UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

_______________________________________

(Mark One)

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

For the quarterly period ended December 31, 2020

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 333-210821

_________________________________________________

TripBorn, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________

(269) 274-7877

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No x

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

Large accelerated filer ¨	Accelerated filer	¨
Non-accelerated filer x	Smaller reporting company	x
	Emerging growth company	x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of the registrant’s common shares, $0.0001 par value per share, outstanding on September 30, 2021 was 132,932,159.

		Page
Part I	Financial Information	3

Item 1	Consolidated Condensed Financial Statements (Unaudited)	3

	Consolidated Condensed Balance Sheets as of December 31, 2020 (Unaudited) and March 31, 2020	3

	Consolidated Condensed Statements of Operations (Unaudited) for the Three Months Ended December 31, 2020, and 2019 (Unaudited)	4

	Consolidated Condensed Statements of Comprehensive Loss (Unaudited) for the Three Months Ended December 31, 2020, and 2019 (Unaudited)	5

	Consolidated Condensed Statements of Equity (Deficit) for the Three Months Ended December 31, 2020, and 2019 (Unaudited)	6

	Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2019 (Unaudited)	7

	Notes to Consolidated Condensed Financial Statements	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 4	Controls and Procedures	25

PART II.

Item 1	Legal Proceedings	27

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 5	Other Information	27

Item 6	Exhibits	28

Index to Exhibits		28

Signature		28

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PART I. FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

TRIPBORN, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

	December 31,			March 31,
	2020			2020
ASSETS	(UNAUDITED)
Current assets:
Cash and cash equivalents	$	364,370		$	421,909
Accounts receivable, net, and unbilled revenue		36,439			98,960
Due from related parties		-			-
Other current assets		292,228			442,264
Total current assets		693,037			963,133
Non current assets:
Intangible assets, net		14,386			25,000
Property and equipment, net		9.946			10,056
Other noncurrent assets		27.207			26,366
TOTAL ASSETS	$	744,576		$	1,024,555

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	253,099		$	295,700
Local duties and taxes		7,986			21,748
Due to related parties		1,598			1,602
Loans and convertible notes due to related parties		695,000			695,000
Interest payable		713,078			660,040
Salaries and benefits		640,618			616,082
Other current liabilities		172,037			280,395
Loans due within one year with third parties		10,417			-
Total current liabilities		2,493,833			2,570,567

Long term liabilities:
Long term portion of operating lease liabilities		-			-
Long term portion of loans and convertible notes		-			-
Other non-current liabilities		47,000			-
Total current and long-term liabilities		2,540,833			2,570,567
Commitments and contingencies (Note 14)

Preferred stock $.0001 par value		-			-
Authorized shares: 10,000,000, none issued and none outstanding
Common stock $.0001 par value		13,294			13,294
Authorized shares: 200,000,000
Shares issued and outstanding: 132,932,159 and 97,190,435
Additional paid in capital		6,585,331			6,585,331
Accumulated deficit		(8,422,453	)		(8,165,386	)
Accumulated other comprehensive income		27,569			20,749
TOTAL TRIPBORN, INC STOCKHOLDERS’ EQUITY / (DEFICIT)		(1,796,259	)		(1,546,012	)
Noncontrolling interest in consolidated entity		-			-
Total equity (deficit)		(1,796,259	)		(1,546,012	)
TOTAL LIABILITIES AND EQUITY	$	744,574		$	1,024,555

See accompanying notes to consolidated condensed financial statements (unaudited).

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TRIPBORN, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	Three months ended						Nine months ended
	December 31, 2020			December 31, 2019			December 31, 2020			December 31, 2019

NET REVENUES	$	114,988		$	2,819,898		$	264,115		$	6,774,126

COST OF REVENUES AND EXPENSES
Cost of revenue		80,055			2,373,782			173,340			5,854,080
Selling, general and administrative expenses		57,112			745,008			207,965			1,930,225
Legal and consulting expenses		11,746			86,589			97,108			362,276
Depreciation and amortization		4,182			141,287			12,788			412,444
		153,095			3,346,666			491,201			8,559,025
LOSS FROM OPERATIONS		(38,107	)		(526,768	)		(227,086	)		(1,784,899	)
Other income, net		17,332			48,031			25,290			111,618
Interest expense		(17,771	)		(71,542	)		(55,395	)		(313,688	)
Interest income		-			7,616			124			53,702
Equity in earnings		-			-			-			-
LOSS BEFORE INCOME TAXES		(38,546	)		(542,663	)		(257,067	)		(1,933,267	)
Income tax expense		-			-			-			-
NET LOSS	$	(38,546	)	$	(542,663	)	$	(257,067	)	$	(1,933,267	)

