Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | TripBorn, Inc. | |
Entity Central Index Key | 0001498232 | |
Document Type | 10-K | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 333-210821 | |
Entity Incorporation State Country Code | DE | |
Entity Reporting Status Current | Yes | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 17,000,000 | |
Entity Common Stock, Shares Outstanding | 128,346,128 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 1,230,012 | $ 1,155,367 |
Accounts receivable net | 178,492 | 170,434 |
Due from related parties | 14,364 | 14,364 |
Prepaid consulting Fees | 128,613 | |
Deposit on pending acquisition | 250,000 | |
Other current assets | 191,958 | 302,563 |
Total current assets | 1,993,439 | 1,642,728 |
Property and equipment, net | 12,247 | 9,896 |
Intangible assets, net | 362,717 | 498,758 |
Other assets | 48,956 | 48,956 |
Total assets | 2,417,359 | 2,200,338 |
Current liabilities | ||
Accounts payable | 310,130 | 360,407 |
Due to related parties | 13,828 | |
Accrued interest | 27,542 | 21,833 |
Accrued interest related parties | 508,531 | 323,983 |
Accrued executive compensation | 425,000 | 250,000 |
Other current liabilities | 123,141 | 135,726 |
Convertible notes - related parties | 1,838,157 | 1,850,045 |
Total current liabilities | 3,246,329 | 2,941,994 |
Long-term liabilities | ||
Convertible note | 250,000 | |
Total liabilities | 3,496,329 | 2,941,994 |
Commitments and Contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, par value $0.0001; 10,000,000 authorized | ||
Common stock, par value $0.0001; 200,000,000 authorized 97,190,435 and 95,711,874 shares issued and outstanding as of March 31, 2019 and March 31, 2018 respectively. | 9,720 | 9,572 |
Additional paid-in capital | 3,227,451 | 2,321,818 |
Accumulated other comprehensive income | 39,489 | 14,537 |
Accumulated deficit | (4,355,630) | (3,087,583) |
Total stockholders' deficit | (1,078,970) | (741,656) |
Total liabilities and stockholders' deficit | $ 2,417,359 | $ 2,200,338 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 97,190,435 | 95,711,874 |
Common stock, outstanding | 97,190,435 | 95,711,874 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 472,052 | $ 349,818 |
Cost of revenue | 376,207 | 260,769 |
Gross profit | 95,845 | 89,049 |
Selling, general and administration expenses | 1,236,182 | 1,974,733 |
Loss from operations | (1,140,337) | (1,885,684) |
Other income (expenses) | ||
Other income | 61,465 | 27,325 |
Interest income | 260 | 522 |
Interest expense | (189,435) | (174,899) |
Other income (expense) | (127,710) | (147,052) |
Loss before income tax expense | (1,268,047) | (2,032,736) |
Income tax expense | (226,331) | |
Net loss | (1,268,047) | (2,259,067) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 24,952 | 7,805 |
Comprehensive loss | $ (1,243,095) | $ (2,251,262) |
Basic and diluted income (loss) per share (in dollars per share) | $ (0.01) | $ (0.02) |
Basic and diluted weighted average number of shares (in shares) | 96,211,435 | 91,287,934 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Mar. 31, 2017 | $ 7,898 | $ 725,492 | $ 6,732 | $ (828,516) | $ (88,394) |
Balance beginning (in shares) at Mar. 31, 2017 | 78,971,581 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income | 7,805 | 7,805 | |||
Issuance of common shares | $ 366 | 1,097,634 | 1,098,000 | ||
Issuance of common shares (in shares) | 3,660,001 | ||||
Conversion of debt to common stock | $ 1,308 | 498,692 | 500,000 | ||
Conversion of debt to common stock (in shares) | 13,080,292 | ||||
Net loss | (2,259,067) | (2,259,067) | |||
Balance ending at Mar. 31, 2018 | $ 9,572 | 2,321,818 | 14,537 | (3,087,583) | $ (741,656) |
Balance ending (in shares) at Mar. 31, 2018 | 95,711,874 | 95,711,874 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of common shares and warrants | $ 100 | 699,900 | $ 700,000 | ||
Sale of common shares and warrants (in shares) | 1,000,001 | ||||
Issuance of common stock for consulting services | $ 48 | 205,733 | 205,781 | ||
Issuance of common stock for consulting services (in shares) | 478,560 | ||||
Other comprehensive income | 24,952 | $ 24,952 | |||
Issuance of common shares (in shares) | 1,000,001 | ||||
Net loss | (1,268,047) | $ (1,268,047) | |||
Balance ending at Mar. 31, 2019 | $ 9,720 | $ 3,227,451 | $ 39,489 | $ (4,355,630) | $ (1,078,970) |
Balance ending (in shares) at Mar. 31, 2019 | 97,190,435 | 97,190,435 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (1,268,047) | $ (2,259,067) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 134,118 | 385,797 |
Impairments loss | 696,499 | |
Stock based compensation | 77,168 | |
(Increase) decrease in: | ||
Accounts receivable | (8,058) | 104,291 |
Other current assets and due from related parties | 110,605 | (68,912) |
Deferred tax expense | 226,331 | |
Accounts payable and accrued expenses | (50,277) | 184,659 |
Other current liabilities and due to related parties | 366,500 | 271,228 |
Net cash used in operating activities | (637,991) | (459,174) |
Cash flows from investing activities | ||
Purchase of property and equipment | (428) | (7,971) |
Deposit against pending acquisition | (250,000) | |
Net cash used in investing activities | (250,428) | (7,971) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 700,000 | 1,098,000 |
Proceeds from issuance of convertible note | 250,000 | |
Net cash provided by financing activities | 950,000 | 1,098,000 |
Foreign exchange change on cash | 13,064 | 7,805 |
Net change in cash | 74,645 | 638,660 |
Cash | ||
Beginning of the year | 1,155,367 | 516,707 |
End of the year | 1,230,012 | 1,155,367 |
Non-Cash Disclosure | ||
