☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-2447426
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Part I
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Financial Information
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||||
2
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|||||
3
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|||||
4
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|||||
5
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|||||
6
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|||||
7
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|||||
14
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|||||
19
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|||||
19
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|||||
19
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|||||
19
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|||||
29
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|||||
29
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|||||
30
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|||||
Signature | 31 |
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First Quarter Ended
June 30, |
|||||||
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2016
|
2015
|
||||||
Net revenue
|
$
|
94,242
|
$
|
57,404
|
||||
Cost of revenue
|
68,946
|
15,955
|
||||||
Gross profit
|
25,296
|
41,449
|
||||||
Operating expenses
|
||||||||
Selling, general, and administrative expenses
|
48,167
|
43,282
|
||||||
Legal and consulting expenses
|
76,968
|
0
|
||||||
Income (loss) from operations
|
(99,839
|
)
|
(1,833
|
)
|
||||
Other income (expense)
|
||||||||
Depreciation and amortization
|
(49,504
|
)
|
(728
|
)
|
||||
Interest expense
|
(34,390
|
)
|
0
|
|||||
Total other income (expense)
|
(83,894
|
)
|
(728
|
)
|
||||
Income (loss) before income tax expense
|
(183,733
|
)
|
(2,561
|
)
|
||||
Income tax benefit (expense)
|
53,688
|
0
|
||||||
Net income (loss)
|
$
|
(130,045
|
)
|
$
|
(2,561
|
)
|
||
Basic income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Diluted income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Basic weighted average number of shares
|
76,804,914
|
1,298,701
|
||||||
Diluted weighted average number of shares
|
76,804,914
|
1,298,701
|
|
First Quarter Ended
|
|||||||
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
Net income (loss)
|
$
|
(130,045
|
)
|
$
|
(2,561
|
)
|
||
Other comprehensive income (loss), net of tax
|
||||||||
Unrealized foreign currency translation income/(loss)
|
290
|
(858
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
290
|
(858
|
)
|
|||||
Comprehensive loss
|
$
|
(129,755
|
)
|
$
|
(3,419
|
)
|
|
June 30,
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March 31,
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||||||
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2016
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2016
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||||||
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(Unaudited)
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|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
164,478
|
$
|
251,971
|
||||
Accounts receivable
|
187,912
|
117,379
|
||||||
Other current assets
|
64,572
|
72,981
|
||||||
Total current assets
|
416,962
|
442,331
|
||||||
Property and equipment, net
|
13,710
|
10,207
|
||||||
Intangible assets, net
|
1,021,879
|
1,077,226
|
||||||
Deferred income taxes
|
88,567
|
33,680
|
||||||
TOTAL ASSETS
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$
|
1,541,118
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$
|
1,563,444
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
95,459
|
$
|
55,744
|
||||
Other current liabilities
|
103,467
|
35,753
|
||||||
Total current liabilities
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198,926
|
91,497
|
||||||
Long term liabilities
|
||||||||
Loans payable – related party
|
23,958
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23,958
|
||||||
Convertible notes
|
1,500,482
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1,500,482
|
||||||
Total current and long term liabilities
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1,723,366
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1,615,937
|
||||||
Stockholders’ equity (deficit):
|
||||||||
Preferred stock $.0001 par value
|
0
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0
|
||||||
Authorized shares: 10,000,000
|
||||||||
Common stock $.0001 par value
|
7,681
|
7,681
|
||||||
Authorized shares: 200,000,000
|
||||||||
Shares issued and outstanding: 76,804,914 and 76,804,914
|
||||||||
Additional paid-in capital
|
75,708
|
75,708
|
||||||
Accumulated other comprehensive income (loss)
|
10,000
|
9,710
|
||||||
Retained earnings (deficit)
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(275,637
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)
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(145,592
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)
|
||||
Total stockholders’ equity