Net loss attributable to noncontrolling interests	$	-		$	(197,153	)	$	-		$	(771,208	)
Net loss attributable to TripBorn, Inc.	$	(38,546	)	$	(345,510	)	$	(257,067	)	$	(1,162,059	)

NET LOSS PER COMMON SHARE
Basic loss per common share attributable to TripBorn, Inc.	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted loss per common share attributable to TripBorn, Inc.	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic weighted-average number of common shares		132,932,159			119,338,047			132,932,159			119,338,047
Diluted weighted-average number of common shares		132,932,159			119,556,280			132,932,159			120,556,280

See accompanying notes to consolidated condensed financial statements (unaudited).

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TRIPBORN, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

	Three months ended						Nine months ended
	December 31, 2020			December 31, 2019			December 31, 2020			December 31, 2019
Net loss	$	(38,546	)	$	(542,663	)	$	(257,067	)	$	(1,933,267	)
Net loss attributable to noncontrolling interests		-			(197,153	)		-			(771,208	)
Net loss attributable to TripBorn, Inc.		(38,546	)		(345,510	)		(257,067	)		(1,162,059	)

Currency translation adjustment		1,377			(45,998	)		6,820			(73,901	)
Currency translation adjustment attributable to noncontrolling interests		-			(73,548	)		-			(68,338	)
Currency translation adjustment attributable to TripBorn, Inc		1,377			(27,550	)		6,820			(5,563	)

Comprehensive loss		(37,169	)		(588,661	)		(250,247	)		(2,007,168	)
Comprehensive loss attributable to noncontrolling interests		-			(270,701	)		-			(839,546	)
Comprehensive loss attributable to TripBorn, Inc.	$	(37,169	)	$	(317,960	)	$	(250,247	)	$	(1,167,622	)

See accompanying notes to consolidated condensed financial statements (unaudited).

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TRIPBORN, INC.

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY (DEFICIT) (Unaudited)

				For the three months ended December 31, 2020
	Shares			Common stock		Additional paid in capital		Accumulated other comprehensive income		Accumulated deficit			TripBorn Inc stockholders’ equity (deficit)				Noncontrolling interest	Total equity / (deficit)
			(In $ except for number of common stock)

Balance as of March 31, 2020		132,932,159		$	13,294	$	6,585,331	$	20,749	$	(8,165,386	)	$	(1,546,012	)	$	-	$	(1,546,012	)

Other comprehensive income (loss) and exchange differences		-			-		-		6,820		-			6,820			-		6,820
Net loss		-			-		-		-		(257,067	)		(257,067	)		-		(257,067	)
Balance as of December 31, 2020		132,932,159		$	13,294	$	6,585,331	$	27,569	$	(8,422,453	)	$	(1,796,259	)	$	-	$	(1,796,259	)

	For the nine months ended December 31, 2019
	Shares		Common stock		Additional paid in capital		Accumulated other comprehensive income			Accumulated deficit			TripBorn Inc stockholders’ equity (deficit)			Noncontrolling interest			Total equity / (deficit)
	(In $ except for number of common stock)

Balance as of March 31, 2019		97,190,435	$	9,719	$	3,227,452	$	39,489		$	(4,355,630	)	$	(1,078,970	)	$	-		$	(1,078,970	)

Common stock issued on purchase of subsidiary		2,632,653		263		736,880		-			-			737,143			-			737,143
Common stock and warrants issued for cash consideration		2,025,158		203		1,417,408		-			-			1,417,611			-			1,417,611
Common stock issued on exercise of warrants		5,621,746		562		55,655		-			-			56,217			-			56,217
Common stock issued on conversion of debt		25,462,167		2,546		1,147,937		-			-			1,150,483			-			1,150,483
Noncontrolling interests arising on acquisition of subsidiary		-		-		-		-			-			-			2,053,333			2,053,333
Currency translation adjustment		-		-		-		(5,563	)		-			(5,563	)		(68,338	)		(73,901	)
Net loss		-		-		-		-			(1,162,059	)		(1,162,059	)		(771,208	)		(1,933,267	)
Balance as of December 31, 2019		132,932,159	$	13,293	$	6,585,332	$	33,926		$	(5,517,689	)	$	1,114,862		$	1,213,787		$	2,328,649

See accompanying notes to consolidated condensed financial statements (unaudited).

