Delaware
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4770
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27-2447426
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(State or other jurisdiction of incorporation
or organization) |
(Primary Standard Industrial Classification
Code Number) |
(I.R.S. Employer Identification Number)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Title of Each Class of Securities to be Registered
|
Amount to be
Registered (1) |
Proposed Maximum
Offering Price Per
Share (2) |
Proposed Maximum
Aggregate
Offering Price
(2)
|
Amount of
Registration Fee
(2)
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|||||||
Common Stock, $0.0001 par value per share
(1)
|
10,714,286
|
$
|
0.30
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$
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3,214,285.80
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$
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323.68
(3)
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(1)
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In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.
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(2)
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Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(a) of the Securities Act of 1933.
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(3)
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Previously paid.
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PROSPECTUS SUMMARY
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6
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RISK FACTORS
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9
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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18
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DETERMINATION OF OFFERING PRICE
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18
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DILUTION
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18
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USE OF PROCEEDS
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19
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MARKET FOR OUR COMMON STOCK
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19
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SELLING STOCKHOLDERS
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21
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DESCRIPTION OF SECURITIES
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21
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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23
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BUSINESS
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30
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PROPERTIES
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35
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LEGAL PROCEEDINGS
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35
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MANAGEMENT
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35
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DIRECTOR INDEPENDENCE
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37
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EXECUTIVE AND DIRECTOR COMPENSATION
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37
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
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37
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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39
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PLAN OF DISTRIBUTION
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39
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LEGAL MATTERS
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40
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EXPERTS
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41
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WHERE YOU CAN FIND MORE INFORMATION
|
41
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
42
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|
Ÿ
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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;
|
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Ÿ
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We have a history of operating losses, which may continue and may harm our ability to obtain financing and continue our operations;
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Ÿ
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We estimate that we will require approximately $1,700,000 and $5,800,000 in the next 12 and 24 months, respectively, to continue operations and to grow our business; if we are unable to obtain additional financing our business operations may be harmed or discontinued, and if we do obtain additional financing our stockholders may suffer substantial dilution;
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Ÿ
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The travel industry in India is highly competitive, and we may not be able to compete effectively with our competitors, many of whom have greater resources and more established operations and brand recognition than we do;
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Ÿ
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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;
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Ÿ
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Becoming subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act” and the requirements of the Sarbanes-Oxley Act of 2002, 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; we estimate that we may incur approximately $260,000 in costs during the fiscal year ending March 31, 2017 and $384,000 in the fiscal year ending March 31, 2018 in connection with becoming a public company.
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Ÿ
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There is no current trading market for our securities, and if a trading market does not develop, you may be unable to resell your shares; and
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Ÿ
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If we are unable to retain the services of key personnel, we may not be able to continue our operations.
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Ÿ
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A requirement to have only two years of audited financial statements and only two years of related MD&A;
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Ÿ
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Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; and
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Ÿ
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Reduced disclosure about the emerging growth company’s executive compensation arrangements.
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Securities offered by the selling stockholders
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Up to 10,714,286 shares of our common stock.
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Offering price
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$0.20-$0.30 until such time as our shares may be listed on the OTC Bulletin Board and at market prices or privately negotiated prices thereafter.
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Common stock outstanding prior to this offering
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76,804,914 shares
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Common stock to be outstanding
following this offering
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76,804,914 shares
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The selling stockholders
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Deepak Sharma and Sachin Mandloi each beneficially own 46.5% of our common stock outstanding, or a collective total of 93% of our common stock outstanding. If they sell all of the shares offered by this prospectus, Mr. Sharma and Mr. Mandloi each will beneficially own 39.5% of our common stock outstanding, or a collective total of 79% of our common stock outstanding.
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Use of proceeds
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We will not receive any proceeds from the sale of our common stock offered by the selling stockholders under this prospectus.
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Risk factors
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You should read the section of this prospectus entitled “Risk Factors” for a discussion of factors to carefully consider before deciding to invest in shares of our common stock.
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Ÿ
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institute a more comprehensive compliance function;
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Ÿ
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prepare and distribute periodic and current reports under the federal securities laws;
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Ÿ
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establish new internal policies, such as those related to insider trading; and
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Ÿ
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involve and retain to a greater degree outside counsel and accountants.
