$	(2,259,067	)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		134,118			385,797
Impairments loss		-			696,499
Stock based compensation		77,168			-
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(8,058	)		104,291
Other current assets and due from related parties		110,605			(68,912	)
Deferred tax expense		-			226,331
Accounts payable and accrued expenses		(50,277	)		184,659
Other current liabilities and due to related parties		366,500			271,228
Net cash used in operating activities		(637,991	)		(459,174	)
Cash flows from investing activities
Purchase of property and equipment		(428	)		(7,971	)
Deposit against pending acquisition		(250,000	)		-
Net cash used in investing activities		(250,428	)		(7,971	)
Cash flows from financing activities
Proceeds from issuance of common stock		700,000			1,098,000
Proceeds from issuance of convertible note		250,000			-
Net cash provided by financing activities		950,000			1,098,000
Foreign exchange change on cash		13,064			7,805
Net change in cash		74,645			638,660
					-
Cash
Beginning of the year		1,155,367			516,707
End of the year	$	1,230,012		$	1,155,367
Non-Cash Disclosure
Issuance of stock for consulting service	$	205,781			-
Supplementary disclosure of cash flows information
Cash paid during the period for:		-			-
Interest	$	-		$	-
Income taxes	$	-		$	-
Conversion of debt to shares of common stock	$	-		$	500,000

The Company does not believe that pro forma financial information for the year ended March 31, 2020, is meaningful, following the de-recognition of PRAMA on January 1, 2020.

~~The~~Deconsolidation ~~accompanying notes are an integral part~~ of ~~these consolidated financial statements.~~PRAMA

In accordance with Share Purchase Agreement that was executed by the Company with PRAMA, the Company was required to contribute approximately USD 1,330,000 equivalent to INR 10,00,00,000/- which was not subscribed by Company due to change in business conditions in India and Company realigning its India and global businesses and their direction and geographies. Hence, On January 01, 2020, it was commercially agreed between Company and PRAMA that for a foreseeable future PRAMA shall continue to be controlled by its founders and management team in India. The Company shall neither have control nor influence over the business and operating decision of PRAMA and/or its subsidiaries companies effective from January 01, 2020. The Company has experienced significant delay to finalize and document realignment of control due to COVID-19 pandemic. The Company has signed the Realignment of Control agreement with PRAMA on August 31, 2020, with effective date of January 1, 2020, for realignment of control of PRAMA and PRAMA businesses.

As a result of Realignment of Control Agreement with PRAMA whereby the Company no longer has the power to govern the financial and operating policies of PRAMA due to the loss of power to cast its votes at meetings of the Board of Directors other than in tandem with founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The Company did not receive any consideration in the deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA has a fair value of $0 as of January 1, 2020, through the current date.

The cash and cash equivalents for PRAMA as of January 1, 2020, amounted to $119,730, which comprised the cash outflow on deconsolidation.

The gain on deconsolidation of PRAMA is shown in the Consolidated Statements of Operations.

The net assets over which the Company lost control as of January 1, 2020, amounted to:

	Fair Value
Cash and cash equivalents	$	119,730
Accounts receivable, net and unbilled revenue		1,170,887
Amounts due from related parties		905,501
Goodwill		936,788
Property and equipment, net		1,638,710
Intangible assets, net		1,887,864
Right to use of assets		9,624,179
Accounts payable		(1,517,567	)
Local duties and taxes		(959,338	)
Amounts due to related party		(864,853	)
Loans and convertible notes due to related parties		(379,813	)
Salaries and benefits		(604,834	)
Other current liabilities		(831,451	)
Loans due within one year with third parties		(235,799	)
Long term loans and convertible notes		(350,337	)
Operating lease liabilities		(9,509,955	)
Other non current liabilities		(596,347	)
Net assets de-recognized	$	936,167

Table of Contents

TRIPBORN, INC.

Notes to Audited Consolidated Financial Statements

March 31, 2019 and 2018

1. DESCRIPTION OF BUSINESS

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

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

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

2. LIQUIDITY AND GOING CONCERN

~~The~~Management ~~Company~~must ~~has~~evaluate whether ~~experienced~~there ~~significant~~are ~~losses~~conditions ~~and~~or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to ~~negative~~continue ~~cash~~as ~~flows~~a ~~from~~going ~~operations~~concern ~~and~~within ~~reported~~one ~~net~~year ~~loss~~after ofthe ~~$1,268,047,~~date ~~accumulated~~that ~~deficit~~the offinancial ~~$4,355,630~~statements ~~and~~are ~~negative~~issued. ~~cash~~This ~~flow~~evaluation initially does not ~~from~~take ~~operations~~into consideration the potential mitigating effect of ~~$637,991~~management’s plans that have not been fully implemented as of ~~and~~the ~~for~~ date the ~~year~~financial ~~ended~~statements ~~March~~are ~~31, 2019~~issued. ~~Management~~When ~~has~~substantial ~~implemented~~doubt aexists ~~strategy~~under ~~which~~this ~~includes~~methodology, ~~cost~~management evaluates whether the mitigating ~~reduction~~effect ~~efforts.~~of ~~The~~its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. isThe mitigating ~~dependent~~effect ~~upon~~of ~~the~~management’s ~~Company~~plans, ~~generating~~however, ~~profitable~~is ~~operations~~only ~~in the~~considered ~~future~~if ~~and/or~~both (1) it ~~obtaining~~is probable that the ~~necessary~~plans ~~financing~~will tobe effectively ~~meet~~implemented ~~its~~within ~~obligations~~one ~~and~~year ~~repay~~after ~~its~~the ~~liabilities~~date ~~arising~~that ~~from~~the ~~normal~~financial ~~business operations~~statements ~~when~~are ~~they~~issued, ~~come~~and (2) it ~~due.~~is Ifprobable that the ~~Company~~plans, ~~must~~when ~~raise capital~~implemented, ~~there~~will ~~is,~~mitigate ~~however,~~the norelevant ~~assurance~~conditions or events that ~~the~~raise ~~Company~~substantial ~~will~~doubt beabout ~~able~~the entity’s ability to ~~raise~~continue ~~any~~as ~~additional~~a ~~capital~~going ~~through~~concern ~~any~~within ~~type~~one ofyear ~~offering~~after onthe ~~terms~~date ~~acceptable~~that to the ~~Company~~financial statements are issued. Generally, to asbe ~~existing~~considered ~~cash~~probable onof ~~hand~~being ~~will be~~effectively ~~insufficient~~implemented, tothe ~~finance~~plans ~~operations~~must ~~over~~have been approved before the ~~next~~date ~~twelve~~that ~~months~~the financial statements are issued.

The Company’s ~~operations~~has ~~are subject to number~~incurred ofnet ~~factors~~losses ~~that~~from ~~can~~operations ~~affect~~since itinception. ~~operating~~The ~~results~~Company’s ~~and~~ongoing ~~financial~~losses ~~conditions.~~have ~~Such~~had ~~factors~~a ~~include,~~significant ~~but~~negative ~~not~~impact ~~limited~~on ~~to:~~ the ~~continuous~~Company’s ~~enhancement~~financial ofposition ~~the current products~~ and ~~services;~~liquidity. ~~marketing~~The ~~its~~Company ~~new~~has ~~services;~~also ~~continue~~been tohistorically ~~invest~~reliant inon ~~new~~loans ~~technologies;~~from ~~change~~related ~~in domestic and foreign regulations; the price of~~parties, ~~and~~loans ~~demand~~from ~~for,~~third ~~the company’s products~~ parties and ~~services~~sales ~~and~~of ~~its~~equity ~~ability~~securities to ~~raise the~~fund ~~capital~~operations, toworking ~~support~~capital ~~its~~and ~~operations~~complete acquisitions.

Beginning in December 2019, China, experienced an outbreak of a highly infectious form of a respiratory infection caused by a novel Coronavirus. The ~~Company~~disease ~~sold~~caused by 1the novel Coronavirus was later termed Covid-19. On March 11,~~000~~ 2020,~~001~~ ~~shares~~the World Health Organization declared the Coronavirus outbreak a global pandemic. India reported its first Covid-19 infection in the city of ~~common~~Thrissur, ~~stock~~in atthe State of Kerala, India on January 30, 2020, and the first case fatality on March 10, 2020, in the state of Karnataka, India. On March 25, 2020, India’s Prime Minister Narendra Modi announced a ~~price~~21-day nationwide lockdown in response to the Covid-19 pandemic. To comply with the Indian lockdown, the Company closed all of ~~approximately~~its $0hotel operations, which impacts the Hospitality segment.70 Also as a result of the Indian lockdown, the Indian government temporarily suspended flights, trains and ~~received~~buses ~~approximately~~which ~~$700~~impacts the e-Commerce Aggregator segment. On June 1,~~000~~ ~~during~~2020, ~~fiscal~~India ~~year~~partially ~~ended~~lifted ~~March~~its 31lockdown, however ~~2019~~the Hospitality and e-Commerce Aggregator segments are still materially adversely impacted by Covid-19. As of the date of filing this Form 10-K, hotels, flights, trains, and buses are operating to varying degrees by region.

