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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
☐
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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
|
|
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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Accelerated filer
|
☐
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Non-accelerated filer
|
☐ (Do not check if a smaller reporting company)
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Smaller reporting company
|
☒
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Part I
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Financial Information
|
|||
Item 1
|
Consolidated Financial Statements
|
|||
|
3
|
|
||
|
4
|
|
||
|
5
|
|
||
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6
|
|
||
7
|
||||
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8
|
|
||
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15
|
|
||
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22
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|
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Part II
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Other Information
|
22
|
||
|
22
|
|
||
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22
|
|
||
|
33
|
|
||
34
|
||||
|
34
|
|
||
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34
|
|
|
Third Quarter Ended
December 31, |
Nine Months Ended
December 31, |
|||
|
2016
|
2015
|
2016
|
2015
|
|
Net revenue
|
$148,387
|
$40,517
|
$405,189
|
$137,732
|
|
Cost of revenue
|
73,271
|
4,361
|
272,876
|
26,906
|
|
Gross profit
|
75,116
|
36,156
|
132,313
|
110,826
|
|
Operating expenses
|
|||||
Selling, general, and administrative expenses
|
112,750
|
41,581
|
253,996
|
120,697
|
|
Legal and consulting expenses
|
56,110
|
0
|
206,171
|
0
|
|
Income (loss) from operations
|
(93,744)
|
(5,425)
|
(327,854)
|
(9,871)
|
|
Other income (expense)
|
|||||
Depreciation and amortization
|
(51,809)
|
0
|
(153,557)
|
(728)
|
|
Interest expense
|
(37,068)
|
0
|
(108,526)
|
0
|
|
Total other income (expense)
|
(88,877)
|
0
|
(262,083)
|
(728)
|
|
Income (loss) before income tax expense
|
(182,621)
|
(5,425)
|
(589,937)
|
(10,599)
|
|
Income tax benefit (expense)
|
55,260
|
0
|
152,017
|
0
|
|
Net income (loss)
|
$(127,361)
|
$(5,425)
|
$(437,920)
|
$(10,599)
|
|
Basic income (loss) per share
|
$(0.00)
|
$(0.00)
|
$(0.01)
|
$(0.00)
|
|
Diluted income (loss) per share
|
$(0.00)
|
$(0.00)
|
$(0.01)
|
$(0.00)
|
|
Basic weighted average number of shares
|
76,816,272
|
5,696,183
|
76,816,272
|
5,696,183
|
|
Diluted weighted average number of shares
|
76,816,272
|
5,696,183
|
76,816,272
|
5,696,183
|
|
Third Quarter Ended
December 31, |
Nine Months Ended
December 31, |
|||
|
2016
|
2015
|
2016
|
2015
|
|
Net income (loss)
|
$(127,361)
|
$(5,425)
|
$(437,920)
|
$(10,599)
|
|
Other comprehensive income (loss), net of tax
|
|||||
Unrealized foreign currency translation
income / (loss) |
501
|
24
|
457
|
(873)
|
|
Other comprehensive income (loss), net of tax
|
501
|
24
|
457
|
(873)
|
|
Comprehensive loss
|
$(126,860)
|
$(5,401)
|
$(437,463)
|
$(11,472)
|
|
December 31,
|
March 31,
|
||||||
|
2016
|
2016
|
||||||
|
(Unaudited)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
576,015
|
$
|
251,971
|
||||
Accounts receivable
|
304,413
|
117,379
|
||||||
Other current assets
|
112,344
|
72,981
|
||||||
Total current assets
|
992,772
|
442,331
|
||||||
Property and equipment, net
|
15,523
|
10,207
|
||||||
Intangible assets, net
|
1,608,993
|
1,077,226
|
||||||
Deferred income taxes
|
168,232
|
33,680
|
||||||
TOTAL ASSETS
|
$
|
2,785,520
|
$
|
1,563,444
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
230,524
|
$
|
55,744
|
||||
Other current liabilities
|
242,255
|
35,753
|
||||||
Total current liabilities
|
472,779
|
91,497
|
||||||
Long term liabilities
|
||||||||
Loans payable – related party
|
0
|
23,958
|
||||||
Convertible notes
|
2,342,697
|
1,500,482
|
||||||
Total current and long term liabilities
|
2,815,476
|
1,615,937
|
||||||
Stockholders’ equity (deficit):
|
||||||||
Preferred stock $.0001 par value
|
0
|
0
|
||||||
Authorized shares: 10,000,000
|
||||||||
Common stock $.0001 par value
|
7,834
|
7,681
|
||||||