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Ÿ
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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;
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Ÿ
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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;
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Ÿ
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our ability to build or acquire the required technology;
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Ÿ
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the general condition of the global and Indian economy and continued growth in demand for travel services, particularly online;
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Ÿ
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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
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the growth of the internet as a medium for commerce in India.
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Public offering price per share
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$
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0.30
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||||||
Net tangible book value per share as of March 31, 2016
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$
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(0.015)
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||||||
Decrease in net tangible book value per share attributable to this offering
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$
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(0.002)
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||||||
Adjusted net tangible book value per share after this offering
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$
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(0.017)
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||||||
Amount of dilution in net tangible book value per share to new investors in this offering
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$
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(0.317)
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Ÿ
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200,000,000 shares of common stock, $.0001 par value
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Ÿ
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10,000,000 shares of preferred stock, $.0001 par value
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Ÿ
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prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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Ÿ
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upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
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Ÿ
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on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.
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Ÿ
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any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
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Ÿ
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the affiliates and associates of any such person.
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Twelve Months Ended March 31,
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||||||||
2016
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2015
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|||||||
Net revenue
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$ | 193,415 | $ | 119,329 | ||||
Cost of revenue
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30,950 | 34,187 | ||||||
Gross profit
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162,465 | 85,142 | ||||||
Operating expenses
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319,912 | 85,749 | ||||||
Income (loss) from operations
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(157,447 | ) | (607 | ) | ||||
Other income (expenses)
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(15,406 | ) | 2,866 | |||||
Income (loss) before income tax expense
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(172,853 | ) | (3,473 | ) | ||||
Income tax benefit
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32,699 | 1,116 | ||||||
Net income (loss)
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$ | (140,154 | ) | $ | (2,357 | ) |
|
Ÿ
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We continue to employ “on demand” procurement processes for travel products that we sell to our customer. We also continue our attempts to collect customer payments promptly based on their payment terms, which has helped us manage our working capital needs.
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Ÿ
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In order to manage our working needs, we are negotiating with our key vendors for extended payment terms for our procurement of products that we sell.
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Ÿ
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We raised $350,000 in the last quarter of fiscal year 2015 and an additional $150,000 in the first quarter of fiscal year 2016 pursuant to the Company’s issuance of convertible notes. The notes have a three-year term, and bear interest at the rate of six percent payable at maturity. The principal amount of each note is convertible into shares of the Company’s common stock at the noteholder’s option at maturity.
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Ÿ
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We issued convertible notes to affiliates totaling $1,150,483 in the fourth quarter of fiscal 2015. The notes have a three-year term, and bear interest at the rate of ten percent payable at maturity. The principal amount of each note is convertible into shares of the Company’s common stock at the noteholder’s option at maturity. One such note in the principal amount of $956,000 was issued to Arna to finance the purchase of our Travelcord software under a Software Agreement with Arna, dated as of December 16, 2015.
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Ÿ
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We received short term advances of $24,000 from related parties to support our working capital needs. These advances were repaid on July 11, 2016.
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Ÿ
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The Company expects to seek a market maker to apply for admission to quotation of our common stock on the OTC Bulletin Board.
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Twelve Months Ended March 31,
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||||||||
2016
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2015
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|||||||
Number of transactions
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81,741 | 13,490 | ||||||
Gross bookings
1
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$ | 2,413,330 | $ | 1,127,309 | ||||
Revenue margin
2
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8.0 | % | 10.6 | % |
Name
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Age
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Position
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Year First Elected Director
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|||
Deepak Sharma
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41
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President, Chief Executive Officer and Director
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2015
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|||
Sachin Mandloi
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39
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Vice President and Director
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2015
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|||
Richard Shaw
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49
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Chief Financial Officer and Treasurer
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N/A
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Name of Beneficial Owner
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Shares of Common Stock
Beneficially Owned
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Percentage of Shares
Beneficially Owned
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||||||||||
Before
Offering
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After
Offering
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Before
Offering
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After
Offering
|
|||||||||
Named Executive Officers and Directors
:
|
||||||||||||
Deepak Sharma
(1)(2)
President, Chief Executive Officer
and Director
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35,714,285 | 30,357,142 | 46.5% | 39.5% | ||||||||
Sachin Mandloi
(3)
Vice President and Director
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35,714,285 | 30,357,142 | 46.5% | 39.5% | ||||||||
All directors and executive officers
as a group (4 persons)
(4)
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74,642,427 | 63,928,141 | 97.2% | 83.2% | ||||||||
5% Stockholder:
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||||||||||||
Arna Global LLC
(5)
4390 US Route 1, Suite 221
Princeton, NJ 08540
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35,714,285 | 30,357,142 | 46.5% | 39.5% |
(1)
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As the sole member of Arna Global LLC, Mr. Sharma may be deemed to be the beneficial owner of the 35,714,285 shares held by Arna. Mr. Sharma has sole voting and sole dispositive power with respect to the 35,714,285 shares held by Arna.