The ~~Company~~pandemic ~~has~~did ~~issued~~have ~~convertible~~a ~~note~~material adverse ~~for~~effect ~~$250~~to the Company’s Indian operations,~~000~~ invendors, ~~the~~customers, ~~fourth~~lessors ~~quarter of~~and ~~fiscal~~employees’ ~~2019.~~health, ~~The~~balance ~~principal~~sheet, ~~amount~~liquidity, statement of operations and future prospects for the ~~note~~year ~~will~~ended ~~convert~~March ~~into~~31, ~~357~~2020,~~143~~ ~~shares~~and ofonwards. ~~the~~As ~~Company~~of today’s ~~common~~date, ~~stock~~management atis ~~fair value~~in the process of ~~$0.70~~implementing various cost reduction efforts to ~~the~~conserve ~~noteholder’s~~cash ~~option~~and atliquidity, ~~maturity~~including onreducing ~~April~~staffing 1levels and potentially closing certain hotels permanently, ~~2020~~but has not reached fixed conclusions.

The Company ~~exhausted~~will require additional capital and may also require additional financing from related or third parties in the event that operations do not generate the expected revenues, or a ~~majority~~recurrence of ~~its~~Covid-19 ~~cash~~were ~~balances~~to ~~that~~cause ~~existed~~another suspension of operations. Such additional capital or financing may not be available on favorable terms, or at ~~year-end~~all. Due to these factors, substantial doubt exists about the Company’s ability to ~~for~~continue as a going concern through twelve months after the ~~acquisition~~date that the financial statements are issued. If the Company does not obtain sufficient funds when needed, the Company expects it would reduce its operating expenses and defer vendor payments, including closure of ~~PRAMA~~certain asoperations ~~discussed~~and or disposals of assets Management is working on the plan for the business restructuring to ensure the liquidity for the operations and has realigned its focus and strategy on the ecommerce business. Management has taken the steps to reduces the losses significantly by cutting the cost and manpower. Management and existing stockholder plan to support the company in ~~Note~~its 13operational expenses and working capital.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these consolidated financial statements for ~~with~~ the ~~private~~year ~~placement of~~ended ~~common~~March ~~stock. There is~~31, ~~however~~2020, norecorded ~~assurance~~impairments ~~that the Company will be able~~ to ~~raise~~goodwill, ~~any~~intangible ~~additional capital through any type of offering on terms acceptable to the Company~~assets, asfixed ~~existing~~assets ~~cash on hand will be insufficient~~ to ~~finance~~reflect ~~operations over~~ the ~~next~~ ~~twelve~~impact ~~months~~of COVID-19.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements and ~~related~~ related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). and include the accounts of the Company and its subsidiaries. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Principles of Consolidation

The consolidated financial statements include the accounts and transactions of the Company, ~~and~~ its wholly owned subsidiary, Sunalpha ~~Green~~and ~~Technologies~~its ~~Private~~subsidiary, ~~Limited~~PRAMA which the Company owns a 51% equity interest in. PRAMA was acquired on April 22, 2019 and was deconsolidated on January 1, 2020. Through PRAMA, the Company has an approximate 15% equity interest in PCW, which through December 31, 2019 was accounted for under the equity method, but this was stopped on January 1, 2020 when PRAMA was deconsolidated. The Company does not exercise significant influence over PRAMA and does not account for PRAMA as an equity investee. All significant inter-company accounts and transactions are eliminated in consolidation.

Reclassification

For the fiscal year ending March 31, ~~2018 certain~~2020 certain accounts have been reclassified to conform to the current year's presentation. Such reclassification had no impact on net loss or total assets.

As a result of the acquisition of PRAMA, during the quarter ended June 30, 2019, the Company made a change to its segment reporting structure which resulted in two segments 1) eCommerce Aggregator and 2) Hospitality. As a result, certain prior year amounts have been reclassified to conform to the current year’s presentation, that is they have been classified as relating to the eCommerce Aggregator business. The change in segment structure had no effect on previously reported total net revenues, cost of revenues and other operating expenses, other expenses, net, net loss, basic and fully diluted earnings per share. On January 1, 2020 the Company reverted to a single segment company with the deconsolidation of PRAMA.

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.

Use of Estimates

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

Our significant estimates include elements of revenue recognition, the ~~realization~~application of ~~deferred~~fair ~~tax~~value ~~assets,~~estimates ~~amounts~~for ~~that~~the ~~may~~purchase beprice ~~due~~allocation ~~under~~on the ~~tax~~acquisition of ~~sharing agreement~~PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software, and ~~contingent~~income ~~liabilities, including~~ taxes ~~related to hotel occupancy~~. ~~Actual amounts may differ from these estimates.~~ The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in aan ~~materially different~~ impairment charge. The Company has norecognized an impairment charge for the ~~fiscal~~ year ~~ending~~ended March 31, ~~2019~~2020.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts.

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Topic 606 was effective as of April 1, 2018, for the Company, using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018.

For revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

40Our significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software and income taxes. The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in an impairment charge. The Company has recognized an impairment charge for the year ended March 31, 2020.

The following is a description of the Company’s principal activities, separated by reportable segments, from which the Company generates its revenue.

eCommerce Aggregator revenues:

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

Vacation Packages. Recognized on a gross basis, upon transfer of control of promised services in an amount which we are entitled to in exchange for the service.

Other Revenue. Primarily comprising visa processing fees, money transfer, and pre-and post-paid expenses are recognized after the services are performed.

Hospitality Revenues:

Hospitality Services.

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

Food & beverages revenue: The Company provides food and beverages that customer consumes as they are provided. The performance obligation is satisfied at point in time. The Company recognizes revenue at the time of sale only.

Management Fees from Operation & Maintenance Properties: Revenue under management contracts is recognized on the attainment of certain financial results, primarily operating earnings, as specified in each contract. Management fees are typically billed and paid monthly. A time-elapsed output method is used to measure progress and provides a faithful depiction of the transfer of services to the customer as the value transferred to the customer is substantially the same over time. Fees are variable with the uncertainty of base fees being resolved monthly and the uncertainty of incentive fees being resolved annually. These fees are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved.

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~~Air~~Practical ~~Ticketing~~expedients. The ~~Revenue~~Company has elected certain of the optional exemptions from ~~airline tickets~~the isdisclosure ~~recognized~~requirement onfor ~~net~~remaining ~~commission~~performance ~~basis~~obligations for specific situations in which ~~includes~~an ~~our~~entity ~~nonrefundable~~need ~~surcharges~~not ~~and~~estimate ~~fees~~variable consideration to ~~our~~recognize ~~service~~revenue. ~~agents~~Accordingly, the Company applies the practical expedient to its management fees from contracts with Operation & Maintenance Properties. ~~For~~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 ~~airline~~financial ~~transactions~~results, weprimarily ~~also~~operating ~~receive~~earnings, as specified in each contract. As such, fees ~~from~~are ~~global~~variable ~~distribution~~with ~~systems~~the ~~partners~~uncertainty ~~that~~of ~~control~~base fees being resolved monthly and the ~~computer~~uncertainty ~~systems~~of incentive ~~through~~fees ~~which~~being ~~these~~resolved ~~reservations~~annually. These fees are ~~booked~~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.

~~Vacation~~The ~~Packages. Revenue~~Company ~~from vacation~~has ~~packages,~~elected ~~including~~the practical ~~revenue~~expedient onto ~~airline~~not ~~tickets~~disclose ~~sold~~revenue related to ~~customers~~remaining asperformance aobligations that are part of ~~vacation~~a ~~packages,~~contract iswith ~~accounted~~an ~~for~~original expected onduration ~~the gross~~of ~~basis~~one asyear weor ~~are~~less, ~~determined~~and to benot consider the ~~primary~~effects ~~obligor~~of insignificant ~~the~~financing ~~arrangement~~components ~~i.e.,~~in the ~~risks~~transaction ~~and~~price ~~responsibilities are taken by~~when ~~us,~~the ~~including~~duration ~~the~~of ~~responsibility~~financing ~~for~~is ~~delivery~~one ofyear ~~services~~or less.

~~Rail~~The ~~Ticketing.~~Company ~~Revenue~~has ~~from~~elected ~~rail ticket~~certain ~~reservations~~of isthe ~~recognized~~optional onexemptions ~~net~~from ~~basis~~the ~~which~~disclosure ~~includes~~requirement ~~our~~for ~~nonrefundable~~the ~~surcharges~~remaining ~~and~~performance ~~fees~~obligations ~~to our service agents. We recognized revenue on gross basis~~ for ~~railway~~specific ~~service~~situations ~~setup~~in ~~fees,~~ which an isentity ~~non-refundable~~need ~~and~~not ~~collected~~estimate ~~from~~variable ~~our service agent at the time of agent enrollment~~consideration.