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TRIPBORN, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine months ended December 31
	2020			2019
Cash flows from operating activities
Net loss	$	(257,067	)	$	(1,933,267	)

Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		12,788			412,444
Stock based compensation		25,723			77,168

Changes in operating assets and liabilities:
Accounts receivable		62,521			(527,802	)
Other current assets		124,313			(123,202	)
Accounts payable		(42,599	)		(297,723	)
Other current liabilities		(44,549	)		2,322,070	)
Other non-current liabilities		-			(586,889
Other non-current assets		-			41,373
Net cash used in operating activities		(118,870	)		(369,424	)

Cash flows from investing activities
Net cash paid on acquisition of subsidiary		-			(971,910	)
Other investments		-			32,506
Purchases of fixed assets		(2,065	)		(211,112	)
Net cash used in investing activities		(2,065	)		(1,150,516	)

Cash flows from financing activities
Proceeds from issuance of common stock and exercise of warrants		-			1,473,827
Proceeds from PPP loan and SBAD loans		57,417
Change in debt, net		-			(238,309	)
Net cash provided by financing activities		57,417			1,235,518

Effect of exchange rate changes on cash		5,979			50,075

Net change in cash		(57,539	)		(234,347	)
Cash
Beginning of the period		421,909			1,230,012
End of the period	$	364,370		$	995,665

Supplementary disclosure of cash flows information
Cash paid during the period for:
Interest paid	$	-		$	191,309

See accompanying notes to consolidated condensed financial statements (unaudited).

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Notes to Consolidated Financial Statements

December 31, 2020

(Unaudited)

1. DESCRIPTION OF BUSINESS

TripBorn, Inc. (“TripBorn” or the “Company”) is an Financial technology and eCommerce aggregator company. An aggregator model is a form of eCommerce whereby our website, www.tripborn.com aggregates information from various travel and hospitality vendors and presents them to users on a single platform, to ease, facilitate, coordinate, and effectuate consumer travel and hospitality needs. Our eCommerce Aggregator business segment operates through Sunalpha Green Technologies Private Limited (“Sunalpha”), a wholly owned subsidiary which operates out of India, primarily providing services to small business or agents.

The unaudited consolidated financial statements include the accounts and transactions of the Company; its wholly owned subsidiary, Sunalpha; All significant inter-company accounts and transactions are eliminated in consolidation.

Acquisitions & Deconsolidation of PRAMA

On April 22, 2019, the Company acquired a 51% equity interest in PRAMA for $2,137,143, consisting of $1,400,000 in cash and the issuance of 2,632,653 shares of common stock of the Company valued at $737,143 or approximately $0.28 per share. The acquisition of PRAMA was treated as a business combination under U.S. GAAP during the first quarter of year 2019. In accordance with Share Purchase Agreement that was executed by the Company with PRAMA, the Company was required to contribute approximately USD 1,330,000 equivalent to INR 10,00,00,000/- which was not subscribed by Company due to change in business conditions in India and Company realigning its India and global businesses and their direction and geographies.

Hence, On January 01, 2020, it was commercially agreed between Company and PRAMA that for a foreseeable future PRAMA shall continue to be controlled by its founders and management team in India. The Company shall neither have control nor influence over the business and operating decision of PRAMA and/or its subsidiaries companies effective from January 01, 2020. The Company has experienced significant delay to finalize and document realignment of control due to COVID-19 pandemic. The Company has signed the Realignment of Control agreement with PRAMA on August 31, 2021, with effective date of January 1, 2020, for realignment of control of PRAMA and PRAMA businesses.

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

2. LIQUIDITY AND GOING CONCERN

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

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The Company has incurred net losses from operations since inception. The net loss for the nine-month period ended December 31, 2020, was $257,067 and the accumulated deficit was $8,422,453 as of December 31, 2020. The cash and cash equivalents and the current portion of loans and convertible notes due to third parties were $364,370 and $0, respectively, as of December 31, 2020. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

The Company has incurred net losses from operations since inception. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

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

The pandemic did have a material adverse effect to the Company’s Indian operations, vendors, customers, lessors and employees’ health, balance sheet, liquidity, statement of operations and future prospects for the year ended March 31, 2020, and onwards. As of today’s date, management is in the process of implementing various cost reduction efforts to conserve cash and liquidity, including reducing staffing levels and potentially closing certain hotels permanently, but has not reached fixed conclusions.