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(2)
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Does not include 3,432,234 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this prospectus.
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(3)
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Mr. Mandloi has sole voting and sole dispositive power with respect to the shares. Does not include 835,552 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this prospectus.
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(4)
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Our former President and director, Clifford Teller may be deemed to be a beneficial owner of the 3,213,857 shares held by Maxim Kelyfos LLC. Mr. Teller has sole voting and sole dispositive power with respect to the shares held by Maxim Kelyfos LLC.
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(5)
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Does not include 21,194,381 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this prospectus.
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Ÿ
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ordinary brokers transactions, which may include long or short sales;
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Ÿ
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transactions involving cross or block trades on any securities market where our common stock is trading
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Ÿ
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through direct sales to purchasers or sales effected through agents;
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Ÿ
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privately negotiated transactions;
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Ÿ
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any combination of the foregoing; or
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Ÿ
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any other method permitted by law
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TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, 2016 and 2015
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Report of Independent Registered Public Accounting Firm
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F-1
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Balance Sheets
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F-2
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Statements of Comprehensive Income (Loss)
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F-3
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Statements of Changes in Stockholders’ Equity
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F-4
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Statements of Cash Flows
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F-5
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Notes to Financial Statements
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F-6
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TRIPBORN, INC.
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||||||||
Consolidated Balance Sheets
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||||||||
March 31,
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||||||||
Assets
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||||||||
2016
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2015
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|||||||
Current assets
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||||||||
Cash and cash equivalents
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$ | 251,971 | $ | 23,580 | ||||
Accounts receivable
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117,379 | 66,803 | ||||||
Other current assets
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72,981 | 36,060 | ||||||
Total current assets
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442,331 | 126,443 | ||||||
Property and equipment, net
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10,207 | 12,039 | ||||||
Intangible assets, net
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1,077,226 | 38,276 | ||||||
Deferred tax assets
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33,680 | 1,039 | ||||||
Total Assets
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$ | 1,563,444 | $ | 177,797 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
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$ | 55,744 | $ | 10,901 | ||||
Other current liabilities
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35,753 | 3,866 | ||||||
Total current liabilities
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91,497 | 14,767 | ||||||
Long-term liabilities
|
||||||||
Loans payable - Related Party
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23,958 | 165,845 | ||||||
Convertible notes
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1,500,482 | — | ||||||
Total current and long-term liabilities
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1,615,937 | 180,612 | ||||||
Stockholders' equity (deficit)
|
||||||||
Preferred stock, par value $0.0001; 10,000,000 authorized
|
— | — | ||||||
Common stock, par value $0.0001; 200,000,000 authorized
|
||||||||
76,804,914 and 1,298,701 shares issued and outstanding as of
|
||||||||
March 31, 2016 and March 31, 2015 respectively.
|
7,681 | 130 | ||||||
Additional paid-in capital
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75,708 | 1,712 | ||||||
Accumulated other comprehensive income (loss)
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9,710 | 781 | ||||||
Retained earnings/ (deficit)
|
(145,592 | ) | (5,438 | ) | ||||
Total stockholders' equity
|
(52,493 | ) | (2,815 | ) | ||||
Total liabilities and stockholders' equity
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$ | 1,563,444 | $ | 177,797 |
TRIPBORN, INC.