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

~~Other~~Cost ~~Revenue. Revenue~~of revenue is the amount ~~from~~paid ~~other~~or ~~sources,~~accrued ~~primarily~~against ~~comprising~~procurement ~~net~~of ~~commission~~these services and ~~fees~~products from ~~bus~~the ~~tickets~~respective ~~booking~~suppliers ~~fees,~~and ~~visa~~do ~~processing~~not ~~fees,~~include ~~and~~any ~~pre-and~~other operating ~~post-paid~~cost ~~expenses~~to ~~are~~provide these services or products. Cost of revenue is recognized ~~after~~when incurred, which coincides with the ~~services~~recognition ~~are~~of ~~being~~the ~~performed~~corresponding revenue.

Other operating expenses

Other operating expenses includes Selling, general and administrative expenses, Legal and consulting expenses and Depreciation and amortization.

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

Legal and consulting expenses are recognized on an accrual basis.

Depreciation and amortization costs are amortized over the estimated useful lives of the assets.

Cash and Cash Equivalents

The Company ~~maintains~~considers ~~its~~all highly ~~cash~~liquid indebt ~~bank~~instruments ~~deposit~~with ~~accounts in~~maturity ~~India~~of ~~and~~three ~~USA,~~months ~~Indian~~or ~~bank~~less, ~~accounts~~to ~~are~~be ~~not~~cash ~~insured~~equivalents. The Company ~~has~~maintains ~~not~~its ~~experienced~~cash ~~any~~in ~~losses~~bank accounts in ~~such~~the ~~accounts~~U.S. ~~The~~and ~~Company maintains cash balances~~India, which at times may not be covered by, or exceed ~~federally~~the ~~insured~~coverage ~~limits.~~limit ~~Sunalpha~~of ~~has~~the ~~thirteen~~Deposit Insurance and ~~eleven~~Credit ~~accounts~~Guarantee Corporation ~~denominated~~of inIndia. ~~Indian Rupees~~The atCompany ~~March~~does ~~31,~~not ~~2019~~believe ~~and~~that ~~2018,~~this ~~respectively~~results in significant credit risk. As of March 31, ~~2019~~2020, and ~~2018~~March 31, 2019, the cash balance in financial institutions in India was ~~USD~~ $~~303~~329,~~971~~361 and $~~478~~360,~~254~~210, respectively.

~~Accounts~~Receivables ~~Receivable~~and Credit Policies

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

The Company performs periodic analysis of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account basis, whether the allowance for doubtful accounts needs to be adjusted based on currently available evidence such as historical collection experience, current economic trends and changes in customer payment terms. In accordance with the Company’s policy, if collection efforts have been pursued and all reasonable and contractually available avenues for collections exhausted, accounts receivable would be written off as uncollectible. The Company does use estimate to use a general reserve methodology when estimating the level of allowance for doubtful accounts because the Company believes, due to the unique circumstances of each customer and a limited number of customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts.42

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

Property and Equipment

Intangible Assets

Intangible assets with ~~definite~~indefinite useful lives ~~are~~ ~~tested~~consist ~~for~~exclusively ~~impairment~~of attrademarks ~~least~~and ~~annually~~are tested for ~~their~~impairment ~~recoverability.~~annually, Weor dowhenever ~~not~~events ~~have~~or ~~any~~indicators ~~intangible~~of ~~assets~~impairment ~~with~~occur ~~indefinite lives. Intangible~~between ~~assets~~annual ~~that~~impairment ~~have~~tests. ~~limited~~Management ~~useful~~expects ~~lives~~to ~~are~~use ~~amortized~~the ontrademarks ~~a straight-line basis over their useful lives~~indefinitely.

Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives. Intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

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

Goodwill

Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics. The reporting units are aligned with our reporting segments. Goodwill is not amortized, but the Company tests goodwill for impairment each year or more frequently should facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with a quantitative assessment. The quantitative assessment involves calculating an estimated fair value of each reporting unit based on projected future cash flows and comparing the estimated fair values of the reporting units to their carrying amounts, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, including goodwill, no impairment is recognized. However, if the carrying amount of a reporting unit, including goodwill, exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, limited to the total goodwill balance of the reporting unit. We recorded an impairment charge for the year ended March 31, 2020 on January 1, 2020 when we deconsolidated PRAMA.

Impairment of Long-lived Assets

The Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. ~~The~~ We ~~Company~~recorded ~~did~~an ~~not~~impairment ~~record~~charge ~~any~~to ~~impairment~~long-lived ~~during~~assets for the ~~years~~year ended March 31, ~~2019~~2020 ~~and~~on ~~recorded~~January ~~$696~~1,~~949~~ 2020 when ~~impairment~~we ~~charge~~deconsolidated ~~for~~PRAMA ~~the~~and ~~fiscal~~recognized ~~year~~the ~~ended~~effects ~~March~~of ~~31,~~the ~~2018~~pandemic.

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Business Combinations

When acquiring other businesses or participating in mergers or joint ventures in which we are deemed to be the acquirer, we generally recognize identifiable assets acquired, liabilities assumed and any noncontrolling interests at their acquisition date fair values, and separately from any goodwill that may be required to be recognized. Goodwill, when recognizable, would be measured as the excess amount of any consideration transferred, which is generally measured at fair value, over the acquisition date fair values of the identifiable assets acquired and liabilities assumed.

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

Accounting for such transactions requires us to make significant assumptions and estimates. These include, among others, any estimates or assumptions that may be made for the amounts of future cash flows that will result from any identified intangible assets, the useful lives of such intangible assets, the amount of any contingent liabilities, including contingent consideration, to record at the time of the acquisition and the fair values of any tangible assets acquired and liabilities assumed. Although we believe any estimates and assumptions, we make to be reasonable and appropriate at the time they are made, unanticipated events and circumstances may arise that affect their accuracy, causing actual results to differ from those estimated by us.

Foreign Currency Translation

The ~~Company~~functional ~~translates the foreign~~ currency of ~~its~~ ~~foreign~~the ~~subsidiary,~~Company ~~whose~~and ~~functional~~the currency isof ~~Indian~~the ~~rupee,~~primary ~~into~~economic USenvironment ~~Dollars,~~in ~~the~~which ~~reporting~~it ~~currency~~operates ~~using~~is the ~~year~~Indian orRupee. ~~reporting period~~Monetary ~~end~~assets orand ~~average~~liabilities in ~~exchange~~foreign ~~rates~~currencies inare ~~accordance~~re-measured ~~with~~into the ~~requirements~~functional ofcurrency ~~ASC~~at ~~subtopic~~the ~~830, Foreign~~rates ~~Currency~~of ~~Matters (“ASC 830”). Assets~~exchange ~~and~~prevailing ~~liabilities are translated~~ at ~~exchange rates as of~~ the balance sheet ~~date~~dates. ~~Revenues~~Transactions in ~~and~~foreign ~~expenses~~currencies are ~~translated~~ re-measured into functional currency at ~~average~~the rates inof ~~effect~~exchange ~~for~~prevailing on the ~~periods~~date ~~presented.~~of ~~The~~the ~~cumulative~~transaction. ~~translation~~All transaction ~~adjustment~~foreign isexchange ~~included~~gains inand ~~the~~losses ~~accumulated other~~are ~~comprehensive~~recorded ~~gain~~in ~~(loss)~~the ~~within~~accompanying ~~shareholders’~~consolidated ~~equity~~statements ~~(deficit)~~of operations.

~~Earnings~~The assets and ~~Loss~~liabilities of ~~per~~the ~~Share~~subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet dates. Revenues and expenses are translated into U.S. dollars at average exchange rates in effect for the periods presented. Resulting translation adjustments are included in accumulated other comprehensive income (loss) within stockholders’ equity (deficit).

~~Basic~~Earnings ~~earnings~~and (loss) per ~~share is computed by dividing~~ net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.share

~~Promotion~~Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and ~~Advertising~~thus ~~Expense~~are excluded from the calculation.