Authorized shares: 200,000,000
|
||||||||
Shares issued and outstanding: 78,338,247 and 76,804,914
|
||||||||
Additional paid-in capital
|
535,555
|
75,708
|
||||||
Accumulated other comprehensive income (loss)
|
10,167
|
9,710
|
||||||
Retained earnings (deficit)
|
(583,512
|
)
|
(145,592
|
)
|
||||
Total stockholders’ equity (deficit)
|
(29,956
|
)
|
(52,493
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
2,785,520
|
$
|
1,563,444
|
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
|
)
|
|||||||||||
Issuance of common stock
|
1,533,333
|
$
|
153
|
$
|
459,847
|
$
|
460,000
|
|||||||||||||||||
Other comprehensive income (loss)
|
$
|
457
|
$
|
457
|
||||||||||||||||||||
Net income (loss)
|
$
|
(437,920
|
)
|
$
|
(437,920
|
)
|
||||||||||||||||||
Balance at December 31, 2016
|
78,338,247
|
$
|
7,834
|
$
|
535,555
|
$
|
10,167
|
$
|
(583,512
|
)
|
$
|
(29,956
|
)
|
|
Nine Months Ended
December 31, |
|||||||
|
2016
|
2015
|
||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(437,920
|
)
|
$
|
(10,599
|
)
|
||
Adjustments to reconcile net income (loss) to net cash used in operating
activities: |
||||||||
Depreciation and amortization
|
153,557
|
728
|
||||||
Other comprehensive income (loss)
|
457
|
(873
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(187,034
|
)
|
12,104
|
|||||
Other current assets
|
(39,363
|
)
|
(23,484
|
)
|
||||
Deferred tax asset
|
(134,552
|
)
|
58
|
|||||
Accounts payable and accrued expenses
|
174,780
|
(1,631
|
)
|
|||||
Other current liabilities
|
206,502
|
19,840
|
||||||
Net cash used in operating activities
|
(263,573
|
)
|
(3,857
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Change in property and equipment
|
(10,365
|
)
|
5,758
|
|||||
Change in intangible assets
|
(680,275
|
)
|
(88,362
|
)
|
||||
Net cash used in investing activities
|
(690,640
|
)
|
(82,604
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Increase in common stock
|
153
|
82,941
|
||||||
Change in additional paid in capital
|
459,847
|
(1,712
|
)
|
|||||
Increase (Decrease) in loan from shareholder
|
(23,958
|
)
|
(25
|
)
|
||||
Increase in convertible notes
|
842,215
|
0
|
||||||
Net cash provided by financing activities
|
1,278,257
|
81,204
|
||||||
Net increase (decrease) in cash and cash equivalents
|
324,044
|
(5,257
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
251,971
|
23,580
|
||||||
Cash and cash equivalents at end of period
|
$
|
576,015
|
$
|
18,323
|
||||
Supplemental cash flow information
|
||||||||
Cash paid for interest
|
$
|
0
|
$
|
0
|
||||
Income tax payments
|
$
|
0
|
$
|
0
|
|
December 31,
|
March 31,
|
||||||
|
2016
|
2016
|
||||||
Computer
|
20,783
|
11,634
|
||||||
Furniture & Fixture
|
$
|
4,139
|
$
|
4,125
|
||||
Office Equipment
|
5,768
|
2,638
|
||||||
Software License
|
244
|
407
|
||||||
Total
|
30,934
|
18,804
|
||||||
Accumulated Depreciation
|
(15,411
|
)
|
(8,597
|
)
|
||||
Fixed Assets, net
|
15,523
|
10,207
|
|
December 31,
|
March 31,
|
||||||
|
2016
|
2016
|
||||||
API Access
|
129,876
|
121,455
|
||||||
Software
|
$
|
1,651,000
|
$
|
956,000
|
||||
Total
|
1,780,876
|
1,077,455
|
||||||
Accumulated amortization
|
(171,883
|
)
|
(229
|
)
|
||||
Intangible assets, net
|
1,608,993
|
1,077,226
|
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 is effective beginning December 31, 2016. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.
|
ii. |
In May 2014, FASB issued Accounting Standard Update, (“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.
In August 2015, the FASB issued an ASU deferring the effective date of the revenue standard so it would be effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption prohibited before December 15, 2016. We are in the process of evaluating the impact of the adoption of this new guidance on our 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 ASU eliminates the concept of extraordinary items from U.S. GAAP. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required an entity to separately classify, present and disclose extraordinary events and transactions. The amendments in this ASU 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 or 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. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.