Issuance of stock for consulting service | 205,781 | |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Conversion of debt to shares of common stock | $ 500,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS TripBorn, Inc. (“TripBorn” or the “Company”) is a Last Mile eCommerce aggregator that delivers the products and services to offline consumers using a service agent network in India through our website, www.tripborn.com Tripborn, Inc. (“Company”) was incorporated under the law of the state of Delaware in January 2010 office is located at 762 Perthshire Pl, Abingdon, MD 21009. The Company provides Online Travel Agency (OTA) and related services and selling its services to directly to Business customers. The Company primarily operates in India. Tripborn, Inc. formerly known as PinstripesNYC, Inc was operating as a shell company with nominal or no assets or operations until December 14, 2015. Tripborn Inc. was known as PinstripesNYC, Inc. until January 2016. On December 14, 2015, PinstripesNYC, Inc. (the “Registrant”) executed and agreement and Plan of Merger (the, “Agreement”) with Sunalpha Green Technologies Private Limited (“Sunalpha”). Sunalpha registered under the Company Act of 1956, India with principle office located at 812, Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat, India 380 015. As a result of the Merger, Sunalpha became a wholly owned subsidiary of the Registrant (Pinstripes NYC Inc.) now Tripborn Inc. and following the consummation of the Merger and giving effect to the issuance of 76,804,914 Merger Shares by its principle stockholders. For accounting purposes, Sunalpha was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, Sunalpha’s assets, liabilities, and results of operations are the historical consolidated financial statements of the Company and Company’s assets, liabilities and results of operations are consolidated with Tripborn Inc. effective as of the date of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction. The acquisition of all of the outstanding shares of common stock of Sunalpha by TripBorn on December 14, 2015 is being accounted for as a reverse recapitalization. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Mar. 31, 2019 | |
Liquidity And Going Concern | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The Company has experienced significant losses and negative cash flows from operations and reported net loss of $1,268,047, accumulated deficit of $4,355,630 and negative cash flow from operations of $637,991 as of and for the year ended March 31, 2019. Management has implemented a strategy which includes cost reduction efforts. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. If the Company must raise capital, there is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months. The Company’s operations are subject to number of factors that can affect it operating results and financial conditions. Such factors include, but not limited to: the continuous enhancement of the current products and services; marketing its new services; continue to invest in new technologies; change in domestic and foreign regulations; the price of, and demand for, the company’s products and services and its ability to raise the capital to support its operations. The Company sold 1,000,001 shares of common stock at a price of approximately $0.70 and received approximately $700,000 during fiscal year ended March 31, 2019. The Company has issued convertible note for $250,000 in the fourth quarter of fiscal 2019. The principal amount of the note will convert into 357,143 shares of the Company’s common stock at fair value of $0.70 to the noteholder’s option at maturity on April 1, 2020. The Company exhausted a majority of its cash balances that existed at year-end for the acquisition of PRAMA as discussed in Note 13. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these consolidated financial statements with the private placement of common stock. There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. Principles of Consolidation The consolidated financial statements include the accounts and transactions of the Company and its wholly owned subsidiary, Sunalpha Green Technologies Private Limited. All significant inter-company accounts and transactions are eliminated in consolidation. Reclassification For the fiscal year ending March 31, 2018 certain accounts have been reclassified to conform to the current year's presentation. Such reclassification had no impact on net loss or total assets. Use of Estimates The preparation of financial statements in US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto, those estimates, and assumptions affect the reported amounts assets, liabilities and disclosure of contingent assets and liabilities and revenue. Actual results could differ significantly from those estimates. Our significant estimates include elements of revenue recognition, the realization of deferred tax assets, amounts that may be due under the tax sharing agreement, impairment of long-lived assets, costs to be capitalized as well as the useful life of capitalized software, and contingent liabilities, including taxes related to hotel occupancy. Actual amounts may differ from these estimates. 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 a materially different impairment charge. The Company has no impairment charge for the fiscal year ending March 31, 2019. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under 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 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. 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. Air Ticketing Vacation Packages. Rail Ticketing Money Transfer Other Revenue. Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts in India and USA, Indian bank accounts are not insured. The Company has not experienced any losses in such accounts. The Company maintains cash balances, which may exceed federally insured limits. Sunalpha has thirteen and eleven accounts denominated in Indian Rupees at March 31, 2019 and 2018, respectively. As of March 31, 2019, and 2018, the cash balance in financial institutions in India was USD $303,971 and $478,254, respectively. Accounts Receivable Accounts receivable are stated at the amount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is 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. Management has determined the bad debt allowance of $58,507 for the fiscal year ended March 31, 2019 with no bad debt allowance for the fiscal year ended March 31, 2018. The Company does not accrue interest on past due receivables. The Company performs periodic analysis 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. The Company does use estimate to use a general reserve methodology when estimating the level of allowance for doubtful accounts because the Company believes, due to the unique circumstances of each customer and a limited number of customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts. 