WeDiluted ~~incur~~earnings ~~advertising~~per ~~expense~~share gives ~~consisting~~effect ofto ~~offline costs,~~all ~~including~~dilutive ~~newspaper~~potential ~~and~~common ~~media~~shares ~~advertising,~~outstanding ~~and~~during ~~online~~the ~~advertising~~period. ~~expense~~Potentially todilutive ~~promote~~common ~~our~~shares ~~brands.~~may Weconsist ~~expense~~of incremental ~~the~~shares ~~production costs~~issuable ~~associated~~upon ~~with~~the ~~advertisements~~exercise inof ~~the~~stock ~~period~~options inand ~~which~~warrants and the ~~advertisement~~conversion ~~first~~of ~~takes~~notes ~~place.~~payable Weto ~~expense~~common ~~the~~stock. ~~costs~~The computation of ~~communicating the~~diluted ~~advertisement~~earnings ~~(e.g.,~~per ~~newspaper~~share does not assume conversion, ~~SMS~~exercise or ~~email~~contingent ~~campaign)~~exercise asof ~~incurred~~securities ~~each~~that ~~time~~would have an anti-dilutive effect. The Company has outstanding convertible debt and outstanding warrants which have been excluded from the ~~advertisement~~calculation orof ~~promotion~~diluted net isloss ~~performed~~per share as their effect would be anti-dilutive.

Promotion and Advertising expenses

We incur advertising expense consisting of offline costs, including newspaper and media advertising, and online advertising expense to promote our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., newspaper, short message service (“SMS”) or email campaign) as incurred each time the advertisement or promotion is performed.

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Stock-Based Compensation

The Company accounts for stock-based awards to ~~employees~~ employees and ~~nonemployee~~ 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. Stock based compensation is recorded in Legal and Consulting expenses in our Statement of Operations.

In the year ended March 31, 2018, the Company issued 478,560 common shares to a non-employee consultant for services to be performed on the Company’s behalf through June 2020. The Company records the corresponding pro-rata expense in Selling, General and Administration expenses in the Statement of Operations and discloses an adjustment to reconcile net loss to net cash used in operating activities in the Statement of Cash flows. The services performed under the agreement reflect administrative services, advisory board services, business development services, consulting services and financial consulting services. The number of shares offered to the non-employee consultant reflected the fair value of the services to be provided by this individual.

Leases

~~Leases~~On ofApril ~~assets~~1, ~~where~~2019, the Company adopted ~~has~~Topic ~~assumed~~842 ~~substantially all~~using the ~~risks~~modified ~~and~~retrospective ~~rewards~~transition ofapproach ~~ownership~~by ~~are~~applying ~~classified~~the asnew ~~finance~~standard ~~leases.~~to ~~Finance~~all leases ~~are~~existing ~~recognized~~ at the ~~lower~~ date of ~~the~~initial ~~fair~~application and not restating prior periods. Results and disclosure requirements for reporting periods beginning after April ~~value~~1, of2019 ~~the~~are ~~leased~~presented ~~assets~~under Topic 842, while prior period amounts have not been adjusted and ~~the~~continue ~~present~~to ~~value~~be ofreported ~~the~~in ~~minimum~~accordance ~~lease~~with our ~~payments~~historical accounting under Topic 840.

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

The adoption did not impact our beginning or prior period consolidated balance sheets, statement of equity / (deficit), statement of operations and statement of cash flows.

Under Topic 842, the Company determines if an arrangement is a lease and classifies that lease as either an operating or finance lease at inception. If an arrangement is a lease or contains a lease, we then determine whether the lease meets the criteria of a finance lease or an operating lease. Right-of-use (‘ROU’) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, only payments that are fixed and determinable at the time of commencement are considered. As the rate implicit in certain of the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The right-of-use asset is recognized at the amount of the lease liability with certain adjustments, if applicable. These adjustments include lease incentives, prepaid rent, and initial direct costs. We reassess if an arrangement is or contains a lease upon modification of the arrangement. At the commencement date of a lease, we recognize a lease liability for contractual fixed lease payments and a corresponding right-of-use asset representing our right to use the underlying asset during the lease term. The lease liability is measured initially as the present value of the contractual fixed lease payments during the lease term. The lease term additionally includes renewal periods only if it is reasonably certain that we will exercise the options. Contractual fixed leases payments are discounted at the rate implicit in the lease when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the options will be exercised.

Operating leases are included in Operating lease right-of-use assets, Other current liabilities, and Operating lease liabilities, due after one year, in our Consolidated Balance Sheets.

Employee Benefits

PRAMA had employee benefit plans in the form of statutory and welfare schemes covering statutorily eligible employees which are accounted for in accordance with ASC 715 Compensation – Retirement benefits.

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Gratuity

In accordance with the Indian Payment of Gratuity Act, 1972, PRAMA provided for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation. The Gratuity Plan is unfunded. The current service costs for defined benefit plans are accrued in the year to which they relate. Prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of such employees.

Provident

In accordance with Indian law, all eligible employees of the Company, are entitled to receive benefits under the Provident Fund, a defined contribution plan in which both the employee and the Company, contribute monthly at a determined rate (currently twelve percent of contributory wages subject to a maximum cap). These contributions are made to the Government Provident Fund and the Company has no further obligation under Provident Fund, beyond its monthly contributions. The amount contributed for the year ended March 31, 2020 and 2019, amounted to $275,599 and $Nil, respectively.

Vacation

Accruals for Indian statutory vacation pay is determined at the actuarial estimate for the entire unutilized leave balance standing to the credit of the employees at the period end. The amount accrued as of December 31, 2019 and 2018, amounted to $Nil and $Nil, respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company has determined the deferred tax assets and liabilities based on the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

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

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Non Income Taxes

The Company is subject to India Goods and Services Tax and other local duties and non-income taxes on its transactions in India. The Company collects such taxes from customers, and pays such taxes on applicable supplies and inputs, and remits the net amounts to the respective local tax authorities on an accrual basis.

Equity-method Investments

Through PRAMA, the Company has an approximately 15% 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 through December 31, 2019. On January 1, 2020, when PRAMA was deconsolidated, we stopped recording PCW as an equity investee.

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

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

Included in Other Non-Current Assets as of March 31, 2020, is $Nil relating to the fair value of equity-method investments and $Nil relating to the fair value of amounts due from equity-method investee. During the period April 22, 2019, through March 31, 2020, the amounts related to PCW were recognized and then de-recognized with no impact on the Consolidated Statement of Operations for the year ended March 31, 2020.

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

WeOn ~~adopted~~April ~~Revenue~~1, ~~Recognition~~2019 -the ~~Revenue~~Company ~~from~~adopted ~~Contracts~~ASU ~~with~~No. ~~Customers~~2016-2, Leases (Topic 842) (ASU ~~2014~~2016-092), ~~for~~as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets on the ~~fiscal~~balance ~~year~~sheet ~~ended~~and ~~March~~to 31provide enhanced disclosures surrounding the amount, ~~2019~~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 ~~amends~~provides an additional, optional transition method with which to adopt the ~~guidance~~new inleases ~~former~~standard. This additional transition method allows for a cumulative-effect adjustment to the ~~ASC~~opening ~~605~~balance of retained earnings in the period of adoption, ~~Revenue~~ ~~Recognition~~rather ~~and~~than ~~found~~in nothe ~~significant~~earliest ~~impact~~period onpresented in the ~~revenue~~financial ~~recognition.~~statements, as originally required by ASU 2016-2.

42Adoption 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.

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In ~~March~~January ~~2016~~2017, the FASB issued ASU ~~2016~~2017-0904, ~~“Compensation—Stock Compensation~~"Intangibles - Goodwill and Other (Topic ~~718~~350): ~~Improvements~~Simplifying tothe ~~Employee~~Test ~~Share-Based~~for ~~Payment~~Goodwill ~~Accounting~~Impairment".” ~~This~~The update ~~addresses several aspects~~ ofsimplifies ~~the~~how ~~accounting~~an ~~for~~entity ~~share-based~~is ~~compensation~~required ~~transactions~~to ~~including:~~test ~~(a)~~goodwill ~~income~~for ~~tax~~impairment ~~consequences~~by ~~when~~eliminating ~~awards~~Step ~~vest~~2 orfrom ~~are~~the ~~settled, (b)~~goodwill ~~classification~~impairment oftest. ~~awards~~Step as2 ~~either~~measures a ~~equity~~goodwill orimpairment ~~liabilities,~~loss ~~(c)~~by acomparing ~~policy~~the ~~election~~implied tofair ~~account~~value ~~for~~of ~~forfeitures~~a asreporting ~~they~~unit's ~~occur~~goodwill ~~rather than~~with onthe ancarrying ~~estimated~~amount. ~~basis~~The ~~and~~new ~~(d)~~rules will ~~classification~~be ofeffective ~~excess~~for ~~tax impacts on~~ the ~~statement of cash flows. The~~ Company ~~adopted this guidance~~ in the first quarter of ~~its~~2021. ~~fiscal~~Early ~~year~~adoption ~~ended~~is ~~March~~permitted. ~~31,~~Management is ~~2019,~~currently ~~which~~evaluating ~~did~~this ~~not~~ASU ~~have~~to adetermine ~~material~~its impact onto the ~~consolidated~~ Company's financial statements ~~and~~but ~~related~~does ~~disclosures.~~believe ~~The~~it ~~amendments~~is ~~requiring~~expected to ~~recognition~~have ofa ~~excess~~minimal ~~tax~~impact ~~benefits~~on ~~and tax deficiencies in~~ the ~~income~~Company’s ~~statement~~financial ~~will~~statements beand ~~applied~~related ~~prospectively~~disclosures.