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(182,248
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)
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(52,493
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
|
1,541,118
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$
|
1,563,444
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Common Stock
|
|||||||||||||||||||||||
Shares
|
Amount
|
Additional
paid-in capital |
Accumulated
other comprehensive income |
Retained
earnings (deficit) |
Total
stockholder’s equity (deficit) |
||||||||||||||||||
Balance at March 31, 2016
|
76,804,914
|
$
|
7,681
|
$
|
75,708
|
$
|
9,710
|
$
|
(145,592
|
)
|
$
|
(52,493
|
)
|
||||||||||
Other comprehensive income (loss)
|
$
|
290
|
$
|
290
|
|||||||||||||||||||
Net income (loss)
|
$
|
(130,045
|
)
|
$
|
(130,045
|
)
|
|||||||||||||||||
Balance at June 30, 2016
|
76,804,914
|
$
|
7,681
|
$
|
75,708
|
$
|
10,000
|
$
|
(275,637
|
)
|
$
|
(182,248
|
)
|
|
First Quarter Ended
June 30, |
|||||||
|
2016
|
2015
|
||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(130,045
|
)
|
$
|
(2,561
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided by operating
activities: |
||||||||
Depreciation and amortization
|
49,504
|
728
|
|
|||||
Other comprehensive income (loss)
|
290
|
(858
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
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(70,533
|
)
|
4,638
|
|||||
Other current assets
|
8,407
|
(9,336
|
)
|
|||||
Deferred tax asset
|
(54,887
|
)
|
17
|
|||||
Accounts payable and accrued expenses
|
39,715
|
(923
|
)
|
|||||
Other current liabilities
|
67,714
|
4,586
|
||||||
Net cash provided (used) by operating activities
|
(89,835
|
)
|
(3,709
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Change in property and equipment
|
(5,148
|
)
|
8,473
|
|||||
Change in intangible assets
|
7,488
|
(12,536
|
)
|
|||||
Net cash used in investing activities
|
2,340
|
(4,063
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Increase in common stock
|
0
|
1,442
|
||||||
Change in additional paid in capital
|
0
|
(1,712
|
)
|
|||||
Change in loan from shareholder
|
0
|
(2,801
|
)
|
|||||
Change in convertible notes
|
0
|
0
|
||||||
Net cash provided (used) in financing activities
|
0
|
(3,071
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(87,495
|
)
|
(10,843
|
)
|
||||
Cash and cash equivalents at beginning of period
|
251,971
|
24,406
|
||||||
Cash and cash equivalents at end of period
|
$
|
164,476
|
$
|
13,563
|
||||
Supplemental cash flow information
|
||||||||
Cash paid for interest
|
$
|
0
|
$
|
0
|
||||
Income tax payments
|
$
|
0
|
$
|
0
|
|
June 30,
|
March 31,
|
||||||
|
2016
|
2016
|
||||||
Computer
|
$
|
14,300
|
$
|
11,634
|
||||
Furniture & Fixture
|
4,125
|
4,125
|
||||||
Office Equipment
|
5,120
|
2,638
|
||||||
Software License
|
407
|
407
|
||||||
Total
|
23,952
|
18,804
|
||||||
Accumulated Depreciation
|
(10,242
|
)
|
(8,597
|
)
|
||||
Property and Equipment, net
|
13,710
|
10,207
|
|
June 30,
|
March 31,
|
||||||
|
2016
|
2016
|
||||||
API Access
|
$
|
114,005
|
$
|
121,455
|
||||
Software
|
956,000
|
956,000
|
||||||
Total
|
1,070,005
|
1,077,455
|
||||||
Accumulated amortization
|
(48,126
|
)
|
(229
|
)
|
||||
Intangible assets, net
|
1,021,879
|
1,077,226
|
|
First Quarter Ended June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
||||||||
Basic net income (loss) per share:
|
||||||||
Net income (loss) applicable to common shares
|
$
|
(130,045
|
)
|
$
|
(2,561
|
)
|
||
Weighted average common shares outstanding
|
76,804,914
|
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
|
$
|
(130,045
|
)
|
$
|
(2,561
|
)
|
||
Weighted average common shares outstanding
|
76,804,914
|
1,298,701
|
||||||
Dilutive effects of convertible debt
|
||||||||
Weighted average common shares, assuming dilutive effect of convertible debt
|
76,804,914
|
1,298,701
|
||||||
Diluted net income (loss) per share of common stock
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
First Quarter Ended
June 30, |
|||||||
|
2016
|
2015
|
||||||
Net revenue
|
$
|
94,242
|
$
|
57,404
|
||||
Cost of revenue
|
68,946
|
15,955
|
||||||
Gross profit
|
25,296
|
41,449
|
||||||
Operating expenses
|
||||||||
Selling, general, and administrative expenses
|
48,167
|
43,282
|
||||||
Legal and consulting expenses
|
76,968
|
0
|
||||||
Income (loss) from operations
|
(99,839
|
)
|
(1,833
|
)
|
||||
Other income (expense)
|
||||||||
Depreciation and amortization
|
(49,504
|
)
|
(728
|
)
|
||||
Interest expense
|
(34,390
|
)
|
0
|
|||||
Total other income (expense)
|
(83,894
|
)
|
(728
|
)
|
||||
Income (loss) before income tax expense
|
$
|
(183,733
|
)
|
$
|
(2,561
|
)
|
||
Income tax benefit
|
53,688
|
0
|
||||||
Net income (loss)
|
$
|
(130,045
|
)
|
$
|
(2,561
|
)
|
||
Basic income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Diluted income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Basic weighted average number of shares
|
76,804,914
|
1,298,701
|
||||||
Diluted weighted average number of shares
|
76,804,914
|
1,298,701
|
· |
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.