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 expense as incurred. Intangible Assets Intangible assets with definite useful lives are tested for impairment at least annually for their recoverability. We do not have any intangible assets with indefinite lives. Intangible assets that have limited useful lives are amortized on a straight-line basis over their useful lives. Impairment of Long-lived Assets The Company records an impairment of long-lived assets used in operations, 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. The Company did not record any impairment during the years ended March 31, 2019 and recorded $696,949 impairment charge for the fiscal year ended March 31, 2018. Foreign Currency Translation The Company translates the foreign currency of its foreign subsidiary, whose functional currency is Indian rupee, into US Dollars, the reporting currency using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830, Foreign Currency Matters (“ASC 830”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ 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. 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. 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. Promotion and Advertising Expense 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, SMS or email campaign) as incurred each time the advertisement or promotion is performed. Stock-Based Compensation The Company accounts for stock-based awards to employees and nonemployee 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. Leases Leases of assets where the Company has assumed substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the lower of the fair value of the leased assets and the present value of the minimum lease payments. 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. Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted We adopted Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09) for the fiscal year ended March 31, 2019, which amends the guidance in former ASC 605, Revenue Recognition and found no significant impact on the revenue recognition. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2019, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. New Accounting Pronouncements Not Yet Adopted 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 with a corresponding liability and disclosing key information about leasing arrangements. 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. Early adoption is permitted. The Company is evaluating the impact of the adoption of this revised guidance on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company reviewing adoption and its impact of this guidance on its consolidated financial statements and related disclosures. 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. As of fiscal year, ending March 31, 2019 and 2018 we have no variable interest entity under common control with the reporting entity. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. 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. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2019, although early adoption is permitted. Management believes the effect on the consolidated financial statements will not be material. 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 financial statements. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Years Ended March 31, 2019 2018 Computer $ 16,133 $ 13,443 Furniture and Fixture 5,863 5,468 Office Equipment 9,483 6,352 Software License 768 768 Total 32,247 26,031 Accumulated depreciation (20,000 ) (16,135 ) Property and Equipment, net $ 12,247 $ 9,896 Depreciation expense for the years ended March 31, 2019 and 2018 is $3,865, and $8,236 respectively. |
INTANGIBLE ASSETS WITH DEFINITE
INTANGIBLE ASSETS WITH DEFINITE LIVES | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS WITH DEFINITE LIVES | 5. INTANGIBLE ASSETS WITH DEFINITE LIVES Intangible assets consist of the following as of March 31, 2019 and March 31, 2018: Years Ended March 31, 2019 2018 API Access $ 133,763 $ 139,472 Software 954,501 954,501 Total 1,088,264 1,093,973 Accumulated amortization (725,547 ) (595,215 ) Intangible assets, net $ 362,717 $ 498,758 We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required. We determined that certain intangible assets, primarily technology were impaired. Therefore, included within amortization expense for the twelve months ended March 31, 2018, was a $696,949 non-cash impairment charge recorded. This charge was recorded within the caption "Selling, general and administrative expense" caption in our Consolidated Statements of Operations and Comprehensive Loss. The Company has no impairment charges for fiscal year ended March 31, 2019. The amortization expense for the years ended March 31, 2019 and March 31, 2018 was $130,283 and $377,561, respectively. Following table describes future amortization for the next five year for the intangible assets; Fiscal Year Estimated Amortization 2020 $130,253 2021 $130,253 2022 $58,284 2023 $12,673 2024 $31,254 |
STOCK COMPENSATION
STOCK COMPENSATION | 12 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK COMPENSATION | 6. STOCK COMPENSATION During the current year 2019, company issued 478,560 common shares to an individual for services to be performed on the company’s behalf until June, 2020 of which $77,168 is recorded in Selling, General and Administration expense as of the year ended March 31, 2019 and $128,613 is recorded in prepaid consulting services, representing the remainder of contract period which expires on June, 2020. The issuance of these shares is being made pursuant to certain administrative services, advisory board services, business development services, consulting services, financial consulting services. The Board has equated the number of these shares at fair value of the services to be provided by this individual. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE Related Party Convertible Notes The consolidated entity has successfully negotiated a twelve-month extension of related party convertible notes from March 8, 2019 to March 7, 2020. The Company issued an $956,000 convertible note with maturity date of March 7, 2020, with annual rate of 10% from ARNA GLOBAL LLC, wholly owned by the Company’s president. The note converts into 21,194,381 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $292,824. No interest has been paid on this obligation. The Company issued an $149,644 convertible note with maturity date of March 7, 2020, with annual rate of 10% from Mr. Sharma, Company’s president. The note converts into 3,432,234 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $47,908. No interest has been paid on this obligation. The Company issued an $37,513 convertible note with maturity date of March 7, 2020, with annual rate of 10% from Mr. Mandloi, Company’s vice president. The note converts into 835,552 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $11,663. No interest has been paid on this obligation. The Company issued an $695,000 convertible note with maturity date of December 19, 2019, with annual rate of 10% from TAKNIKI COMMUNICATION, wholly owned by the Company’s Vice President. The note converts into 10,303,070 shares of common stock (the “Note Shares”). At March 31, 2019 the total accrued and unpaid interest is $156,136. No interest has been paid on this obligation. The Company has accrued interest of $508,531 and $323,983 for related parties for the fiscal year ending March 31, 2019 and 2018 respectively. Non-Affiliate Party Convertible Notes The Company obtained an $250,000 convertible note with maturity date of April 1, 2020, with annual rate of 8% from UNITED TECHNO SOLITIONS. The note may convert into 357,143 shares of common stock (the “Note Shares”) at holder’s option. At March 31, 2019 the total indebtedness under this agreement was $250,822 which is composed of the principal of $250,000 and accrued and unpaid interest of $822. No interest has been paid on this obligation. |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 8. RELATED PARTY TRANSACTION On April 1, 2017, the board approved the compensation of Deepak Sharma, President of the Corporation, be fixed at USD 250,000/- per year for the next three year period beginning April 1, 2017 to year ending March 31, 2020, payments to be made in monthly installments on the last day of each month. The Company has paid $ 75,000 in executive compensation in the financial year ending March 31, 2019 compared to no payments for the fiscal year ending March 31, 2018. The Company accrued the total executive compensation payable of $425,000 and $250,000 for the fiscal year ending March 31, 2019 and 2018 respectively. The Company has outstanding balance of $14,364 due from our directors or their affiliates for each of the fiscal years ended March 31, 2019 and 2018. The Company has outstanding balance of $13,828 and $0 due to our directors or their affiliates for the fiscal years ended March 31, 2019 and 2018 respectively. The Company has accrued interest on notes of $508,531 and $323,983 for related parties for the fiscal year ending March 31, 2019 and 2018 respectively. The above related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered with independent parties. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY During fiscal 2019 the Company issued and sold 214,286 share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per share was $0.70 resulting in aggregate proceeds of $150,000 to the Company. During fiscal 2019 the Company issued and sold 785,715 units comprising one share and warrant to purchase two share of Company’s common stock; par value $0.0001 pursuant to a private placement. The purchase price per unit was $0.70 resulting in aggregate proceeds of $550,000 to the Company. The Company issued approximately 1,571,430 warrants pursuant to the 785,715 units listed above during fiscal year March 31, 2019, which had minimal impact on the earning per share calculation for the fiscal year ending March 31, 2019. This Warrant shall be exercisable, in whole or in part, during the three-year term commencing from the issuance date of this Warrant at an exercise price of $0.01. Warrants: The following table is the summary of warrant activities: Shares Underlying Weighted Average Weighted Average Outstanding at March 31, 2018 - - - Issued 1,571,430 $ 0.01 3.0 Exercised - - - Expired - - - Outstanding at March 31, 2019 1,571,430 $ 0.01 3.0 Equity Compensation Plan On April 15, 2016, we adopted the TripBorn, Inc. 2016 Stock Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the plan. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 10. INCOME TAX Year Ended March 31, 2019 2018 Current expense (benefit): Federal $ - $ - State - - Total current expense (benefit): - - Deferred expense (benefit): Federal - 199,720 Foreign jurisdiction income tax - 26,611 Total deferred expense (benefit): - 226,331 Total income tax expense (benefit): $ - $ 226,331 There were no current or deferred income tax provision for the year ended March 31, 2019 because the Company has incurred operating losses since inception. A reconciliation of the Company's tax provision for (benefit from) income taxes as computed by applying by applying the U.S. statutory income tax rate to the Year Ended March 31, 2019 2018 Tax expense, at U.S. federal statutory Rate 21.00 % 21.00 % Foreign jurisdiction income tax 4.75 % 4.75 % Valuation allowance (25.75 )% (25.75 )% $ - $ - The net deferred income tax asset balance related to the following: Year Ended March 31, 2019 2018 Stock Compensation $ 16,205 $ - Depreciation 585 3,066 Amortization 97,471 (7,460 ) Net operating losses 576,103 369,096 Total Deferred tax assets $ 690,363 $ 364,702 Less: Allowance for deferred tax assets (690,363 ) (364,702 ) Net deferred tax asset (liability) $ - $ - US Federal net operating loss carry forwards as of March 31, 2019 is $2,562,547. The net operating losses from January 1, 2018 may be carry forward indefinitely and losses prior to January 1, 2018 expire after 20 years under prior law. Foreign subsidiary net operating loss carry forwards as of March 31, 2019 is $527,019. The net operating losses from March 31, 2019 may be carry forward for indefinitely. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of March 31, 2019, and 2018, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, which included the results of operations for the current and preceding years. The Company also considered whether there was any currently available information about future years. Because long-term contracts are not a significant part of the Company's business, future results cannot be reliably predicted by considering past trends or by extrapolating past results. Moreover, the Company's earnings are strongly influenced by national economic conditions and have been volatile in the past. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of March 31, 2019, and 2018 we have not recorded any uncertain tax positions in our financial statements. |