New Accounting Pronouncements Not Yet Adopted

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

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company reviewing adoption and its impact of this guidance on its consolidated financial statements and related disclosures.

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2019, although early adoption is permitted. Management believes the effect on the consolidated financial statements will not be material.

4. ~~PROPERTY~~CUSTOMER ~~AND EQUIPMENT, NET~~CONCENTRATION

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

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. A significant portion of the Company’s Hospitality revenue has been derived from two customers, which were acquired as part of the PRAMA acquisition on April 22, 2019, and so were not present in the comparable period. For the year ended March 31, 2020, the two largest customers accounted for $2,611,705, and $993,844, in revenue or $3,605,549, in aggregate. There were no significant receivable concentrations as of March 31, 2020. There were no significant revenue and receivable concentrations as of and for the year ended March 31, 2019. Changes in the relationship with these customers could materially and adversely affect the Company’s financial performance and going concern status.

~~Depreciation~~5. ~~expense~~EMPLOYEE ~~for the years ended March 31, 2019 and 2018 is $3,865, and $8,236 respectively.~~BENEFITS

43With the deconsolidation of PRAMA on December 31, 2019, the Company no longer has significant employee benefit obligations.

The change in benefit obligation of the gratuity and vacation statutory plans are as follows:

	March 31, 2020			March 31, 2019
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of period	$	—		$	—
Assumed on acquisition on April 22, 2019		153,443			—
Service cost		13,854			—
Interest cost		12,061			—
Benefits paid		(2,607	)		—
Deconsolidation on January 1, 2020		(176,751	)		—
Projected Benefit Obligation, end of period	$	—		$	—

The components of net periodic pension costs for the gratuity and vacation statutory plans are as follows:

	Year ended March 31, 2020			Year ended March 31, 2019
Net Periodic Pension Cost
Service cost benefit earned	$	13,854		$	—
Interest cost on projected benefit obligation		12,061			—
Benefits paid		(2,607	)		—
Foreign currency translation effect		—			—
Net Periodic Pension Cost	$	23,308		$	—

There were no amounts recognized in accumulated other comprehensive income.

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~~5. INTANGIBLE~~The ~~ASSETS~~range ~~WITH~~of ~~DEFINITE LIVES~~assumptions used for benefit obligations and net periodic benefit cost for the period April 22, 2019 through December 31, 2019 are as follows:

~~Intangible~~Discount ~~assets~~rate ~~consist~~7.95 ofto ~~the following as of~~8.07% ~~March~~per ~~31, 2019 and March 31, 2018:~~annum

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

Rate of compensation increase 6% to 8% per annum

WeRetirement ~~amortize~~range ~~the cost~~ of ~~other~~58 intangibles over their estimated useful lives unless such lives are deemed indefinite. The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to ~~fair value based on either discounted~~ ~~cash~~65 ~~flows or appraised values~~years. ~~Intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required.~~

WePRAMA ~~determined~~evaluated ~~that~~these ~~certain intangible assets, primarily technology~~assumptions ~~were~~based ~~impaired.~~on ~~Therefore,~~its ~~included~~employee ~~within amortization expense for the twelve months ended March 31~~demographics, ~~2018~~budgets, ~~was a $696,949 non-cash impairment charge recorded. This charge was recorded within the caption "Selling, general~~ and ~~administrative~~industry ~~expense" caption in our Consolidated Statements of Operations and Comprehensive Loss~~standards. ~~The Company has no impairment charges for fiscal year ended March 31, 2019.~~

~~The amortization expense for the years ended March 31, 2019 and March 31, 2018 was $130,283 and $377,561, respectively~~6. ~~Following table describes future amortization for the next five year for the intangible assets;~~ LEASES

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

With the deconsolidation of PRAMA on December 31, 2019, the Company no longer has significant operating lease right to use of assets and operating lease liabilities. The amounts de-recognized on January 1, 2020, amounted to:

6. STOCK COMPENSATION

Operating leases	January 1, 2019
Operating lease right-of-use assets	$	9,624,179
Operating lease liabilities, due within one year	$	388,767
Operating lease liabilities, due after one year		9,509,955
Total operating lease liabilities	$	9,898,722

~~During~~The ~~the~~components ~~current year 2019, company issued 478,560 common shares to an individual for services to be performed on the company’s behalf until June, 2020~~ of ~~which~~lease ~~$77,168 is~~expense ~~recorded~~during ~~in Selling, General and Administration expense as of~~ the year ended March 31, ~~2019~~2020 ~~and~~(all ~~$128,613~~recognized isthrough ~~recorded~~December ~~in prepaid consulting services~~31, ~~representing~~2019) ~~the remainder of contract period which expires on June, 2020. The issuance of these shares~~ is ~~being~~ ~~made~~included ~~pursuant~~in ~~to certain administrative services, advisory board services, business development services, consulting services, financial consulting services. The Board has equated~~ the ~~number~~following ~~of these shares at fair value of the services to be provided by this individual.~~table:

7. CONVERTIBLE NOTES PAYABLE

	Financial statement line item	Year ended March 31, 2020
Amortization of right-of-use assets	Cost of revenue	$	269,785
Interest on lease liabilities	Cost of revenue		941,228
Total lease expense		$	1,211,013

~~Related~~Lease ~~Party~~expense ~~Convertible~~is ~~Notes~~included in Cost of revenue in our Consolidated Statement of Operation for the year ended March 31, 2020.

~~The~~Supplemental ~~consolidated~~other ~~entity~~information ~~has successfully negotiated a twelve-month extension of~~ related ~~party convertible notes from March 8, 2019~~ to ~~March~~leases 7,were ~~2020.~~as follows:

The Company issued an $956,000 convertible note with maturity date of March 7, 2020, with annual rate of 10% from ARNA GLOBAL LLC, wholly owned by the Company’s president. The note converts into 21,194,381 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $292,824. No interest has been paid on this obligation.

Weighted Average Remaining Lease Term
Operating leases	14.1	Years
Weighted Average Discount Rate
Operating leases	14.0	%

44There are no significant future maturities of lease liabilities as of March 31, 2020.

7. PROPERTY AND EQUIPMENT, NET

Property and Equipment consists of the following as of March 31, 2020 and March 31, 2019, respectively.

	March 31, 2020			March 31, 2019
Furniture, fixtures and fittings	$	33,802		$	32,247
Leasehold improvements					-
Plant and machinery		-			-
Construction in process		-			-
Total		33,802			32,247
Accumulated depreciation		(23,746	)		(20,000	)
Fixed assets, net	$	10,056		$	12,247

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~~The~~Depreciation ~~Company~~expense ~~issued~~for anthe ~~$149,644~~year ~~convertible~~ended ~~note with maturity date of~~ March 7 31, 2020, ~~with~~and ~~annual~~2019 ~~rate~~were ~~of 10% from Mr. Sharma~~$188,505 ~~Company’s~~and ~~president. The note converts into~~ 3,~~432~~865,~~234 shares~~ ~~of common stock (the “Note Shares”)~~respectively. ~~At March 31, 2019 the total accrued and unpaid interest is $47,908. No interest has been paid on this obligation.~~

The Company ~~issued~~deconsolidated anPRAMA ~~$37,513~~on ~~convertible note with~~January ~~maturity date of March 7~~1, 2020, ~~with~~and ~~annual~~impaired ~~rate~~Sunalpha ofproperty ~~10% from Mr. Mandloi, Company’s vice president. The note converts into 835,552 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued~~ and ~~unpaid~~equipment ~~interest is $11,663. No interest has been paid~~ on ~~this~~the ~~obligation~~date.