|
· |
We raised $350,000 in the last quarter of fiscal 2016 and an additional $150,000 in the second quarter of fiscal 2017 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.
|
· |
We issued convertible notes to affiliates totaling $1,150,483 in the fourth quarter of fiscal 2016. 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.
|
Quarter Ended June 30,
|
||
2016
|
2015
|
|
Gross Bookings
1
|
$1,252,995
|
$535,292
|
Revenue Margin
2
|
7.5%
|
10.7%
|
· | 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 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; |
· | 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; |
· | our ability to build or acquire the required technology; |
· | the general condition of the global and Indian economy and continued growth in demand for travel services, particularly online; |
· | 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 |
· | the growth of the internet as a medium for commerce in India. |
Date: September 23, 2016
|
TripBorn, Inc.
|
||
By:
|
/s/
Richard J. Shaw
|
||
|
Richard J. Shaw
|
||
|
Chief Financial Officer (Principal Financial Officer
and Authorized Officer) |
Exhibit
Number
|
Description
|
||
10
|
.1*
|
|
TripBorn, Inc. 2016 Stock Incentive Plan, filed with our registration statement on Form S-1 (File No. 333-210821) on April 18, 2016.
|
10
|
.2*
|
|
Form of Nonqualified Stock Option Award Notice under the TripBorn, Inc. 2016 Stock Incentive Plan, filed with our registration statement on Form S-1 (File No. 333-210821) on April 18, 2016.
|
10
|
.3*
|
Consulting Agreement, effective May 24, 2016 between TripBorn, Inc. and LogiCore Strategies, LLC, filed with amendment number 1 to our registration statement on Form S-1 (File No. 333-210821) on July 19, 2016.
|
|
10
|
.4
|
Software Development Agreement, dated September 23, 2016, between TripBorn, Inc. and Takniki Communications
|
|
31
|
.1
|
Certification of TripBorn, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of TripBorn, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32
|
.1
|
|
Certification of TripBorn, Inc. Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32
|
.2
|
Certification of TripBorn, Inc. Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101
|
.INS
|
XBRL Instance Document
|
|
101
|
.SCH
|
XBRL Taxonomy Extension Schema
|
|
101
|
.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101
|
.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101
|
.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101
|
.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
* | Indicates a management contract or compensatory plan, contract or arrangement. |
TripBorn, Inc.
|
TAKNIKI COMMUNICATIONS (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 DECEMBER 31, 2016 (the “Delivery Date”). |
2. | For a period of SIX MONTHS 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 to 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 of the Delivery Date (the “Acceptance Date”) unless it finds that the Software does not conform to the Specifications as described in Section 1(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 TWO 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. |
TAKNIKI COMMUNICATION (INDIA) PRIVATE LIMITED
|
|||
/s/ Sachin Mandloi
|
September 23, 2016
|
||
SACHIN MANDLOI
CEO |
|||
TRIPBORN, INC.
|
|||
/s/ Deepak Sharma
|
September 23, 2016
|
||
DEEPAK SHARMA
PRESIDENT AND CHIEF EXECUTIVE OFFICER |
· | Enable transactional data points access or data repository for data analytics |
· | Enhanced data analytics capabilities for customer engagement, transactions and customer trends, including sensor data to enable customer engagement outside of tripborn.com |
· | Deploy data sensors to collect data points for rail transactions for data analytics and feed |
· | Automated accounting and reconciliations system to conform revenue recognition under generally accepted accounting principles in the United States laws pertaining to Accounting Standards Codification 605-45-45 |
· | Enhanced reporting capability within accounting management to support GST (Goods and Service Tax) changes according to a new law that has been passed by the Indian Parliamentwith respect to the collection of statutory data (Service Tax, TDS etc.) and automatic transfer of data load into accounting system with reconciliation of supplier data. |
· | Enhance search functionality to White Label partners and Corporates to source lowest airfares from airlines across the globe in addition to low cost airlines on single platform or window that includes the ability to choose the supplier and set up the master data for their agents or network partners for sourcing |
· | Enable Tripborn.com for SOTO/SITO/SOTI/SITI supplier’s inventories to transact and aggregate on single platform which enables most economical sourcing to reduce the time required for searching competitive airfares |
· | Ticketing capability with respect to the Railway and airlines across the globe through multiple devices and browsers. Railway digital certificate plug and play functionality to support available internet browsers. |
· | Integration with Galileo Universal API for international ticketing and low cost carriers that are available through GDS, ensuring that all special service requests (SSR) are implemented for the same (i.e. infant tickets, wheel chairs, changes, etc.) |
· | Option to block PNR on time, and online booking of those tickets, backend functionality to queue the tickets to various suppliers |