EARNINGS AND LOSS PER SHARE
EARNINGS AND LOSS PER SHARE | 12 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS AND LOSS PER SHARE | 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 $2,095,483 which converts into 36,122,380 company’s common stock, which may cause diluted earnings per share. Since the Company has only incurred losses, basic and diluted loss per share are 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 issued approximately 1,571,430 warrants during fiscal year March 31, 2019, which had minimal impact on the earning per share calculation for the fiscal year ending March 31, 2019. A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: Years ended March 31, 2019 2018 Basic net income (loss) per share: Net income (loss) applicable to common shares $ (1,268,047 ) $ (2,259,067 ) Weighted average common shares outstanding 96,211,435 91,287,934 Basic net income (loss) per share of common stock $ (0.01 ) $ (0.02 ) |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 12. COMMITMENTS 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. Pursuant to an Application Programming Interface (API) agreement, dated October 5, 2015, the Company is required to pay a minimum annual maintenance fee of $7,500 to IRCTC. In the event the agreement is renewed, the amount based on the number of active railway agents that use the Company rail booking services on the Company’s platform will be payable annually. On September 30, 2018, the Company renewed its agreement with the IRCTC and paid an annual maintenance fee of $8,600 based on the number of active railway agents it has enrolled to book rail tickets. Since March 2016, we also lease approximately 4,080 square feet of office space for our technology center in Bangalore, Karnataka India, for which we currently pay approximately $6,270 per month including annual maintenance charges. This lease is continued with expiration dates through December 2024. We believe these properties suit our operations and business needs and that adequate, suitable lease space will continue to be available to meet our needs. No lease payment is due as of March 31, 2019. Following table describes our obligation for the next five year from the lease. Financial Year Estimated Annual Lease Charges 2020 $75,272 2021 $80,067 2022 $85,116 2023 $90,549 2024 $96,401 2025 $72,301 Through Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by a CEO of the Company on a rent-free basis. As of March 31, 2019, and 2018, the Company has not paid any rent. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company will make acquisitions at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, due to expectations of the synergies that will be realized by the combining the businesses. Acquisition will be accounted for by using the purchase method of accounting, and the acquired company’s results will be included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs will be recorded in selling, general and administrative expenses as incurred. The Company has entered into an agreement to acquire 51% of PRAMA Hotels and Resorts Limited (“PRAMA”) for approximately $3,242,857, consisting of $1,400,000 in cash and $1,842,857 in common stock (2,632,653 shares). The transaction is subject to customary closing conditions, including regulatory approvals. The Company closed on its acquisition on April 22, 2019, whereby the company acquired 51% of PRAMA. The Company expects to determine the preliminary purchase price allocation prior to the end of the first quarter of FYE 2020. The Company recorded the issuance of 2,632,653 common shares at a price of $0.70 per shares and equity of approximately $1,842,857 for the acquisition. The Company issued aggregate of 1,489,443 units at price $0.70 and received approximately $1,042,610. Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. Each warrant can be exercised at any time prior to June 30, 2022 for the purchase of one share of the Company’s common stock at an exercise price of $0.01. In June 2019, the Company issued 1,571,430 shares for the warrants that were outstanding and received approximately $15,714. In June 2019, the Company has issued the 25,462,167 shares of common stock and reduced its liabilities by approximately $1,150,483 in connection with related parties convertible note conversion. The interest on the convertible notes are outstanding and not been paid. To ensure the Company had adequate near-term liquidity to fund its acquisition, Company borrowed $300,000 from ARNA GLOBAL LLC (“Arna”), which is wholly owned by our president and director. These funds were utilized for working capital and acquisition purposes and entire principle of $300,000 was returned on July 8, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts and transactions of the Company and its wholly owned subsidiary, Sunalpha Green Technologies Private Limited. All significant inter-company accounts and transactions are eliminated in consolidation. |
Reclassification | Reclassification For the fiscal year ending March 31, 2018 certain accounts have been reclassified to conform to the current year's presentation. Such reclassification had no impact on net loss or total assets. |
