☒
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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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Emerging growth company
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☒
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Part I
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Financial Information
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Item 1
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Unaudited Condensed Consolidated Financial Statements
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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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||||||
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8
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Item 2
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16
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Item 4
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22
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Part II
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Other Information
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22
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Item 1
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22
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Item 1A
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22
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Item 2
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23
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Item 5
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23
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Item 6
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23
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23 |
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Index to Exhibits | 24 |
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First Quarter Ended
June 30, |
|||||||
|
2017
|
2016
|
||||||
Net revenue
|
$
|
108,542
|
$
|
94,242
|
||||
Cost of revenue
|
19,886
|
68,946
|
||||||
Gross profit
|
88,656
|
25,296
|
||||||
Operating expenses
|
||||||||
Selling, general, and administrative expenses
|
176,177
|
48,167
|
||||||
Legal and consulting expenses
|
47,623
|
76,968
|
||||||
Income (loss) from operations
|
(135,144
|
)
|
(99,839
|
)
|
||||
Other income (expense)
|
||||||||
Depreciation and amortization
|
(118,904
|
)
|
(49,504
|
)
|
||||
Interest expense
|
(60,494
|
)
|
(34,390
|
)
|
||||
Total other income (expense)
|
(179,398
|
)
|
(83,894
|
)
|
||||
Income (loss) before income tax expense
|
(314,542
|
)
|
(183,733
|
)
|
||||
Income tax benefit (expense)
|
92,000
|
53,688
|
||||||
Net income (loss)
|
(222,542
|
)
|
$
|
(130,045
|
)
|
|||
Basic income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Diluted income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Basic weighted average number of shares
|
80,660,849
|
76,804,914
|
||||||
Diluted weighted average number of shares
|
80,660,849
|
76,804,914
|
|
First Quarter Ended
|
|||||||
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June 30,
|
|||||||
|
2017
|
2016
|
||||||
Net income (loss)
|
$
|
(222,542
|
)
|
$
|
(130,045
|
)
|
||
Other comprehensive income (loss), net of tax
|
||||||||
Unrealized foreign currency translation income/(loss)
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(200
|
)
|
290
|
|||||
Other comprehensive income (loss), net of tax
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(200
|
)
|
290
|
|||||
Comprehensive loss
|
$
|
(222,742
|
)
|
$
|
(129,755
|
)
|
|
June 30,
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March 31,
|
||||||
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2017
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2017
|
||||||
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(Unaudited)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
983,520
|
$
|
516,707
|
||||
Accounts receivable
|
250,265
|
289,089
|
||||||
Other current assets
|
307,016
|
294,203
|
||||||
Total current assets
|
1,540,801
|
1,099,999
|
||||||
Property and equipment, net
|
12,868
|
13,236
|
||||||
Intangible assets, net
|
1,443,749
|
1,563,222
|
||||||
Deferred income taxes
|
318,809
|
226,331
|
||||||
TOTAL ASSETS
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$
|
3,316,227
|
$
|
2,902,788
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
122,563
|
$
|
175,748
|
||||
Other current liabilities
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602,680
|
460,314
|
||||||
Total current liabilities
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725,243
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636,062
|
||||||
Long term liabilities
|
||||||||
Loans payable – related party
|
0
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0
|
||||||
Convertible notes
|
2,355,120
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2,355,120
|
||||||
Total current and long term liabilities
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3,080,363