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

The financial statements for the year ended March 31, 2020, recorded impairments to goodwill, intangible assets, fixed assets to reflect the impact of COVID-19.

The Company has incurred net losses from operations since inception. The net loss for the quarter ended December 31, 2020, was $38,546 and the accumulated deficit was $8,422,453 as of December 31, 2020. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited consolidated condensed financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and include the accounts of the Company and its subsidiaries. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. “GAAP”. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods and dates presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period primarily because of seasonal and other short-term variations.

The accompanying condensed consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Form 10-K for the year ended March 31, 2020.

Use of Estimates

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

Our significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software and income taxes. The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in an impairment charge. The Company has not recognized an impairment charge for the quarter ended December 31, 2020.

Revenue Recognition

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

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

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

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

eCommerce Aggregator revenues:

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

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

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

Cost of Revenues

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

Other operating expenses

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

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

Legal and consulting expenses are recognized on an accrual basis.

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

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with maturity of three months or less, to be cash equivalents. The Company maintains its cash in bank accounts in the U.S. and India, which at times may not be covered by, or exceed the coverage limit of the Deposit Insurance and Credit Guarantee Corporation of India. The Company does not believe that this results in significant credit risk. As of December 31, 2020, and March 31, 2020, the cash balance in financial institutions in India was $309,949 and $421,909, respectively.

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Receivables and Credit Policies

Accounts receivable are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. The Company does not accrue interest on past due receivables.

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

Property and Equipment

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

Intangible Assets

Intangible assets with indefinite useful lives consist exclusively of trademarks and are tested for impairment annually, or whenever events or indicators of impairment occur between annual impairment tests. Management expects to use the trademarks indefinitely.

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

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

Impairment of Long-lived Assets

The Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method.

Business Combinations

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

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

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

Foreign Currency Translation

The functional currency of the Company and the currency of the primary economic environment in which it operates is the Indian Rupee. Monetary assets and liabilities in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing at the balance sheet dates. Transactions in foreign currencies are re-measured into functional currency at the rates of exchange prevailing on the date of the transaction. All transaction foreign exchange gains and losses are recorded in the accompanying unaudited consolidated condensed statements of operations.

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

Earnings and loss per share

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

Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect. The Company has outstanding convertible debt and outstanding warrants which have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive.

Promotion and Advertising expenses

We incur advertising expense consisting of offline costs, including newspaper and media advertising, and online advertising expense to promote our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., newspaper, short message service (“SMS”) or email campaign) as incurred each time the advertisement or promotion is performed. The Promotion and Advertising expense was $0 for the quarter ended December 31, 2020.

Stock-Based Compensation

The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options over the instruments vesting period. Options awarded to purchase shares of common stock issued to non-employees do not need to be remeasured as per ASU 2018-07 principles. Stock based compensation is recorded in Legal and Consulting expenses in our Statement of Operations.

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Income Taxes

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

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

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

Non Income Taxes

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

Related Parties

The Company follows FASB ASC subtopic 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

On April 1, 2019 the Company adopted ASU No. 2016-2, Leases (Topic 842) (ASU 2016-2), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional, optional transition method with which to adopt the new leases standard. This additional transition method allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, rather than in the earliest period presented in the financial statements, as originally required by ASU 2016-2.

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Adoption of the standard did not result in adjustment to our prior period Balance Sheets, Statements of Operations or Statements of Cash Flows. When we adopted ASU 2016-02, we applied the package of practical expedients allowed by the standard, and therefore, we did not reassess: a) Whether any expired or existing contracts are or contain leases under the new definition; b) The lease classification for any expired or existing leases; or c) Whether previously capitalized costs continue to qualify as initial direct costs.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact to the Company's financial statements but does believe it is expected to have a minimal impact on the Company’s financial statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company's present or future consolidated condensed financial statements.

4. CUSTOMER CONCENTRATION

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. There was no significant revenue and receivable concentrations for the three and six months ended December 31, 2020, for the company’s eCommerce Aggregation business. Changes in the relationship with these customers could materially and adversely affect the Company’s financial performance and going concern status.

5. PROPERTY AND EQUIPMENT, NET

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

	December 31, 2020			March 31, 2020
Furniture, fixtures and fittings	$	35,866		$	33,802
Leasehold improvements		-			-
Plant and machinery		-			-
Construction in process		-			-
Total		35,866			33,802
Accumulated depreciation		(25,920	)		(23,746	)
Fixed assets, net	$	9,946		$	10,056

Depreciation expense for the three and nine months ended December 31, 2020, was $644 and $2,174, respectively. Depreciation expense for the three and nine months ended December 31, 2019, was $70,371 and $188,505, respectively.