Use of Estimates | Use of Estimates The preparation of financial statements in US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto, those estimates, and assumptions affect the reported amounts assets, liabilities and disclosure of contingent assets and liabilities and revenue. Actual results could differ significantly from those estimates. Our significant estimates include elements of revenue recognition, the realization of deferred tax assets, amounts that may be due under the tax sharing agreement, impairment of long-lived assets, costs to be capitalized as well as the useful life of capitalized software, and contingent liabilities, including taxes related to hotel occupancy. Actual amounts may differ from these estimates. 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 a materially different impairment charge. The Company has no impairment charge for the fiscal year ending March 31, 2019. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under 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 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. 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. Air Ticketing Vacation Packages. Rail Ticketing Money Transfer Other Revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts in India and USA, Indian bank accounts are not insured. The Company has not experienced any losses in such accounts. The Company maintains cash balances, which may exceed federally insured limits. Sunalpha has thirteen and eleven accounts denominated in Indian Rupees at March 31, 2019 and 2018, respectively. As of March 31, 2019, and 2018, the cash balance in financial institutions in India was USD $303,971 and $478,254, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount’s management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is 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. Management has determined the bad debt allowance of $58,507 for the fiscal year ended March 31, 2019 with no bad debt allowance for the fiscal year ended March 31, 2018. The Company does not accrue interest on past due receivables. The Company performs periodic analysis 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. The Company does use estimate to use a general reserve methodology when estimating the level of allowance for doubtful accounts because the Company believes, due to the unique circumstances of each customer and a limited number of customers, a general reserve methodology would not provide a reasonable estimate of potentially uncollectible accounts. |
Property and Equipment | 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 expense as incurred. |
Intangible Assets | Intangible Assets Intangible assets with definite useful lives are tested for impairment at least annually for their recoverability. We do not have any intangible assets with indefinite lives. Intangible assets that have limited useful lives are amortized on a straight-line basis over their useful lives. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company records an impairment of long-lived assets used in operations, 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. The Company did not record any impairment during the years ended March 31, 2019 and recorded $696,949 impairment charge for the fiscal year ended March 31, 2018. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the foreign currency of its foreign subsidiary, whose functional currency is Indian rupee, into US Dollars, the reporting currency using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830, Foreign Currency Matters (“ASC 830”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit). |
Earnings and Loss per Share | 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. 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. 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. |
Promotion and Advertising Expense | Promotion and Advertising Expense 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, SMS or email campaign) as incurred each time the advertisement or promotion is performed. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees and nonemployee 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. |
Leases | Leases Leases of assets where the Company has assumed substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the lower of the fair value of the leased assets and the present value of the minimum lease payments. |
Income Taxes | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted We adopted Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09) for the fiscal year ended March 31, 2019, which amends the guidance in former ASC 605, Revenue Recognition and found no significant impact on the revenue recognition. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2019, which did not have a material impact on the consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. New Accounting Pronouncements Not Yet Adopted 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 with a corresponding liability and disclosing key information about leasing arrangements. 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. Early adoption is permitted. The Company is evaluating the impact of the adoption of this revised guidance on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments in this ASU should be adopted on a modified retrospective basis. The Company reviewing adoption and its impact of this guidance on its consolidated financial statements and related disclosures. 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. As of fiscal year, ending March 31, 2019 and 2018 we have no variable interest entity under common control with the reporting entity. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. 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. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2019, although early adoption is permitted. Management believes the effect on the consolidated financial statements will not be material. 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 financial statements. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Years Ended March 31, 2019 2018 Computer $ 16,133 $ 13,443 Furniture and Fixture 5,863 5,468 Office Equipment 9,483 6,352 Software License 768 768 Total 32,247 26,031 Accumulated depreciation (20,000 ) (16,135 ) Property and Equipment, net $ 12,247 $ 9,896 |
INTANGIBLE ASSETS WITH DEFINI_2
INTANGIBLE ASSETS WITH DEFINITE LIVES (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following as of March 31, 2019 and March 31, 2018: Years Ended March 31, 2019 2018 API Access $ 133,763 $ 139,472 Software 954,501 954,501 Total 1,088,264 1,093,973 Accumulated amortization (725,547 ) (595,215 ) Intangible assets, net $ 362,717 $ 498,758 |