|
||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
||||||||
Years Ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Net revenue
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$ | 193,415 | $ | 119,329 | ||||
Cost of revenue
|
30,950 | 34,187 | ||||||
Gross profit
|
162,465 | 85,142 | ||||||
Operating expenses
|
||||||||
Selling, general and administration expenses
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190,852 | 85,749 | ||||||
Legal and consulting expenses
|
129,060 | — | ||||||
Income (loss) from operations
|
(157,447 | ) | (607 | ) | ||||
Other income (expenses)
|
||||||||
Depreciation and amortization
|
(5,480 | ) | (2,866 | ) | ||||
Interest expense
|
(9,926 | ) | — | |||||
Total other income (expense)
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(15,406 | ) | (2,866 | ) | ||||
Income (loss) before income tax expense
|
(172,853 | ) | (3,473 | ) | ||||
Income tax benefit
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32,699 | 1,116 | ||||||
Net income (loss)
|
(140,154 | ) | (2,357 | ) | ||||
Other comprehensive income (loss):
|
||||||||
Unrealized foreign currency translation income/(loss)
|
8,929 | 781 | ||||||
Net comprehensive income/(loss) for the period
|
$ | (131,225 | ) | $ | (1,576 | ) | ||
Basic income (loss) per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Diluted income (loss) per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Basic weighted average number of shares
|
58,386,281 | 1,298,701 | ||||||
Diluted weighted average number of shares
|
58,386,281 | 1,298,701 |
TRIPBORN, INC.
|
||||||||||||||||||||||||
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
|
||||||||||||||||||||||||
Years Ended March 31, 2016 and 2015
|
||||||||||||||||||||||||
Common Stock
|
||||||||||||||||||||||||
Shares
|
Amount
|
Additional
paid-in
capital
|
Accumulated
other
comprehensive
income
|
Retained
earnings/
deficit
|
Total
stockholders’
equity/
(deficit)
|
|||||||||||||||||||
Balance at March 31, 2014
|
1,298,701 | $ | 130 | $ | 1,712 | $ | — | $ | (3,081 | ) | $ | (1,239 | ) | |||||||||||
Net income
|
(2,357 | ) | (2,357 | ) | ||||||||||||||||||||
Other comprehensive income (loss)
|
781 | 781 | ||||||||||||||||||||||
Balance at March 31, 2015
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1,298,701 | $ | 130 | $ | 1,712 | $ | 781 | $ | (5,438 | ) | $ | (2,815 | ) | |||||||||||
Issue of common shares
|
70,129,869 | 7,013 | 74,534 | 81,547 | ||||||||||||||||||||
Recapitalization on December 15, 2015
|
5,376,344 | 538 | (538 | ) | ||||||||||||||||||||
Other comprehensive income (loss)
|
8,929 | 8,929 | ||||||||||||||||||||||
Net income (loss)
|
(140,154 | ) | (140,154 | ) | ||||||||||||||||||||
Balance at March 31, 2016
|
76,804,914 | $ | 7,681 | $ | 75,708 | $ | 9,710 | $ | (145,592 | ) | $ | (52,493 | ) |
TRIPBORN, INC.
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
Years Ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities
|
||||||||
Net income (loss)
|
$ | (140,154 | ) | $ | (2,357 | ) | ||
Adjustment to reconcile net income (loss) to net cash
|
||||||||
provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
5,480 | 2,866 | ||||||
Other comprehensive income (loss)
|
8,929 | 781 | ||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in:
|
||||||||
Accounts receivable
|
(50,576 | ) | (51,621 | ) | ||||
Other current assets
|
(36,921 | ) | (25,080 | ) | ||||
Deferred tax asset
|
(32, 641 | ) | (1,039 | ) | ||||
Increase (decrease) in:
|
||||||||
Accounts payable and accrued expenses
|
44,843 | 7,164 | ||||||
Other current liabilities
|
31,887 | 2,311 | ||||||
Net cash provided by (used in) operating activities
|
(169,153 | ) | (66,975 | ) | ||||
Cash flows from investing activities
|
||||||||
Purchase of property and equipment
|
(3,648 | ) | (14,905 | ) | ||||
Increase in intangible assets
|
(1,038,950 | ) | (31,478 | ) | ||||
Net cash used in investing activities
|
(1,042,598 | ) | (46,383 | ) | ||||