~~The Company issued an $695,000 convertible note with maturity date of December 19, 2019, with annual rate of 10% from TAKNIKI COMMUNICATION, wholly owned by the Company’s Vice President~~8. INTANGIBLE ~~The~~ASSETS ~~note converts into 10,303,070 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $156,136. No interest has been paid on this obligation.~~

~~The~~Intangible ~~Company~~assets ~~has~~with ~~accrued~~definite ~~interest~~lives consist of ~~$508,531~~the ~~and $323,983~~following ~~for~~as ~~related~~of ~~parties~~March ~~for~~31, ~~the~~2020, ~~fiscal~~and ~~year ending~~ March 31, 2019, ~~and 2018~~ respectively.:

Non-Affiliate Party Convertible Notes

	March 31, 2020			March 31, 2019
Software and software access agreement	$	880,770		$	1,088,264
Customer relationships		-			-
Total		880,770			1,088,264
Accumulated amortization		(855,770	)		(725,547	)
Intangible assets with definite lives, net	$	25,000		$	362,717

~~The~~Amortization ~~Company~~expense ~~obtained an $250,000 convertible note~~for ~~with~~the ~~maturity~~year ~~date~~ended ofMarch ~~April 1~~31, 2020, ~~with~~and ~~annual~~2019 ~~rate~~were of$257,322 8%and ~~from~~$130,283 ~~UNITED TECHNO SOLITIONS~~respectively. The ~~note~~Company ~~may~~deconsolidated ~~convert~~PRAMA ~~into~~effective ~~357,143~~January ~~shares of common stock (the “Note Shares”) at holder’s option. At March 31~~1, ~~2019 the total indebtedness under this agreement~~ ~~was~~2020 ~~$250,822 which is composed of the principal of $250,000~~ and ~~accrued~~recorded ~~and~~an ~~unpaid~~impairment ~~interest~~charge offor ~~$822.~~definite Nolive ~~interest~~intangible ~~has~~assets ~~been paid~~ on ~~this~~the ~~obligation~~same date.

~~8. RELATED~~There ~~PARTY~~were ~~TRANSACTION~~no intangible assets with indefinite lives as of March 31, 2020, and March 31, 2019, respectively.

OnIntangible ~~April~~assets 1,with ~~2017,~~indefinite lives ~~the~~are ~~board~~not ~~approved the compensation of Deepak Sharma~~amortized, ~~President of~~they ~~the~~are ~~Corporation,~~reviewed befor ~~fixed~~impairment ~~at USD 250~~annually,~~000/-~~ ~~per~~or ~~year~~whenever ~~for~~events ~~the~~or ~~next~~changes ~~three~~in ~~year~~circumstances ~~period~~indicate ~~beginning~~that ~~April~~the ~~1, 2017 to year ending March~~related ~~31,~~carrying ~~2020,~~amounts ~~payments~~may tonot be ~~made~~recoverable. inIn ~~monthly~~these ~~installments~~circumstances, onthey ~~the~~are ~~last~~tested ~~day~~for ofimpairment ~~each~~based ~~month.~~on ~~The~~undiscounted ~~Company~~cash ~~has~~flows ~~paid $ 75~~and,~~000 in executive~~ ~~compensation~~if ~~in the financial year ending March 31~~impaired, ~~2019~~written ~~compared~~down to nofair ~~payments~~value ~~for~~based ~~the~~on ~~fiscal~~either ~~year~~discounted ~~ending~~cash ~~March~~flows ~~31,~~or ~~2018.~~appraised ~~The Company accrued the total executive compensation payable of $425,000 and $250,000 for the fiscal year ending March 31, 2019 and 2018 respectively~~values.

The Company ~~has~~wrote ~~outstanding~~off ~~balance~~the offull ~~$14,364~~amount ~~due~~of ~~from~~intangible assets ~~our~~with ~~directors~~indefinite orlives ~~their affiliates~~in ~~for~~the ~~each~~amount of ~~the~~$458,272 ~~fiscal~~in ~~years~~the year ended March 31, ~~2019 and 2018~~2020.

~~The~~9. AMOUNTS ~~Company~~DUE ~~has~~TO ~~outstanding~~AND ~~balance~~FROM ofRELATED ~~$13,828 and $0 due to our directors or their affiliates for the fiscal years ended March 31, 2019 and 2018 respectively.~~PARTIES

~~The~~ Amounts ~~Company~~due ~~has~~from ~~accrued interest on notes of $508,531 and $323,983 for~~ related parties ~~for the fiscal year ending March 31, 2019 and 2018 respectively.~~

~~The~~Amounts ~~above~~due ~~related~~from ~~party transactions~~related ~~are~~parties ~~not~~as ~~necessarily indicative~~ of ~~the~~December ~~amounts~~31, ~~and~~2019, ~~terms~~below, ~~that~~were ~~would~~deconsolidated ~~have~~on ~~been~~January ~~incurred~~1, ~~had comparable transactions been entered with independent parties.~~2020:

9. STOCKHOLDERS’ EQUITY

Due from related parties	Description	December 31, 2019
Pramatech Pvt. Ltd	Shareholder in PRAMA, there are also common shareholders in PRAMA and this company	$	685,306

Mr. B. K. Ashok	Shareholder in PRAMA		105,108
Alchemy Food & Franchisee Solutions Pvt. Ltd	Company partly owned by the Chief Executive Officer of a subsidiary of PRAMA		35,086
Prime Finvest Leasing Limited	Company partly owned by a PRAMA shareholder, has common shareholders with Pramatech Pvt. Ltd above		35,037
Opus Restaurants Pvt. Ltd	Shareholder in PRAMA, there are also common shareholders in PRAMA and this company		9,810
Mr. Akbar S Khwaja	Chief Executive Officer of a subsidiary of PRAMA		30,249
Mr. M. V. Chetan Kumar	Shareholder in PRAMA		4,905
Total		$	905,501

During fiscal 2019 the Company issued and sold 214,286 share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per share was $0.70 resulting in aggregate proceeds of $150,000 to the Company.50

During fiscal 2019 the Company issued and sold 785,715 units comprising one share and warrant to purchase two share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per unit was $0.70 resulting in aggregate proceeds of $550,000 to the Company. The Company issued approximately 1,571,430 warrants pursuant to the 785,715 units listed above during fiscal year March 31, 2019, which had minimal impact on the earning per share calculation for the fiscal year ending March 31, 2019. This Warrant shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date of this Warrant at an exercise price of $0.01.

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The above balances were denominated in Indian Rupees, with the translated amounts in U.S. dollars shown above.

During the year, a brought forward balance of $14,364 from March 31, 2019, was collected from Sachin Mandloi, Director of TripBorn and Sunalpha.

Amounts due to related parties

Amounts due to related parties as of December 31, 2019, below, were deconsolidated on January 1, 2020:

Due to related parties	Description	December 31, 2019
Opus Hotels & Resorts Pvt. Ltd	Shareholder in PRAMA, there are also common shareholders in PRAMA and this company	$	657,978
Mr. Mahesh Gandhi	Shareholder in PRAMA		180,933
Mr. Sobha Gandhi	Relative of Mahesh Gandhi, (shareholder above)		234
Navkar Pole Products Ltd	Company partly owned by a PRAMA shareholder		7,007
Mr. Pravin Rathod	Shareholder in PRAMA		18,701

Total		$	864,853

The above balances were denominated in Indian Rupees, with the translated amounts in U.S. dollars shown above.

There was an amount of $1,602 and $1,691 as of March 31, 2020 and 2019, respectively owed to Sachin Mandloi, Director of TripBorn and Sunalpha.

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.

10. LOANS WITH THIRD PARTIES

There were no loans and borrowings with third parties as of March 31, 2020 and 2019, respectively.

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 December 31, 2019 amounted to $250,000. No interest has been paid on this note. On March 26, 2020, the Company re-paid United Techno Solutions, Inc., $250,000, representing the repayment of principal on the $250,000 loan note which was originally extended on March 16, 2019. The accrued interest has not currently been re-paid.

The loans with Small Industries Development Bank of India, NeoGrowth Credit Private Limited, Advance Finstock Private Limited and HDFC Bank Limited through PRAMA were derecognized on January 1, 2020.

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11. LOANS WITH RELATED PARTIES

Loans and borrowings with related parties are discussed below:

	As of
	March 31, 2020		March 31, 2019

Current liabilities:
Convertible note with Takniki Communications, Inc	$	695,000	$	695,000
Convertible note with Arna Global LLC		-		956,000

Convertible note with Mr. Deepak Sharma		-		150,515
Convertible note with Mr. Sachin Mandloi		-		36,642

	$	695,000	$	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 Company management plans to extend this convertible note for another three year from its expiry date. 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. There was no movement in this note during the period. This loan was extended informally without a formal agreement.

The loan from Mr. Mahesh Gandhi with PRAMA was derecognized as of January 1, 2020.

The convertible note to Arna Global LLC matured on March 7, 2019, bore interest at the rate of ten percent and was converted into common stock at the noteholders option. The convertible notes to Messrs. Sachin Mandloi and Deepak Sharma matured on March 8, 2019, bore interest at the rate of ten percent and were converted into common shares at the noteholders’ option.

12. STOCKHOLDERS’ EQUITY

During the year ended March 31, 2020, the Company issued an aggregate of 35,741,724 of common shares 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 $0.28 per share, as part of the consideration for the PRAMA acquisition.

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, at an exercise price of $0.01 per warrant.

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On October 27, 2019, the Company issued 4,050,316 common shares when the warrant holders exercised their warrants and received approximately $40,503 in cash, an exercise price of $0.01 per warrant.

For the year ended March 31, 2019 the following share issuances occurred:

On August 21, 2018, we issued consulting advisory shares of an aggregate of 478,560 shares of the Company’s common.