Schedule of future amortization for the next five year for the intangible assets | Following table describes future amortization for the next five year for the intangible assets; Fiscal Year Estimated Amortization 2020 $130,253 2021 $130,253 2022 $58,284 2023 $12,673 2024 $31,254 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of summary of warrant activities | The following table is the summary of warrant activities: Shares Underlying Weighted Average Weighted Average Outstanding at March 31, 2018 - - - Issued 1,571,430 $ 0.01 3.0 Exercised - - - Expired - - - Outstanding at March 31, 2019 1,571,430 $ 0.01 3.0 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | Year Ended March 31, 2019 2018 Current expense (benefit): Federal $ - $ - State - - Total current expense (benefit): - - Deferred expense (benefit): Federal - 199,720 Foreign jurisdiction income tax - 26,611 Total deferred expense (benefit): - 226,331 Total income tax expense (benefit): $ - $ 226,331 |
Schedule of reconciliation of the Company's tax provision for (benefit from) income taxes | A reconciliation of the Company's tax provision for (benefit from) income taxes as computed by applying by applying the U.S. statutory income tax rate to the Year Ended March 31, 2019 2018 Tax expense, at U.S. federal statutory Rate 21.00 % 21.00 % Foreign jurisdiction income tax 4.75 % 4.75 % Valuation allowance (25.75 )% (25.75 )% $ - $ - |
Schedule of net deferred income tax asset | The net deferred income tax asset balance related to the following: Year Ended March 31, 2019 2018 Stock Compensation $ 16,205 $ - Depreciation 585 3,066 Amortization 97,471 (7,460 ) Net operating losses 576,103 369,096 Total Deferred tax assets $ 690,363 $ 364,702 Less: Allowance for deferred tax assets (690,363 ) (364,702 ) Net deferred tax asset (liability) $ - $ - |
EARNINGS AND LOSS PER SHARE (Ta
EARNINGS AND LOSS PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income per share | A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: Years ended March 31, 2019 2018 Basic net income (loss) per share: Net income (loss) applicable to common shares $ (1,268,047 ) $ (2,259,067 ) Weighted average common shares outstanding 96,211,435 91,287,934 Basic net income (loss) per share of common stock $ (0.01 ) $ (0.02 ) |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of obligation for the next five year from the lease | Following table describes our obligation for the next five year from the lease. Financial Year Estimated Annual Lease Charges 2020 $75,272 2021 $80,067 2022 $85,116 2023 $90,549 2024 $96,401 2025 $72,301 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended |
Mar. 31, 2019shares | |
Agreement And Plan Of Merger [Member] | Sunalpha Green Technologies Private Limited [Member] | |
Number of merger share issued | 76,804,914 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income (loss) | $ (1,268,047) | $ (2,259,067) |
Retained earnings/(deficit) | (4,355,630) | (3,087,583) |
Net cash provided by (used in) operating activities | $ (637,991) | (459,174) |
Number of shares issued | 1,000,001 | |
Shares issued price (in dollars per share) | $ 0.70 | |
Proceeds from issuance of common stock | $ 700,000 | $ 1,098,000 |
Convertible Notes Payable [Member] | ||
Shares issued price (in dollars per share) | $ 0.70 | |
Debt principal amount | $ 250,000 | |
Number of shares issued upon debt conversion | 357,143 | |
Maturity date | Apr. 1, 2020 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | |
Allowance for bad debt | $ 58,507 | |
Impairment charge | $ 696,949 | |
Sunalpha Green Technologies Private Limited [Member] | ||
Cash | $ 478,254 | $ 303,971 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 32,247 | $ 26,031 |
Accumulated depreciation | (20,000) | (16,135) |
Property and Equipment, net | 12,247 | 9,896 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 9,483 | 6,352 |
Computer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 16,133 | 13,443 |
Furniture and Fixture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 5,863 | 5,468 |
Software License [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 768 | $ 768 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,865 | $ 8,236 |
INTANGIBLE ASSETS WITH DEFINI_3
INTANGIBLE ASSETS WITH DEFINITE LIVES (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,088,264 | $ 1,093,973 |
Accumulated amortization | (725,547) | (595,215) |
Intangible assets, net | 362,717 | 498,758 |
Application Programming Interface (API) Access [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 133,763 | 139,472 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 954,501 | $ 954,501 |
INTANGIBLE ASSETS WITH DEFINI_4
INTANGIBLE ASSETS WITH DEFINITE LIVES (Details 1) | Mar. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 130,253 |
2021 | 130,253 |
2022 | 58,284 |
2023 | 12,673 |
2024 | $ 31,254 |
INTANGIBLE ASSETS WITH DEFINI_5
INTANGIBLE ASSETS WITH DEFINITE LIVES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment charge | $ 696,949 | |
Amortization expense | $ 130,283 | $ 377,561 |
STOCK COMPENSATION (Details Nar
STOCK COMPENSATION (Details Narrative) - Individual [Member] | 12 Months Ended |
Mar. 31, 2019shares | |
Number of share to individual for services | 478,560 |
Selling, General and Administrative Expenses [Member] | |
Number of share to individual for services | 77,168 |
Prepaid Consulting Services [Member] | |
Number of share to individual for services | 128,613 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accrued interest related parties | $ 508,531 | $ 323,983 |
10% Convertible Promissory Notes Due March 7, 2020 [Member] | Arna Global LLC ("Arna") [Member] | ||
Debt principal amount | $ 956,000 | |
Number of shares issued upon debt conversion | 21,194,381 | |
Accrued interest | $ 292,824 | |
10% Convertible Promissory Notes Due March 7, 2020 [Member] | Mr. Deepak Sharma [Member] | ||
Debt principal amount | $ 149,644 | |
Number of shares issued upon debt conversion | 3,432,234 | |
Accrued interest | $ 47,908 | |
10% Convertible Promissory Notes Due March 7, 2020 [Member] | Mr. Mandloi [Member] | ||
Debt principal amount | $ 37,513 | |
Number of shares issued upon debt conversion | 835,552 | |
Accrued interest | $ 11,663 | |
10% Convertible Promissory Notes Due December 19, 2019 [Member] | Takniki Communications [Member] | ||
Debt principal amount | $ 695,000 | |
Number of shares issued upon debt conversion | 10,303,070 | |
Accrued interest | $ 156,136 | |
8% Convertible Promissory Notes Due April 1, 2020 [Member] | UNITED TECHNO SOLITIONS [Member] | ||
Debt principal amount | $ 250,000 | |
Number of shares issued upon debt conversion | 357,143 | |
Accrued interest | $ 822 | |