Cash flows from financing activities
|
||||||||
Increase in common stock
|
7,551 | — | ||||||
Increase in additional paid-in capital
|
73,996 | — | ||||||
Decrease in loan from shareholder
|
(141,887 | ) | 127,650 | |||||
Increase in convertible notes
|
1,500,482 | — | ||||||
Net cash provided by financing activities
|
1,440,142 | 127,650 | ||||||
Net change in cash and cash equivalents
|
228,391 | 14,292 | ||||||
Cash and cash equivalents
|
||||||||
Beginning of the year
|
23,580 | 9,288 | ||||||
End of the year
|
$ | 251,971 | $ | 23,580 | ||||
Supplementary disclosure of cash flows information
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | — | $ | — | ||||
Income taxes
|
$ | — | $ | — |
March 31, 2016
|
March 31, 2015
|
|||||||
Computer
|
$ | 11,634 | $ | 10,175 | ||||
Furniture and Fixture
|
4,125 | 2,386 | ||||||
Office Equipment
|
2,638 | 1,956 | ||||||
Software License
|
407 | 407 | ||||||
Total
|
18,804 | 14,924 | ||||||
Accumulated depreciation
|
(8,597 | ) | (2,885 | ) | ||||
Fixed assets, net
|
$ | 10,207 | $ | 12,039 |
March 31, 2016
|
March 31, 2015
|
|||||||
API Access
|
$ | 121,455 | $ | 38,309 | ||||
Software
|
956,000 | - | ||||||
Total
|
1,077,455 | 38,309 | ||||||
Accumulated amortization
|
(229 | ) | (33 | ) | ||||
Intangible assets, net
|
$ | 1,077,226 | $ | 38,276 |
|
i.
|
Convertible Notes
|
|
ii.
|
Loans Payable - Related Party
|
|
iii.
|
Guarantee
|
March 31, 2016
|
March 31, 2015
|
|||||||
Property and equipment
|
$ | 992 | $ | 1,039 | ||||
Carried forward loss
|
32,688 | - | ||||||
Total deferred income taxes
|
$ | 33,680 | $ | 1,039 |
Federal income tax
|
$ | - | $ | - | ||||
State income tax
|
- | - | ||||||
Foreign jurisdiction income tax
|
- | - | ||||||
Total income taxes, current provision
|
- | - | ||||||
Deferred income tax expenses/(benefit)
|
(32,699 | ) | (1,116 | ) | ||||
Total income taxes expense/(benefit)
|
$ | ( 32,699 | ) | $ | (1,116 | ) |
|
i.
|
In August 2014, FASB issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.
|
|
ii.
|
In May 2014, FASB issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
|
|
iii.
|
In January 2015, FASB issued ASU 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.
|
Years ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Basic net income (loss) per share:
|
||||||||
Net income (loss) applicable to common shares
|
$ | (131,225 | ) | $ | (1,576 | ) | ||
Weighted average common shares outstanding
|
58,386,281 | 1,298,701 | ||||||
Basic net income (loss) per share of common stock
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Diluted net income (loss) per share:
|
||||||||
Net income (loss) applicable to common shares
|
$ | (131,225 | ) | $ | (1,576 | ) | ||
Weighted average common shares outstanding
|
58,386,281 | 1,298,701 | ||||||
Dilutive effects of convertible debt
|
- | - | ||||||
Weighted average common shares, assuming dilutive effect of convertible
debt |
58,386,281 | 1,298,701 | ||||||
Diluted net income (loss) per share of common stock
|
$ | (0.00 | ) | $ | (0.00 | ) |
Amount
|
||||
SEC registration fee
|
$ | 324 | ||
Accountants’ fees and expenses
|
35,000
|
|||
Legal fees and expenses
|
100,000
|
|||
EDGAR filing service
|
7,500 | |||
Miscellaneous
|
5,000 | |||
Total
|
$ |
147,824
|
|
·
|
The company did not engage in any general solicitation or advertising;
|
|
·
|
Each of the investors is known by our President, Deepak Sharma;
|
|
·
|
Each of the investors is sophisticated in matters of finance and business;
|
|
·
|
The investors were given access to the type of information regarding the Company that would typically be included in a prospectus used in connection with an offering registered with the Securities and Exchange Commission; and
|
|
·
|
The investors have agreed to hold the securities their for their own accounts, and not with a view to distribute the securities. |
Exhibit
Number |
Description
|
||
2
|
.1+
|