· | Implement the Online Payment Gateway functionality for agents and distributors |
· | Enable ease of payment through multiple online payment modes for booking such as NEFT, RTGS, credit cards, and debit cards, including add on for future digital wallets and cards |
· | Auto processing of cancellation or refund for rail transactions |
· | Enhanced customized branding and/or printing on e-tickets |
· | Customized markups facility for buses and airline products |
· | Enhance or provide tool to capture hotel and holiday package offline bookings on single platform |
· | MIS reports for customer trending, dashboards and key figure matrix |
· | Enable Tripborn.com to provide API/XML feed to third party for the sale of tickets inventories |
· | Enhance response time of ticket search and deploy the multi-city search functionality |
Deliver Date
|
Milestone
|
April 01,2016 to
July 31, 2016
|
·
Statutory and Compliance Requirement:
o
Automated accounting and reconciliations system to conform revenue recognition under generally accepted accounting principles in the United States laws pertaining to Accounting Standards Codification 605-45-45
o
Enhanced reporting capability within accounting management to support GST (Goods and Service Tax) changes according to a new law that has been passed by the Indian Parliament, with respect to the collection of statutory data (Service Tax, TDS etc.) and automatic transfer of data load into accounting system with reconciliation of supplier data
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April 01, 2016 to
June 30, 2016
|
·
New Functionality – International Ticketing with GDS (Galileo)
o
Integration with Galileo Universal API for international ticketing and low cost carriers that are available through GDS, ensuring that all special service requests (SSR) are implemented for the same (i.e. infant tickets, wheel chairs, changes, etc.)
o
Option to block PNR on time, and online booking of those tickets, backend functionality to queue the tickets to various suppliers
|
April 01, 2016 to
September 30,
2016
|
·
Improvement or efficiency requirement for booking engine that includes
o
Auto processing of cancellation or refund for Rail transactions
o
Enhanced customized branding and/or printing on e-tickets
o
Customized markups facility for buses and airline products
o
Enhance or provide tool to capture hotel and holiday package offline bookings on single platform
o
Enhance search functionality to White Label partners and Corporates to source lowest airfares from airlines across the globe in addition to low cost airlines on single platform or window that includes the ability to choose the supplier and set up the master data for their agents or network partners for sourcing
o
Customized markups facility for buses and airline products
o
MIS reports for customer trending, dashboards and key figure matrix
o
Enable Tripborn.com to provide API/XML feed to third party for the sale of tickets inventories
o
Enhance response time of ticket search and deploy the multi-city search functionality
o
Enhanced features for credit management (deposit/transfers) for the distributors and agents
|
June 01, 2016 to
August 31, 2016
|
·
New Functionality of Payment Gateway:
o
Enable ease of payment through multiple online payment modes for booking such as NEFT, RTGS, credit cards, and debit cards
o
Add on Available for the Digital Wallet and cards
|
September 30,
2016
|
·
System documentation as per software development life cycle documentation and deliverables
|
October 01, 2016 to
December 31, 2016
|
·
Detailed system hand-over and training to SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED technology team including configuration, modification, enhancement and documentation
|
December 31, 2016
|
·
Final changes to GST functionality based on the recommendation of committee and new draft policy by implementation committee, if any for Goods and Service Tax) changes according to new law that has been passed by the Indian Parliament which includes collection of statutory data.
|
June 01, 2016 to
November 30, 2016
|
·
Data Analytics Capability:
o
Data analytics dashboard with Railway public data to enable transactional data points access or data repository for data analytics
o
Enhanced data analytics capabilities of customer engagement, transactions and customer trends
o
Deploy data sensors to collect data points for Rail transactions for data analytics and feed
|
$695,000
|
December 31, 2016
|
TripBorn, Inc.
a Delaware corporation
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By:
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Name:
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||
Title
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||
Address:
812, Venus Atlantis Corporate Park, Nr.
Prahalad Nagar Garden, Satellite City,
Ahmedabad
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|
1.
|
I have reviewed this quarterly report on Form 10-Q of TripBorn, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: September 23, 2016
|
/s/ Deepak Sharma
|
Deepak Sharma
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TripBorn, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: September 23, 2016
|
/s/ Richard J. Shaw
|
Richard J. Shaw
|
|
Chief Financial Officer
|
/s/ Deepak Sharma
|
|
Deepak Sharma
|
|
President and Chief Executive Officer
|
|
September 23, 2016
|
/s/ Richard J. Shaw
|
|
Richard J. Shaw
|
|
Chief Financial Officer
|
|
September 23, 2016
|