Indebtedness amount | $ 250,822 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - USD ($) | Apr. 02, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Accrued interest related parties | $ 508,531 | $ 323,983 | |
Director 1 [Member] | |||
Due to related parties | 14,364 | 14,364 | |
Director 2 [Member] | |||
Due to related parties | 13,828 | 0 | |
Mr. Deepak Sharma [Member] | |||
Compensation description | USD 250,000/- per year for the next three year period beginning April 1, 2017 to year ending March 31, 2020, payments to be made in monthly installments on the last day of each month. | ||
Executive compensation | 250,000 | ||
Compensation payable | $ 425,000 | $ 250,000 |
STOCKHOLDER'S EQUITY (Details)
STOCKHOLDER'S EQUITY (Details) | 12 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Shares Underlying Warrants | |
Beginning balance | shares | |
Issued | shares | 1,571,430 |
Exercised | shares | |
Expired | shares | |
Ending balance | shares | 1,571,430 |
Weighted Average Exercise Price | |
Beginning balance | $ / shares | |
Issued | $ / shares | 0.01 |
Exercised | $ / shares | |
Expired | $ / shares | |
Ending balance | $ / shares | $ 0.01 |
Weighted Average Remaining Contractual Life | |
Beginning balance | |
Issued | 3 years |
Ending balance | 3 years |
STOCKHOLDER'S EQUITY (Details N
STOCKHOLDER'S EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Apr. 15, 2016 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Purchase price (in dollars per share) | $ 0.70 | ||
Number of warrant issued | 1,571,430 | ||
Warrant term | 3 years | ||
Exercise price (in dollars per share) | $ 0.01 | ||
2016 Stock Incentive Plan [Member] | |||
Common stock authorized | 7,680,000 | ||
Private Placement [Member] | |||
Number of shares issued in transaction | 214,286 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Purchase price (in dollars per share) | $ 0.70 | ||
Proceeds from issuance of private placement | $ 150,000 | ||
Private Placement 2 [Member] | |||
Number of shares issued in transaction | 785,715 | ||
Description of transaction | one share and warrant to purchase two share of Company’s common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Purchase price (in dollars per share) | $ 0.70 | ||
Proceeds from issuance of private placement | $ 550,000 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Current expense (benefit): | ||
Federal | ||
State | ||
Total current expense (benefit): | ||
Deferred expense (benefit): | ||
Federal | 199,720 | |
Foreign jurisdiction income tax | 26,611 | |
Total deferred expense (benefit): | 226,331 | |
Total income tax expense (benefit): | $ 226,331 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax expense, at U.S. federal statutory Rate | 21.00% | 21.00% |
Foreign jurisdiction income tax | 4.75% | 4.75% |
Valuation allowance | (25.75%) | (25.75%) |
Effective income tax rate reconciliation |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Stock Compensation | $ 16,205 | |
Depreciation | 585 | 3,066 |
Amortization | 97,471 | (7,460) |
Net operating losses | 576,103 | 369,096 |
Total Deferred tax assets | 690,363 | 364,702 |
Less: Allowance for deferred tax assets | (690,363) | (364,702) |
Net deferred tax asset (liability) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Mar. 31, 2019USD ($) |
US Federal [Member] | |
Net operating loss carry forwards | $ 2,562,547 |
Foreign Subsidiary [Member] | |
Net operating loss carry forwards | $ 527,019 |
EARNINGS AND LOSS PER SHARE (De
EARNINGS AND LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (1,268,047) | $ (2,259,067) |
Weighted average common shares outstanding | 96,211,435 | 91,287,934 |
Basic net income (loss) per share of common stock | $ (0.01) | $ (0.02) |
EARNINGS AND LOSS PER SHARE (_2
EARNINGS AND LOSS PER SHARE (Details Narrative) | 12 Months Ended |
Mar. 31, 2019USD ($)shares | |
Earnings Per Share [Abstract] | |
Convertible debt | $ | $ 2,095,483 |
Conversion of convertible debt | 36,122,380 |
Number of warrant issued | 1,571,430 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 75,272 |
2021 | 80,067 |
2022 | 85,116 |
2023 | 90,549 |
2024 | 96,401 |
2025 | $ 72,301 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | Sep. 30, 2018USD ($) | Oct. 05, 2015USD ($) | Mar. 31, 2016USD ($)ft² | Mar. 31, 2019ft² |
INDIA (Bangalore City) [Member] | ||||
Maintenance fee | $ 6,270 | |||
Office space | ft² | 4,080 | |||
Director 1 [Member] | ||||
Office space | ft² | 2,455 | |||
Indian Railway Catering and Tourism Corporation [Member] | ||||
Maintenance fee | $ 8,600 | |||
Application Programming Interface (API) Agreement [Member] | Indian Railway Catering and Tourism Corporation [Member] | ||||
Maintenance fee | $ 7,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 08, 2019 | Apr. 22, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Number of units issued, share | 1,489,443 | ||||
Shares issued price per share (in dollars per share) | $ 0.70 | ||||
Number of units issued, value | $ 1,042,610 | ||||
Common stock, conversion basis | Each unit consists of one share of the Company’s common stock and two warrants to purchase common stock. | ||||
Description of exercised warrant | Each warrant can be exercised at any time prior to June 30, 2022 for the purchase of one share of the Company’s common stock at an exercise price of $0.01. | ||||
Number of stock issued, shares | 1,000,001 | ||||
ARNA GLOBAL LLC [Member] | |||||
Face amount | $ 300,000 | ||||
Subsequent Event [Member] | ARNA GLOBAL LLC [Member] | |||||
Repayments of debt | $ 300,000 | ||||
Subsequent Event [Member] | PRAMA Hotels And Resorts Limited [Member] | |||||
Percentage of voting interests acquired | 51.00% | ||||
Consideration transferred | $ 3,242,857 | ||||
Consideration transferred, cash | 1,400,000 | ||||
Consideration transferred, equity interests issued | $ 1,842,857 | ||||
Consideration transferred, equity interests issued (in shares) | 2,632,653 | ||||
Share price (in dollars per share) | $ 0.70 | ||||
Warrant [Member] | Subsequent Event [Member] | |||||
Number of stock issued, shares | 1,571,430 | ||||
Proceeds from warrant exercises | $ 15,714 | ||||
Common Stock [Member] | |||||
Number of stock issued, shares | 3,660,001 | ||||
Common Stock [Member] | Subsequent Event [Member] | |||||
Number of stock issued, shares | 25,462,167 | ||||
Reduction liabilities | $ 1,150,483 |