Stock Purchase Agreement, dated as of December 8, 2015 among PinstripesNYC, Inc., Arna Global LLC and Maxim Kelyfos, LLC
|
|
2
|
.2+
|
Share Transfer Agreement, dated December 14, 2015 between PinstripesNYC, Inc. and Sachin Kamalkishore Mandloi
|
|
3
|
.1+
|
Certificate of Incorporation
|
|
3
|
.2+
|
Certificate of Amendment to the Certificate of Incorporation
|
|
3
|
.3+
|
Amended and Restated Bylaws
|
|
4
|
.1+
|
Form of Common Stock Certificate
|
|
4
|
.2+
|
Form of 10% convertible notes due March 7, 2019
|
|
4
|
.3+
|
Form of 6% convertible notes due February 8, 2019
|
|
5
|
.1+
|
Legal Opinion of Harter Secrest & Emery LLP
|
|
10
|
.1
|
Software Agreement, effective as of December 16, 2015, between Arna Global LLC and TripBorn, Inc., filed herewith
|
|
10
|
.2
|
Software Development Agreement, dated January 26, 2015 between Takniki Communications (India) and Arna Global LLC, filed herewith
|
|
10
|
.3
|
Letter Agreement, dated December 16, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited, filed herewith
|
|
10
|
.4+
|
Software Licensing Agreement, dated April 1, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited
|
|
10
|
.5+
|
Agreement, dated October 5, 2015 between Sunalpha Green Technologies Private Limited and Indian Railway Catering and Tourism Corporation Limited
|
|
10
|
.6+
|
Note Purchase Agreement between TripBorn Inc. and the Investors party thereto, dated February 8, 2016
|
|
10
|
.7*+
|
TripBorn, Inc. 2016 Stock Incentive Plan
|
|
10
|
.8*+
|
Form of Nonqualified Stock Option Award Notice under the TripBorn, Inc. 2016 Stock Incentive Plan
|
|
10
|
.9*
|
Consulting Agreement, effective May 24, 2016 between TripBorn, Inc. and LogiCore Strategies, LLC, filed herewith
|
|
22
|
+
|
List of Subsidiaries
|
|
23
|
.1
|
Consent of Independent Registered Accounting Firm, filed herewith
|
|
23
|
.2+
|
Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1)
|
*
|
Indicates a management contract or compensatory plan, contract or arrangement.
|
+
|
Previously filed with our Registration on Form S-1 (File No. 333-210821) on April 18, 2016.
|
|
i.
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
TRIPBORN, INC.
|
|||
By:
|
/s/ Deepak Sharma
|
||
Deepak Sharma
|
|||
President
|
Signature
|
Title
|
Date
|
||
/s/ Deepak Sharma
|
President, Chief Executive Officer and Director
|
July 18, 2016
|
||
Deepak Sharma
|
(Principal Executive Officer)
|
|||
/s/ Richard J. Shaw
|
Chief Financial Officer
|
July 18, 2016
|
||
Richard J. Shaw
|
(Principal Financial Officer)
|
|||
/s/ Sachin Mandloi
|
Vice President and Director
|
July 18, 2016
|
||
Sachin Mandloi
|
||||
Exhibit
Number |
Description
|
||
10
|
.1
|
Software Agreement, effective as of December 16, 2015, between Arna Global LLC and TripBorn, Inc.
|
|
10
|
.2
|
Software Development Agreement, dated January 26, 2015 between Takniki Communications (India) and Arna Global LLC
|
|
10
|
.3
|
Letter Agreement, dated December 16, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited
|
|
10
|
.9*
|
Consulting Agreement, effective May 24, 2016 between TripBorn, Inc. and LogiCore Strategies, LLC
|
|
23
|
.1
|
Consent of Independent Registered Accounting Firm
|
*
|
Indicates a management contract or compensatory plan, contract or arrangement.
|
Arna Global LLC
|
||
By:
|
/s/ Deepak Sharma
|
|
Name: Deepak Sharma
|
||
Title: President
|
||
TRIPBORN, Inc.
|
||
By:
|
/s/ Deepak Sharma
|
|
Name: Deepak Sharma
|
||
Title: President
|
ARNA GLOBAL, LLC
|
TAKNIKI COMMUNICATION (India) PRIVATE
LIMITED
|
1.
|
The Developer shall complete the development of the Software according to the milestones described on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall be delivered to the Client by
MARCH 31, 2016
(the “Delivery Date”).
|
2.
|
For a period of
SIX MONTH
after delivery of the final product, the Developer shall provide the Client attention to answer any questions or assist solving any problems with regard to the operation of the Software.