6. INTANGIBLE ASSETS

Intangible assets with definite lives consist of the following as of December 31 and March 31, 2020:

	December 31, 2020			March 31, 2020
Software and software access agreement	$	880,770		$	880,770
Customer relationships		-			-
Total		880,770			880,770
Accumulated amortization		(866,384	)		(855,770	)
Intangible assets with definite lives, net	$	14,386		$	25,000

Amortization expense for the three and nine months ended December 31, 2020, was $3,538 and $10,614 respectively. Amortization expense for the three and nine months ended December 31, 2019, was $70,916 and $223,939 respectively. The Company has no impairment charge for definite lived intangible assets for the above periods.

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7. AMOUNTS DUE TO AND FROM RELATED PARTIES

The amounts due to related party balance from the consolidated balance sheet of $1,598 as of December 31, 2020. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

8. LOANS WITH THIRD PARTIES

The Company received a federal Economic Injury Disaster Loan (‘EIDL’) from the SBA in May 2020, of $10,417, which is a grant and qualifies for full forgiveness and in May 2020, of $47,000 which is a loan for a period of 30 years. Interest has been accrued at 3.75% p.a. on the $47,000 of EIDL. The first installment of the loan is due in March 2022.

Interest of $217.66, accrued for the period ended June 30, 2020, is shown under current portion of long-term loan.

Loan payable as on December 31,

Years	Amount
2021	$	0
2022		2612
2023		2612
2024		2612
2025		2612
And thereafter		36,552
Total loan payable		47,000

9. LOANS WITH RELATED PARTIES

Loans and borrowings with related parties are discussed below:

	As of
	December 31, 2020		March 31, 2020
Current liabilities:
Convertible note with Takniki Communications, Inc	$	695,000	$	695,000
	$	695,000	$	695,000

On December 31, 2016, the Company issued a convertible note to Takniki Communications, Inc, an affiliate owned by Sachin Mandloi, our Vice President and a director, totaling $695,000. This note was issued pursuant to a Software Development Agreement dated September 23, 2016, between Takniki Communications, Inc and the Company to finance the upgrade of our Travelcord operating software. The note has a maturation of December 31, 2019 and bears interest at the rate of ten percent payable at maturity. The principal amount of this note is convertible into 10,303,070 shares of the Company’s common stock at the noteholder’s option at maturity.

10. INCOME TAX

US taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The Company files its income tax returns on a fiscal year basis.

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The future effective income tax rate depends on various factors, such as the Company’s income (loss) before taxes, tax legislation and the geographic composition of pre-tax income. The Company files income tax returns in the U.S. Federal jurisdiction and various State jurisdictions. Sunalpha and PRAMA file tax returns in India and due to losses, no tax liability or deferred tax asset, net of valuation allowance, is recorded. The Company is generally subject to U.S. Federal, State and local examinations by tax authorities for the past three years.

Indian taxes

Historically, the Company has not paid Indian income taxes because of taxable losses

11. EARNINGS AND LOSS PER SHARE

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

The computation of basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect.

The Company has outstanding convertible debt of $695,000 which converts into 10,660,213 of the Company’s common stock, which may cause diluted earnings per share. Since the Company has only incurred losses, basic and diluted loss per share is the same as potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive.

The Company has not issued any shares or warrants during quarter ended December 31, 2020.

	Quarter Ended
	December 31, 2020			December 31, 2019
Basic net loss per share:

Net loss attributable to TripBorn, Inc.	$	(38,546	)	$	(345,510	)
Weighted average common shares outstanding		132,932,159			119,338,047
Basic net loss per share attributable to TripBorn Inc. common stockholders	$	(0.00	)	$	(0.01	)

Due to net loss, the shares of common stock underlying the convertible notes were not included in the calculation of diluted net loss per share, as they would have had an antidilutive effect.

12. COMMITMENTS AND CONTINGENCIES

The Company is the B2B Principal Agent of the Indian Railway Catering and Tourism Corporation, or IRCTC, which is a government entity that allows the Company to offer reservations through Indian Railways’ passenger reservation system on the Company’s webpage. Indian Railways is India’s state-owned railway, which owns and operates most of India’s rail transportation. The Company has integrated its online portal with IRCTC’s to provide a seamless booking process. On September 30, 2020, the Company renewed its agreement with the IRCTC and paid an annual maintenance fee of $15,733 based on the number of active railway agents it has enrolled to book rail tickets.

Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by the CEO of the Company on a rent-free basis.

13. BUSINESS SEGMENTS

Prior to deconsolidation of PRAMA, a hospitality company, the Company was two segment company. Following, the deconsolidation of PRAMA business, the Company’s chief operating decision maker changed the information he receives to manage, assess, operate the business and to allocate capital. Accordingly, the Company changed its operating segments to comprise only eCommerce aggregation services.

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The Company management currently do not separate its business in any operating segments and all net revenues are derived from transactions with third party customers, there are no inter-segment revenues. All of the net revenue is derived from operations in India, substantially all of the expenses are borne in India, with certain expenses borne in the US.

The Company measures segment performance based on loss from continuing operations. Summarized financial information concerning each of the Company's reportable segments is as follows:

	Three months ended December 31, 2020
	eCommerce Aggregator			Hospitality		Intersegment elimination		Consolidated total
Segment results and total assets
Net revenue	$	114,988		$	-	$	-	$	114,988

Cost of revenues		(80,055	)		-		-		(80,055	)
Operating expenses		(73,040	)		-				(73,040	)
Loss from operations, before other expense, net		(38,107	)		-	$	-		(38,107	)
Other expense, net		(439	)		-		-		(439	)
Net loss	$	(38,546	)	$	-	$	-	$	(38,546	)

	Nine months ended December 31, 2020
	eCommerce Aggregator			Hospitality		Intersegment elimination		Consolidated total
Segment results and total assets
Net revenue	$	264,115		$	-	$	-	$	264,115

Cost of revenues		(173,340	)		-		-		(173,340	)
Operating expenses		(317,861	)		-				(317,861	)
Loss from operations, before other expense, net		(227,086	)		-	$	-		(227,086	)
Other expense, net		(29,981	)		-		-		(29,981	)
Net loss	$	(257,067	)	$	-	$	-	$	(257,067	)
Total assets	$	744,577		$	-	$	-	$	744,577

During the quarter ended December 31, 2020, the Company derived 100% of its revenue from eCommerce Aggregation compared to 92% and 8% of its revenue from its Hospitality and eCommerce Aggregation segments, respectively for the quarter ended December 31, 2019.

16. SUBSEQUENT EVENTS

None.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

In the accompanying analysis of financial information, we sometimes use information derived from consolidated unaudited financial data but not presented in our financial statements prepared in accordance with U.S. GAAP. Certain of these data are considered “non-GAAP financial measures” under SEC rules. See the Non-GAAP Financial Measures section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures. Certain columns and rows within the tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers. Discussions throughout this Management Discussion & Analysis (“MD&A”) are based on continuing operations unless otherwise noted. The Management Discussion and Analysis should be read in conjunction with the unaudited consolidated condensed financial statements and notes to the unaudited consolidated condensed financial statements.

Promoters

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

Forward-Looking Statements

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

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

our ability to comply with the terms of our settlements;

increased regulatory scrutiny and media attention;

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

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

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

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

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

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

volatility in our stock price;

our ability to contain and reduce our operating costs;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

COVID-19

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

REALIGNMENT OF CONTROL

Effective January 01, 2020, the Company has entered into Realignment of control Agreement with PRAMA for realignment of control of PRAMA and PRAMA businesses. As result of Realignment of Control Agreement with PRAMA whereby the Company no longer has the power to govern the financial and operating policies of PRAMA due to the loss of power to cast its votes at meetings of the Board of Directors other than in tandem with founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The Company did not receive any consideration in the deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA has a fair value of $0 as of January 1, 2020, through the current date.

Substantial doubt is deemed to exist concerning our ability to continue as a going concern

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The Company has historically incurred operating losses and experienced cash outflows from operations and has an accumulated deficit. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

Due to COVID-19 our business is impact to great extent and has material impact on results of the Company for the three- and nine-month periods ended December 31, 2020. Management is assessing and monitoring the potential future impact of the pandemic and expects the impact to be materially adverse to its Indian operations, vendors, customers, lessors and employees’ health, but cannot presently estimate the degree and severity of the adverse impact. Management is in the process of implementing various cost reduction efforts to conserve cash and liquidity, including reducing staffing levels and restructuring of business, but has not reached fixed conclusions.