|
2,991,182
|
||||||
Stockholders’ equity (deficit):
|
||||||||
Preferred stock $.0001 par value
|
0
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0
|
||||||
Authorized shares: 10,000,000
|
||||||||
Common stock $.0001 par value
|
8,080
|
7,898
|
||||||
Authorized shares: 200,000,000
|
||||||||
Shares issued and outstanding: 80,794,914 and 78,971,581
|
||||||||
Additional paid-in capital
|
1,272,310
|
725,492
|
||||||
Accumulated other comprehensive income (loss)
|
6,532
|
6,732
|
||||||
Retained earnings (deficit)
|
(1,051,058
|
)
|
(828,516
|
)
|
||||
Total stockholders’ equity
|
235,864
|
(88,394
|
)
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
|
3,316,227
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$
|
2,902,788
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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, 2017
|
78,971,581
|
$
|
7,898
|
$
|
725,492
|
$
|
6,732
|
$
|
(828,516
|
)
|
$
|
(88,394
|
)
|
|||||||||||
Issuance of common stock
|
1,823,333
|
182
|
546,818
|
547,000
|
||||||||||||||||||||
Other comprehensive income (loss)
|
(200
|
)
|
(200
|
)
|
||||||||||||||||||||
Net income (loss)
|
(222,542
|
)
|
(222,542
|
)
|
||||||||||||||||||||
Balance at June 30, 2017
|
80,794,914
|
8,080
|
1,272,310
|
6,532
|
(1,051,058
|
)
|
235,864
|
|
First Quarter Ended
June 30, |
|||||||
|
2017
|
2016
|
||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(222,542
|
)
|
$
|
(130,045
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
118,904
|
49,504
|
||||||
Other comprehensive income (loss)
|
(200
|
)
|
290
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
38,824
|
(70,533
|
)
|
|||||
Other current assets
|
(12,813
|
)
|
8,407
|
|||||
Deferred tax asset
|
(92,478
|
)
|
(54,887
|
)
|
||||
Accounts payable and accrued expenses
|
(53,185
|
)
|
39,715
|
|||||
Other current liabilities
|
142,366
|
67,714
|
||||||
Net cash provided (used) by operating activities
|
(81,124
|
)
|
(89,835
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Change in property and equipment
|
368
|
(5,148
|
)
|
|||||
Change in intangible assets
|
569
|
7,488
|
||||||
Net cash used in investing activities
|
937
|
2,340
|
||||||
Cash flows from financing activities:
|
||||||||
Increase in common stock
|
182
|
0
|
||||||
Change in additional paid in capital
|
546,818
|
0
|
||||||
Change in loan from shareholder
|
0
|
0
|
||||||
Change in convertible notes
|
0
|
0
|
||||||
Net cash provided (used) in financing activities
|
547,000
|
0
|
||||||
Net increase (decrease) in cash and cash equivalents
|
466,813
|
(87,495
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
516,707
|
251,971
|
||||||
Cash and cash equivalents at end of period
|
$
|
983,520
|
$
|
164,476
|
||||
Supplemental cash flow information
|
||||||||
Cash paid for interest
|
$
|
0
|
$
|
0
|
||||
Income tax payments
|
$
|
0
|
$
|
0
|
1. |
Organization and the Nature of Business
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2. |
Summary of Significant Accounting Policies
|
3. |
Change in Control Transaction
|
4. |
Acquisition of Sunalpha Green Technologies Private Limited
|
5. |
Increase in Authorized Shares
|
6. |
Property and Equipment
|
|
June 30, 2017
|
March 31, 2017
|
||||||
Computer
|
$
|
21,551
|
$
|
20,782
|
||||
Furniture and Fixture
|
4,138
|
4,138
|
||||||
Office Equipment
|
6,538
|
5,768
|
||||||
Software License
|
768
|
244
|
||||||
Total
|
32,995
|
30,933
|
||||||
Accumulated depreciation
|
(20,127
|
)
|
(17,697
|
)
|
||||
Fixed assets, net
|
$
|
12,868
|
$
|
13,236
|
7. |
Intangible Assets
|
|
June 30, 2017
|
March 31, 2017
|
||||||
API Access
|
$
|
130,850
|
$
|
129,876
|
||||
Software
|
1,651,000
|
1,651,000
|
||||||
Total
|
1,781,850
|
1,780,876
|
||||||
Accumulated amortization
|
(338,101
|
)
|
(217,654
|
)
|
||||
Intangible assets, net
|
$
|
1,443,749
|
$
|
1,021,226
|
Years ended March 31
|
2018
|
2019
|
2020
|
2021
|
2022
|
|||||||||||||||
Estimated amortization expense
|
$
|
256,946
|
$
|
342,594
|
$
|
342,594
|
$
|
342,594
|
$
|
116,644
|
8. |
Tax Recovery Charges
|
9. |
Related Party Transactions
|
i. |
Convertible Notes
|
ii. |
Loans Payable - Related Party
|
iii. |
Guarantee
|
10. |
Convertible Notes
|
11. |
Stockholder’s Equity
|
12. |
Income Tax
|
13. |
New Accounting Pronouncements
|
i.
|
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date for ASU 2014-09 by one year. For public entities, the guidance in ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods), and for all other entities, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Preliminarily, the Company plans to adopt Topic 606 using the retrospective transition method, and is continuing to evaluate the impact its pending adoption of Topic 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time.
|
ii.
|
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and (9) Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim reporting periods within fiscal years beginning after December 15, 2019. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures.
|
iii.