|
3.
|
Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any other support or assistance to the Developer.
|
4.
|
The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within
SIXTY DAYS
of notification of such a breach.
|
5.
|
The Developer shall provide to the Client after the Delivery Date, a cumulative
THIRTY DAYS
of training with respect to the operation of the Software if requested by the Client.
|
1.
|
If the Software as delivered does not conform with the Specifications, the Client shall within
SIXTY DAYS
of the Delivery Date notify the Developer in writing of the ways in which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity.
|
2.
|
The Client shall provide to the Developer written notice of its finding that the Software conforms to the Specifications within
SIXTY DAYS
days of the Delivery Date (the “Acceptance Date”) unless it finds that the Software does not conform to the Specifications as described in Section 2(A) herein.
|
1.
|
Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.
|
2.
|
The Software will not violate the intellectual property rights of any other party.
|
3.
|
For a period of
THREE YEARS
after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.
|
/s/ Sachin Mandloi
|
26
th
January 2015
|
|
SACHIN
MANDLOI
|
||
CEO
|
||
ARNA GLOBAL, LLC
|
||
/s/ Deepak Sharma
|
26
th
January 2015
|
|
DEEPAK
SHARMA
|
||
PRESIDENT
|
Deliver Date
|
Milestone
|
February 15,2015
|
Proof of Concept Planning including Hardware, Software, Servers and Infrastructure Planning.
|
March 31, 2015
|
Working Prototype with System Basic Functionality including PNR Creation, Transaction Management, Master Data Management and Process Workflow including Features for Account Management and Credit Management (Deposit/Transfers). In-built, Cancellation, Invoices and Complete Accounting functions.
|
April 30,2015
|
Complete PNR Functionality, Aggregation of Search and Real time Fare Display with Supplier API Integration. In-built, Cancellation, Invoices and Complete Accounting functions.
|
May 31, 2015
|
Low Cost Carrier (LCC) API Integration, Enabling the search results to source lowest airfares from 700+ airlines across the globe in addition to Low Cost Airlines on single platform.
|
June 30, 2015
|
White Label Solutions for extended Partners. Issue Air Tickets, Hotel and Holiday vouchers with Extended partners Logo or Agency name. Allow XML Solutions for Partners via Web services (API) with the consolidated On-line Flights inventory through API (Application Programmable Interface). Completely branded and responsive website which allows Functions or Capability to support Build your Brand use case
-
Partners website and booking engine (optimized for search).
|
July 31, 2015
|
Robust tracking and reporting, Extensive Reporting Capabilities to view transactions and your customer trends. Facility to access Dynamic Real Time Inventory & Pricing from the Airlines
|
August 31, 2015
|
Enhanced Reporting Capability within Accounting Management with collection of Statutory Data ( Service Tax, TDS etc.) and Automatic transfer of Data load into Accounting system with Reconciliation of Supplier Data.
|
September 30, 2015
|
Working Prototype and Proof of concept of Indian Railway Ticketing System, PNR Search, Seat Availability Train route etc.
|
October 31, 2015
|
Working System on Single Platform with IRCTC
-
API Integration, Credit/Debit Management from Single Master Account for various offerings of product to channel partner (Agent). Automated Accounting and Reconciliations System.
|
Arna Global LLC
|
Exhibit 10.3
|
514 Lothian Way
|
|
Abingdon, MD 21009
|
|
Re:
|
Amendment to Software Licensing Agreement between Sunalpha Green Technologies Private Limited and Arna Global, LLC entered into April 1, 2015
|
SUNALPHA GREEN TECHNOLOGIES
|
||
PRIVATE LIMITED
|
||
By:
|
/s/ Deepak Sharma
|
|
Name:
|
Deepak Sharma
|
|
Title:
|
President and Managing Director
|
ARNA GLOBAL, LLC
|
|
By:
|
/s/ Deepak Sharma
|
Name:
|
Deepak Sharma
|
Title:
|
President
|
|
By:
|
/s/ Deepak Sharma
|
|
Name:
|
Deepak Sharma
|
||
Title:
|
President
|
LogiCore Strategies, LLC
|
|||
By:
|
/s/ Richard J. Shaw, President
|
||
Name:
|
Richard J. Shaw | ||
Title:
|
President
|