The Company will require additional capital and may also require additional financing from related or third parties in the event that operations do not generate the expected revenues, or a recurrence of Covid-19 were to cause another suspension of operations. Such additional capital or financing may not be available on favorable terms, or at all. Due to these factors, substantial doubt exists about the Company’s ability to continue as a going concern through December 2022, which is twelve months after the date that the financial statements are issued. If the Company does not obtain sufficient funds when needed, the Company expects it would reduce its operating expenses and defer vendor payments, including closure of certain operations and or disposals of assets. Because such contingency plans have not been finalized (because the specifics would depend on the situation at the time), such actions also are not considered probable. Because, neither receipt of future equity or loan support, nor management’s contingency plans to mitigate the risk and extend cash resources through December 2022, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern.

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Overview

The Company is an eCommerce aggregator. An aggregator model is a form of eCommerce whereby our website, www.tripborn.com aggregates, information on various travel and hospitality vendors and presents them on a single platform, to ease, facilitate, coordinate and effectuate consumer travel and hospitality needs. The eCommerce aggregator business functions as a Last Mile Commerce and Connectivity aggregator that delivers product and services to offline consumers using a service agent network in India through our website. Currently, we operate as a business to business, or B2B, Last Mile Commerce platform that serves business agents and companies based in India in providing travel and financial services products for their offline customers. Through our website, our business or travel agents can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services and financial services including money transfer bill payment, and Micro ATM products. The eCommerce Aggregator segment operates through Sunalpha Green Technologies Private Limited (“Sunalpha”), a wholly owned subsidiary. We have built, advanced and secure, service-oriented technology platforms, that integrate our sales, customer service and fulfillment operations. Our website is hosted in the cloud and is used by our B2B customers or service agents to enable them to sell our full suite of online travel services to their customers. Our technology platforms are scalable and can be augmented to handle increased traffic and complexity of products with limited additional investment, an example of which is the high traffic generated by promotional rates offered simultaneously by multiple travel operators and suppliers. Our website facilitates the requirements of the growing Indian middle-class travel market, which is characterized by lower rates of internet penetration and digital technology, when compared to more developed countries.

The e-Commerce aggregator businesses have been materially impacted by the covid-19 pandemic. Future operations are expected to be radically different than the conditions existing as of December 31, 2020.

eCommerce Aggregator operating metrics

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

	Quarter ended December 31,		Nine months ended December 31,
	2020	2019	2020	2019
Gross Bookings¹	$13,674,467	$23,415,924	$29,505,547	$60,895,156
Net revenues	$114,988	$212,524	$264,115	$530,837
Revenue Margin²	0.85%	0.9%	0.9%	0.9%

^1*Gross bookings represent the total retail value of transactions booked through us, generally including taxes, fees and other charges, and are generally reduced for cancellations and refunds. Gross bookings differ from the Company’s net revenues, which reflect the revenue earned by the Company.

^2*Revenue margin is defined as Net revenues as a percentage of gross bookings.

Gross Bookings decreased for the three- and six-month period ended December 31, 2020, compared to the comparable periods in 2019 due to COVID-19 pandemic. Money transfer revenues, where the Company receives a commission on the amount of money transferred, may be associated with travel booked, or independent of travel booked and reflects an increasing component of the total net revenues for the eCommerce Aggregator segment. Money transfer is a volatile and fast changing sector within India and is subject to high levels of volatility and seasonality.

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CONSOLIDATED RESULTS OF OPERATIONS

Acquisition of PRAMA

Impact of CIVID-19

The pandemic had a material adverse impact on the Company and the Company is not profitable and is undercapitalized. There are substantial doubts over the Company’s ability to continue as a going concern.

Acquisition and Deconsolidation of PRAMA

The acquisition of PRAMA on April 22, 2019, had a material impact on the results of operations for the year ended March 31, 2020. Accordingly, the results for the year ended March 31, 2020, which included the results of PRAMA until December 31, 2019. The deconsolidation of PRAMA on January 1, 2020, had a material impact on the results of operations for the year ended March 31, 2020. Accordingly, the results for the year ended September 30, 2020, which did not include the results of PRAMA, are not comparable. Equally, the PRAMA deconsolidation had a material impact on the liquidity and capital resources of the Company. The impact of the PRAMA acquisition on the post close results and the balance sheet is shown in the Company’s segmental disclosure. PRAMA’s results, scale and operations are significantly larger than the eCommerce Aggregator segment. Also, the effects of the PRAMA deconsolidation impacted every significant line item in the statements of operations and balance sheet.

Cash Requirements and Our Credit Facility

The Company does not maintain a credit or borrowing facility. The Company has $364,370 of cash and cash equivalents as of December 31, 2020 but its current liabilities of $2,493,833, exceeded its current assets of $744,577 as of December 31, 2020.