Warrants:

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

	Shares Underlying Warrants				Weighted Average Exercise Price			Weighted Average Remaining Contractual Life
Warrants		Number of shares				Weighted average exercise price			Weighted average remaining contractual life in months		Approximate aggregate intrinsic value
Outstanding at March 31, 2018		-				-			-
Outstanding as of March 31, 2019			1,571,430			$	0.01			3.0	$	345,000
Issued		~~1,571,430~~	4,050,316		$	~~0.01~~$	0.01		~~3.0~~	34.0	$	890,000
Exercised		-	(5,621,746	)		-$	0.01		-	-	$	1,235,000
Expired		-	-			-	-		-	-		-
Outstanding at March 31, 2019		1,571,430			$	0.01			3.0
Outstanding as of March 31, 2020			-			$	-			-	$	-

~~Equity~~Aggregate ~~Compensation~~intrinsic ~~Plan~~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 fair value of warrants granted during the year ended March 31, 2020 approximated $0.23 per warrant, or an intrinsic value of approximately $0.22 per warrant.

~~On April 15, 2016, we adopted the TripBorn, Inc~~13. INCOME 2016 Stock Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the plan.TAX

10There were no current and deferred income tax provision for the year ended March 31, 2020 and 2019 because the Company has incurred operating losses incurred since inception. A reconciliation of the Company's tax provision for (benefit from) income taxes as computed by applying the U.S. statutory income tax rate to the ~~INCOME~~Company's ~~TAX~~effective income tax rate is as follows:

	Year Ended March 31,
	2019			2018
	2020			2019
Current expense (benefit):
Tax expense, at U.S. federal statutory Rate		21.00	%		21.00	%
Federal	$	-		$	-
Foreign jurisdiction income tax		4.75	%		4.75	%
State		-			-
Valuation allowance		(25.75	)%		(25.75	)%
Total current expense (benefit):		-			-
	$	-		$	-
Deferred expense (benefit):
Federal		-			199,720
Foreign jurisdiction income tax		-			26,611
Total deferred expense (benefit):		-			226,331
Total income tax expense (benefit):	$	-		$	226,331

There were no current or deferred income tax provision for the year ended March 31, 2019 because the Company has incurred operating losses since inception. A reconciliation of the Company's tax provision for (benefit from) income taxes as computed by applying by applying the U.S. statutory income tax rate to the Company's effective income tax rate is as follows:53

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

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The net deferred income tax asset balance related to the following:

	Year Ended March 31,
	2019			2018
	2020			2019
Stock Compensation	$	16(5,~~205~~402	)	$	-16,205
Depreciation		~~585~~1,1,35			~~3,066~~585
Amortization		9731,~~471~~126			(797,~~460~~470	)
Net operating losses		~~576~~944,~~103~~570			~~369~~576,~~096~~103
Total Deferred tax assets	$	~~690~~971,~~363~~429		$	~~364~~690,~~702~~364
Less: Allowance for deferred tax assets		(~~690~~971,~~363~~429	)		(~~364~~690,~~702~~364	)
Net deferred tax asset (liability)	$	-		$	-

US Federal net operating ~~loss~~ loss carry forwards as of March 31, ~~2019~~2020, is $23,~~562~~490,~~547~~635. The net operating losses from January 1, 2018, may be carry forward indefinitely and losses prior to January 1, 2018 expire after 20 years under prior law. Foreign subsidiary net operating loss carry forwards as of March 31, ~~2019~~2020, is $~~527~~840,~~019~~433. The net operating losses from March 31, ~~2019~~2020, may be carry forward for indefinitely.

46US taxes

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 deferred tax asset, net of valuation allowance, 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 taxable losses. For the period April 22, 2019 to March 31, 2020, 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.

14. COMMITMENTS AND CONTINGENCIES

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.

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Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period15. As of March 31, 2019, and 2018, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, which included the results of operations for the current and preceding years. ~~The~~BUSINESS Company also considered whether there was any currently available information about future years. Because long-term contracts are not a significant part of the Company's business, future results cannot be reliably predicted by considering past trends or by extrapolating past results. Moreover, the Company's earnings are strongly influenced by national economic conditions and have been volatile in the past.SEGMENTS

~~The~~Prior ~~calculation~~to the acquisition of ~~our~~PRAMA, ~~tax~~a ~~liabilities~~hospitality company, the Company was a one segment company and following the deconsolidation, on January 1, 2020, the Company ~~involves~~reverted ~~uncertainties~~to ina one segment company. Following, the ~~application~~acquisition of ~~complex~~PRAMA, ~~tax~~the ~~laws~~Company’s ~~and~~chief ~~regulations~~operating ~~for~~decision ~~both~~maker ~~federal~~changed ~~taxes~~the information he receives to manage, assess, operate the business and to allocate capital. Accordingly, the ~~many~~Company ~~states~~changed inits ~~which~~operating wesegments ~~operate~~to orcomprise: doeCommerce ~~business~~aggregation inservices and Hospitality, respectively. ~~ASC~~The ~~740~~Company ~~states~~management ~~that~~reviews aand ~~tax~~evaluates ~~benefit~~the ~~from~~operating segments, as defined, are components of an ~~uncertain~~enterprise ~~tax~~about ~~position~~which ~~may~~separate befinancial ~~recognized~~information ~~when~~is itavailable that is ~~more~~evaluated regularly ~~likely~~by ~~than~~the ~~not~~chief ~~that~~operating ~~the~~decision ~~position~~maker ~~will~~in bedeciding ~~sustained~~how ~~upon~~to ~~examination,~~allocate ~~including~~resources ~~resolutions~~and in assessing financial performance. The reportable segments reflect the internal organization of ~~any~~the ~~related~~Company ~~appeals~~and orare ~~litigation~~strategic businesses that offer different products and services. The Company ~~processes~~reports financial information and evaluates its operations by revenues. Management, onincluding the ~~basis~~chief ofoperating ~~the~~decision ~~technical~~maker, ~~merits~~reviews operating results solely by revenue and operating results.

WeAll ~~record~~net ~~tax~~revenues ~~positions~~are ~~as liabilities~~derived infrom ~~accordance~~transactions with ~~ASC~~third ~~740~~party ~~and~~customers, ~~adjust~~there ~~these~~are ~~liabilities~~no ~~when~~inter-segment ~~our~~revenues. ~~judgement~~All ~~changes~~of asthe anet ~~result~~revenue ofis ~~the~~derived ~~evaluation~~from ofoperations ~~new information~~in ~~not~~India, ~~previously~~substantially ~~available.~~all ~~Because~~ of the ~~complexity~~expenses ofare ~~some~~borne ofin ~~these uncertainties~~India, ~~the~~with ~~ultimate~~certain ~~resolution~~expenses ~~may~~borne ~~result~~ in ~~a payment that is materially different from our current estimate of~~ the ~~recognized tax benefit liabilities~~US. ~~These~~The ~~differences~~Company ~~will~~measures besegment ~~reflected~~performance asbased ~~increases~~on orloss ~~decreases~~from tocontinuing ~~income~~operations. ~~tax~~Summarized ~~expense~~financial ~~in the period in which new~~ information isconcerning ~~available.~~each As of ~~March~~the ~~31,~~Company's ~~2019,~~reportable ~~and 2018~~segments weis ~~have not recorded any uncertain tax positions in our financial statements.~~as follows:

~~11. EARNINGS~~Summarized ~~AND~~financial ~~LOSS~~information concerning ~~PER~~each ~~SHARE~~of the Company's reportable segments is as follows:

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

	Period ended March 31, 2020
	eCommerce Aggregator			Hospitality			Intersegment elimination		Consolidated total
Segment results and total assets
Net revenue	$	701,216		$	6,243,289		$	-	$	6,944,505

Cost of revenues		(563,241	)		(5,404,204	)		-		(5,967,445	)
Operating expenses		(3,842,351	)		(1,833,445	)				(5,675,796	)
Loss from operations, before other expense, net		(3,704,376	)		(994,359	)	$	-		(4,698,735	)
Other expense, net		(287,931	)		(66,092	)		-		(354,023	)
Net loss	$	(3,795,111	)	$	(1,063,471	)	$	-	$	(4,580,963	)
Total assets	$	1,024,555		$	-		$	-	$	1,024,555

~~The~~During ~~computation~~the ofyear ~~basic~~ended ~~earnings (loss) per share is~~March ~~computed~~31, by2020, ~~dividing~~the ~~earnings~~Company ~~(loss)~~derived ~~available~~approximately to90% ~~common~~and ~~shareholders~~10% ~~by the weighted average number~~ of ~~outstanding~~its ~~common~~revenue ~~shares during~~from ~~the~~its ~~period.~~Hospitality ~~Diluted~~and ~~earnings~~eCommerce ~~per~~Aggregation ~~share~~segments, ~~gives~~respectively, compared ~~effect~~ to ~~all~~100% ~~dilutive potential common shares outstanding during the period. The computation~~ of ~~diluted~~its ~~earnings~~business ~~per~~from ~~share~~its ~~does~~eCommerce ~~not~~Aggregation ~~assume~~segment ~~conversion~~solely, ~~exercise~~for orthe ~~contingent~~year ~~exercise~~ended ofMarch ~~securities~~31, ~~that would have an anti-dilutive effect~~2019.