|
|
Third Quarter Ended
December 31, |
Nine Months Ended
December 31, |
|||
|
2016
|
2015
|
2016
|
2015
|
|
Basic net income (loss) per share:
|
|||||
Net income (loss) applicable to common shares
|
$(127,361)
|
$(5,425)
|
$(437,920)
|
$(10,599)
|
|
Weighted average common shares outstanding
|
76,816,272
|
5,696,183
|
76,816,272
|
5,696,183
|
|
Basic net income (loss) per share of common stock
|
$(0.00)
|
$(0.00)
|
$(0.01)
|
$(0.00)
|
|
Diluted net income (loss) per share:
|
|||||
Net income (loss) applicable to common shares
|
$(127,361)
|
$(5,425)
|
$(460,654)
|
$(10,599)
|
|
Weighted average common shares outstanding
|
76,816,272
|
5,696,183
|
76,816,272
|
5,696,183
|
|
Dilutive effects of convertible debt
|
|||||
Weighted average common shares, assuming
dilutive effect of convertible debt |
76,816,272
|
5,696,183
|
76,816,272
|
5,696,183
|
|
Diluted net income (loss) per share of common
stock |
$(0.00)
|
$(0.00)
|
$(0.01)
|
$(0.00)
|
|
Third Quarter Ended
December 31, |
Third Quarter Ended
December 31, |
|||
|
2016
|
2015
|
2016
|
2015
|
|
Net revenue
|
$148,387
|
$40,517
|
$405,189
|
$137,732
|
|
Cost of revenue
|
73,271
|
4,361
|
272,876
|
26,906
|
|
Gross profit
|
75,116
|
36,156
|
132,313
|
110,826
|
|
Operating expenses
|
|||||
Selling, general, and administrative expenses
|
112,750
|
41,581
|
253,996
|
120,697
|
|
Legal and consulting expenses
|
56,110
|
0
|
206,171
|
0
|
|
Income (loss) from operations
|
(93,744)
|
(5,425)
|
(327,854)
|
(9,871
|
|
Other income (expense)
|
|||||
Depreciation and amortization
|
(51,809)
|
0
|
(153,557)
|
(728)
|
|
Interest expense
|
(37,068)
|
0
|
(108,526)
|
0
|
|
Total other income (expense)
|
(88,877)
|
0
|
(262,083)
|
(728)
|
|
Income (loss) before income tax expense
|
(182,621)
|
(5,425)
|
(589,937)
|
(10,599)
|
|
Income tax benefit (expense)
|
55,260
|
0
|
152,017
|
0
|
|
Net income (loss)
|
$(127,361)
|
$(5,425)
|
$(437,920)
|
$(10,599)
|
Nine Months Ended
|
|||||||
December 31,
|
December 31,
|
||||||
2016
|
2015
|
||||||
Cash Provided by (Used in):
|
|||||||
Operating Activities
|
$
|
(263,573
|
)
|
$
|
(3,857
|
)
|
|
Investing Activities
|
(690,640
|
)
|
(82,604
|
)
|
|||
Financing Activities
|
1,278,257
|
81,204
|
Quarter Ended December 31
|
Nine Months Ended
December 31
|
||||
2016
|
2015
|
2016
|
2015
|
||
Gross
Bookings 1 |
$2,394,253
|
$465,397
|
$5,581,647
|
$1,509,233
|
|
Revenue
Margin 2 |
6.2%
|
8.7%
|
7.3%
|
9.1%
|
· |
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.
|
· |
The company did not engage in any general solicitation or advertising;
|
· |
The investors had a pre-existing, substantive relationship with our executive officers and directors Deepak Sharma and Sachin Mandloi;
|
· |
The investors are 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 for their own account, and not with a view to distribute the shares.
|
Date: February 14, 2017
|
TripBorn, Inc.
|
|
By:
|
/s/ RICHARD J. SHAW
|
|
Richard J. Shaw
|
||
Chief Financial Officer, Principal Financial Officer,
and Authorized Officer
|
Exhibit
Number |
Description
|
||
10
|
.1
|
10% convertible note, dated December 31, 2016 issued to 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
|
.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101
|
.INS
|
XBRL Instance Document
|
|
101
|
.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101
|
.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
101
|
.SCH
|
XBRL Taxonomy Extension Schema Linkbase
|
|
101
|
.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
$695,000
|
December 31, 2016
|
TripBorn, Inc.
a Delaware corporation
|
||
By:
|
/s/ Deepak Sharma
|
|
Name:
|
Deepak Sharma
|
|
Title
|
President
|
|
Address:
812, Venus Atlantis Corporate Park, Nr.
Prahalad Nagar Garden, Satellite City,
Ahmedabad
|
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):
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(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
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(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.
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Date: February 14, 2017
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/s/ Deepak Sharma
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Deepak Sharma
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President and Chief Executive Officer
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1. |
I have reviewed this quarterly report on Form 10-Q of TripBorn, Inc.;
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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;
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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;
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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:
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(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;
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(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
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(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
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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
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(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.
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|
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Date: February 14, 2017
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/s/ Richard J. Shaw
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Richard J. Shaw
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Chief Financial Officer
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/s/ Deepak Sharma
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Deepak Sharma
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President and Chief Executive Officer
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February 14, 2017
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/s/ Richard J. Shaw
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Richard J. Shaw
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Chief Financial Officer
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February 14, 2017
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