The Company has historically incurred operating losses and experienced cash outflows from operations. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions.

If conditions in the travel and hospitality industry continue to deteriorate as result of COVID-19, or if disruptions in the capital markets take place as they did in the immediate aftermath of both the 2008 worldwide financial crisis and the events of September 11, 2001, we may be unable to fund operations on a temporary or extended basis.

Cash and cash equivalents totaled $364,370, as of December 31, 2020, a decrease of $57,539 from March 31, 2020, primarily reflecting expenses for the operation losses.

Our ratio of current assets to current liabilities was approximately 0.28 and 0.37, respectively for both December 31, 2020, and March 31, 2020. Our current ratio as of present is substantially different from historical results due to the impact of the covid-19 pandemic.

We will require additional capital to continue to fund our operations and will look to raise funds through public and private offerings of our securities. Our future liquidity needs are largely impacted by the adverse impact of the Coronavirus pandemic on our operations together with legal and professional and sales, general and administrative expenses. There are no assurances that these steps will generate sufficient cash flow from operations or that we will be able to obtain sufficient financing necessary to support our working capital requirements. We can also give no assurance that additional capital financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations or execute our business plan.

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

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

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OFF BALANCE SHEET ARRANGEMENTS

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

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ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.

Management Report on Internal Control Over Financial Reporting

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

(i)

inadequate segregation of duties consistent with control objectives;

(ii)

lack of multiple levels of supervision and review; and

(iii)

lack of adequate U.S. GAAP and SEC financial reporting knowledge to identify, account for and disclose financial reporting issues on a timely basis; and

(iv)

an inability to report financial statements in a timely manner.

We believe that the weaknesses identified above have not had any material effect on our financial results. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management's Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We continue to implement our remediation plan for the previously reported material weakness in internal control over financial reporting, described in Part II, Item 9A of our 2020 Form 10-K, which includes steps to increase dedicated personnel, improve reporting processes, and enhance related supporting technology.

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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Management believes that despite our material weaknesses set forth above, our financial statements for the three- and nine-month periods as of and ended December 31, 2020, are fairly stated, in all material respects, in accordance with U.S. GAAP. Because of the time needed to implement these steps and test the applicable controls in operation, management does not anticipate that the material weaknesses will be fully remediated by March 31, 2022.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share-based compensation

See Note 3 of our Consolidated Condensed Financial Statements (unaudited) for more information.

New Accounting Standards

See Note 3 of our Consolidated Condensed Financial Statements (unaudited) for our adoption of new accounting standards.

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PART II.

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

INDEX OF EXHIBITS

Number	Exhibit Description
Exhibit 2.1	SHARE TRANSFER AGREEMENT DATED APRIL 22, 2019 BETWEEN THE COMPANY, PRAMA AND THE SELLERS PARTY THERETO. PREVIOUSLY FILED AS EXHIBIT 2.1 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 3.1	CERTIFICATE OF INCORPORATION OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.1 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 3.2	CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.2 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 3.3	AMENDED AND RESTATED BYLAWS OF THE COMPANY. PREVIOUSLY FILED AS EXHIBIT 3.3 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 18, 2016 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 4.1	DEMAND PROMISSORY NOTE DATED APRIL 22, 2019 BETWEEN THE COMPANY AND ARNA GLOBAL LLC PREVIOUSLY FILED AS EXHIBIT 4.1 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 4.2	FORM OF CONVERTIBLE NOTES AMENDMENT. PREVIOUSLY FILED AS EXHIBIT 4.2 TO THE COMPANY’S CURRENT REPORT ON FORM 8-K FILED ON APRIL 25, 2019 AND INCORPORATED BY REFERENCE HEREIN.
Exhibit 31.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 101.1	THE FOLLOWING FINANCIAL STATEMENTS FROM THE COMPANY’S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2019, FORMATTED IN INLINE XBRL: (I) CONSOLIDATED CONDENSED BALANCE SHEET; (II) CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS; (III) CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS; (IV) CONSOLIDATED CONDENSED STATEMENTS OF EQUITY (DEFICIT); (V) CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS; AND (VI) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRIPBORN, INC.

Date: September 30, 2021	By:	/ S / Deepak Sharma
	Name:	Deepak Sharma
	Title:	President, Chief Executive Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

762 Perthshire Pl

(Address of principal executive offices)

(Zip Code)

TripBorn, Inc. 10-Q