~~The Company has outstanding convertible debt of $2,095,483 which converts into 36,122,380 company’s common stock, which may cause diluted earnings per share~~16. SUBSEQUENT 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.EVENTS

~~The Company issued approximately 1,571,430 warrants during fiscal year March 31, 2019, which had minimal impact on the earning per share calculation for the fiscal year ending March 31, 2019~~None.

A17. ~~reconciliation~~LEGAL ~~of net income and weighted average shares used in computing basic and diluted net income per share is as follows:~~PROCEEDINGS

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

The Company was 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 $300,000 (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. The Company entered into a Realignment of control agreement with PRAMA and has no obligation with respect to any pending legal proceedings or obligation. 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.

~~12. COMMITMENTS~~ 55

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.

Since March 2016, we also lease approximately 4,080 square feet of office space for our technology center in Bangalore, Karnataka India, for which we currently pay approximately $6,270 per month including annual maintenance charges. This lease is continued with expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs. No lease payment is due as of March 31, 2019. Following table describes our obligation for the next five year from the lease.

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

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

13. SUBSEQUENT EVENTS

The Company will make acquisitions at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, due to expectations of the synergies that will be realized by the combining the businesses. Acquisition will be accounted for by using the purchase method of accounting, and the acquired company’s results will be included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs will be recorded in selling, general and administrative expenses as incurred.

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

The Company issued aggregate of 1,489,443 units at price $0.70 and received approximately $1,042,610. 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 June 30, 2022 for the purchase of one share of the Company’s common stock at an exercise price of $0.01.

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

In June 2019, the Company has issued the 25,462,167 shares of common stock and reduced its liabilities by approximately $1,150,483 in connection with related parties convertible note conversion. The interest on the convertible notes are outstanding and not been paid.

To ensure the Company had adequate near-term liquidity to fund its acquisition, Company borrowed $300,000 from ARNA GLOBAL LLC (“Arna”), which is wholly owned by our president and director. These funds were utilized for working capital and acquisition purposes and entire principle of $300,000 was returned on July 8, 2019.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and ~~maintaining~~ maintaining adequate internal control over the Company's financial reporting. In order to evaluate the effectiveness of internal ~~control~~ control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, ~~2019~~2020. 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:

(i)

inadequate segregation of duties consistent with control objectives; and

(ii)

lack of multiple levels of supervision and review.

A “material weakness” is defined as a significant deficiency or or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or or interim financial statements will not be prevented or detected. A “significant deficiency” is defined as a control deficiency, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial information reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. Management identified the following material weaknesses in the Company’s internal control over financial reporting as of March 31, ~~2019~~2020:

lack of adequate US GAAP accounting knowledge to identify and account significant complex transactions on a timely basis;

ii.

unable to report financials in timely manner;

iii.

inadequate segregation of duties consistent with control objectives; and

iv.

lack of multiple levels of supervision and review.

Deferred Tax Asset

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As a result, we have identified this as a material weakness. The Company has restated its financial year ending March 31, 2018 for valuation allowance of Deferred Tax.

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

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.

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However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

(i)

Appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies; and

(ii)

We will attempt to implement the remediation efforts. 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.

Management believes that despite our material ~~weaknesses~~ weaknesses set forth above, our financial statements for the year ended March 31, ~~2019~~2020 are fairly stated, in all material respects, in ~~accordance~~ accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls ~~over~~ over financial reporting that occurred during the year ended March 31, ~~2019~~2020 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

~~None~~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).

50In accordance with Share Purchase Agreement that was executed by the Company with PRAMA, the Company was required to contribute approximately USD 1,330,000 equivalent to INR 10,00,00,000/- which was not subscribed by Company due to change in business conditions in India and Company realigning its India and global businesses and their direction and geographies. Hence, On January 01, 2020, it was commercially agreed between Company and PRAMA that for a foreseeable future PRAMA shall continue to be controlled by its founders and management team in India. The Company will shall neither have control nor influence over the business and operating decision of PRAMA and/or its subsidiaries companies effective from January 01, 2020. The Company has experienced significant delay to finalize and document realignment of control due to COVID-19 pandemic. The Company has signed the Realignment of Control agreement with PRAMA on August 31, 2020, to with effective date of January 1, 2020, for realignment of control of PRAMA and PRAMA businesses.

As result of Realignment of Control Agreement with PRAMA whereby the Company no longer has the power to govern the financial and operating policies of PRAMA due to the loss of power to cast its votes at meetings of the Board of Directors other than in tandem with the founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The Company did not receive any consideration in the deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA has a fair value of $0 as of January 1, 2020, through the current date.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1. Directors and Executive Officers

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

Name	Age	Position	Year First Elected Director
Deepak Sharma	4547	President, Chief Executive Officer and Director	2015
Sachin Mandloi	4245	Vice President and Director	2015

Business Experience

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

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

The board of directors believes that Mr. Sharma’s institutional knowledge as a founder of the company as well as his experience in business development and software product development are crucial to successfully growing our business.

Sachin Mandloi has served as our Vice President and a director since December 2015. Mr. Mandloi is responsible for technology development, quality assurance and product delivery. Mr. Mandloi is the founder and president of Takniki Communications, an information technology service company formed under the laws of the Republic of India that provides information technology solutions, including software development and maintenance services. Mr. Mandloi has served as the President of Takniki Communications since he founded it in 1998. Mr. Mandloi has served as a director of our Indian operating subsidiary, Sunalpha since 2014.

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

Employment Agreements

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

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

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had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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

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

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

Code of Ethics

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

Board and Committee Meetings

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

Director Independence

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

Committees of the Board of Directors

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

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ITEM 11. EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Deepak Sharma, President & CEO	~~2019~~2020 ~~2018~~2019	$ $75,000 -	- -	- -	- -	- -	- -	- -	- -
Sachin Mandloi, Vice President	~~2019~~2020 ~~2018~~2019	$~~35,743~~ $35,743	- -	- -	- -	- -	- -	- -	- -

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Director Compensation

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

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

Beneficial Owners

The following table provides information as of ~~fiscal~~ fiscal year ~~ending~~ended March 31, ~~2019~~2020, concerning beneficial ownership of our common stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our executive officers and directors as a group and (4) each person or entity we know to beneficially own more than five percent of our common stock. The percentages of shares owned shown in the table below are based on 138,649,198 ~~shares~~ shares which consist of 97,190,435 of our common stock outstanding as of March 31, ~~2019~~2020 and 41,458,763 of future conversion shares. ~~According~~ According to SEC rules, a person is the “beneficial owner” of securities if he, she or it has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant or right, the conversion of a security or otherwise.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares Beneficially Owned
Named Executive Officers and Directors:
Deepak Sharma President and Director 4390 US Route 1, Suite 221 Princeton, NJ 08540		60,340,900		43.52	%
Deepak Sharma* President and CEO		60,340,900		43.52	%
Sachin Mandloi Vice President and Director		46,852,907		33.79	%
Sachin Mandloi* Vice President and Director		46,852,907		33.79	%

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

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

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Equity Compensation Plan Information

The following table set forth certain information, as as of March 31, ~~2019~~2020, with respect to securities authorized for issuance under equity compensation plans. The only security being so offered is our common stock.

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

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

Certain Relationships and Related Person Transactions

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the year ended March 31, ~~2019~~2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services.

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

	Fiscal Year 2019		Fiscal Year 2018
	Fiscal Year 2020		Fiscal Year 2019
Audit Fees	$	63110,~~000~~092	$	1663,~~650~~000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	63110,~~000~~092	$	1663,~~650~~000

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements. See Index to Financial Statements ~~included~~Included in Item 8 of Part II of this report.

(b)

Financial Statement Schedules. None.

(c)

Exhibits. See Index to Exhibits contained in this report.

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SIGNATURES

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

	TRIPBORN, INC.
Date: September 12, 2019	By:	/ S / Deepak Sharma
Date: September 12, 2021	By:	/ S / Deepak Sharma
	Name:	Deepak Sharma
	Title:	President & Chief Executive Officer

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

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

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

/s/ Sachin Mandloi Sachin Mandloi		Vice President and Director

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

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

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INDEX OF EXHIBITS

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

5764

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

762 Perthshire Pl

(Address of principal executive offices)

(Zip Code)

Filing Compare · TripBorn, Inc.