|
In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 creates a new ASC 842 "Leases" to replace the previous ASC 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to the previous model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim reporting periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
|
iv
|
In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control.” The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim reporting periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
|
v
|
In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
|
14. |
Net Income (Loss) Per Share
|
|
First Quarter Ended June 30,
|
|||||||
|
2017
|
2016
|
||||||
Basic net income (loss) per share:
|
||||||||
Net income (loss) applicable to common shares
|
$
|
(222,542
|
)
|
$
|
(130,045
|
)
|
||
Weighted average common shares outstanding
|
80,660,849
|
76,804,914
|
||||||
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
|
$
|
(222,542
|
)
|
$
|
(130,045
|
)
|
||
Weighted average common shares outstanding
|
80,660,849
|
76,804,914
|
||||||
Dilutive effects of convertible debt
|
-
|
-
|
||||||
Weighted average common shares, assuming dilutive effect of convertible
debt |
80,660,849
|
76,804,914
|
||||||
Diluted net income (loss) per share of common stock
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
15. |
Commitments
|
16. |
Subsequent Events
|
|
First Quarter Ended
June 30, |
|||||||
|
2017
|
2016
|
||||||
Net revenue
|
$
|
108,542
|
$
|
94,242
|
||||
Cost of revenue
|
19,886
|
68,946
|
||||||
Gross profit
|
88,656
|
25,296
|
||||||
Operating expenses
|
||||||||
Selling, general, and administrative expenses
|
176,177
|
48,167
|
||||||
Legal and consulting expenses
|
47,623
|
76,968
|
||||||
Income (loss) from operations
|
(135,144
|
)
|
(99,839
|
)
|
||||
Other income (expense)
|
||||||||
Depreciation and amortization
|
(118,904
|
)
|
(49,504
|
)
|
||||
Interest expense
|
(60,494
|
)
|
(34,390
|
)
|
||||
Total other income (expense)
|
(179,398
|
)
|
(83,894
|
)
|
||||
Income (loss) before income tax expense
|
$
|
(314,542
|
)
|
$
|
(183,733
|
)
|
||
Income tax benefit
|
92,000
|
53,688
|
||||||
Net income (loss)
|
(222,542
|
)
|
$
|
(130,045
|
)
|
|||
Basic income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Diluted income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Basic weighted average number of shares
|
80,660,849
|
76,804,914
|
||||||
Diluted weighted average number of shares
|
80,660,849
|
76,804,914
|
Three Months Ended
|
||||||||
June 30,
|
June 30,
|
|||||||
2017
|
2016
|
|||||||
Cash Provided by (Used in):
|
||||||||
Operating Activities
|
$
|
(81,124
|
)
|
$
|
(89,835
|
)
|
||
Investing Activities
|
937
|
2,340
|
||||||
Financing Activities
|
547,000
|
0
|
Quarter Ended June 30,
|
||
2017
|
2016
|
|
Gross Bookings
1
|
$8,903,079
|
$1,252,995
|
Revenue Margin
2
|
1.2%
|
7.5%
|
· |
The company did not engage in any general solicitation or advertising;
|
· |
The investors had a pre-existing, substantive relationship with the Company’s 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 securities.
|
Date: August 14, 2017
|
|
|
TripBorn, Inc.
|
|||
|
|
By:
|
|
/s/ RICHARD J. SHAW
|
||
|
|
|
Richard J. Shaw
|
|||
|
|
|
Chief Financial Officer, Principal Financial Officer, and Authorized Officer
|
Exhibit
Number
|
Description
|
||
31
|
.1
|
||
31
|
.2
|
|
|
32
|
.1
|
|
|
32
|
.2
|
||
10
|
.1
|
||
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
|
Re: |
Note Purchase Agreement, dated as of February 2, 2016 (the “
Note Purchase Agreement
”), by and among TripBorn, Inc. (the “
Company
”) and the persons and entities listed on the schedule of investors attached thereto as
Schedule I
(each an “
Investor
” and, collectively, the “
Investors
”)
|
Respectfully
|
||
TRIPBORN, INC.
|
||
By:
|
||
Name:
|
Deepak Sharma
|
|
Title:
|
President
|
Date to Effect Conversion:
|
|||||
Principal Amount of Note to be Converted:
|
|||||
Note Shares:
|
|||||
Signature:
|
|||||
Name:
|
|||||
Delivery Instructions:
|
Maker:
|
TRIPBORN, INC.
|
Payee:
|
[INVESTOR NAME]
|
Date of Note:
|
[DATE OF NOTE]
|
TRIPBORN, INC.
|
||
By:
|
|
|
Name:
|
Deepak Sharma
|
|
Title:
|
President
|
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: August 14, 2017
|
/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: August 14, 2017
|
/s/ Richard J. Shaw
|
|
Richard J. Shaw
|
|
Treasurer and Chief Financial Officer
|
/s/ Deepak Sharma
|
|
Deepak Sharma
|
|
President and Chief Executive Officer
|
|
August 14, 2017
|
/s/ Richard J. Shaw
|
|
Richard J. Shaw
|
|
Treasurer and Chief Financial Officer
|
|
August 14, 2017
|