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| EX-5.1 - EXHIBIT 5.1 - YSTRATEGIES CORP. | ex5_1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDIA ECOMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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7371
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27-4592289
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(State or other Jurisdiction
of Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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5540 Fifth Avenue #18
Pittsburgh, PA 15232
(412) 450-0028
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Aspen Asset Management
6623 Las Vegas Blvd South, Suite 255
Las Vegas, NV 89119
(702) 360-0652
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ashish Badjatia
INDIA ECOMMERCE CORPORATION
5540 Fifth Avenue #18
Pittsburgh, PA 15232
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after this Registration Statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filed,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
CALCULATION OF REGISTRATION FEE
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Title of Each Class Of
Securities To Be Registered
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Amount To
Be
Registered
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Proposed
Maximum
Offering
Price
Per
Security (1)
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Common Stock, par value $.001 per share
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6,070,000
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$
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0.02
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$
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121,400
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$
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53.73
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(1)
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The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our stockholders in a private placement memorandum. The selling stockholders may sell shares of our common stock at a fixed price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.02 has been determined as the selling price based upon the original purchase price paid by the selling stockholders of $0.02. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
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EXPLANATORY NOTE
The purpose of this Amendment No. 5 to the Company's Registration Statement on Form S-1is solely to furnish updated Exhibits 5.1 and 23.2 to Part II. No other changes have been made to the Form S-1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:
NATURE OF EXPENSE AMOUNT
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SEC Registration fee
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$
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53.73
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Accounting fees and expenses
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10,000
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*
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Legal fees and expenses
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22,000
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*
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Miscellaneous
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15,000
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*
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TOTAL
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$
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47,053.73
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*
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* Estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation and Bylaws provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable to us or our stockholders for damages for breach of such director's or officer's fiduciary duty. The effect of these provisions of our Articles of Incorporation and Bylaws is to eliminate our rights and our stockholders (through stockholders' derivative suits on behalf of our Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation and Bylaws, as amended, are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In March 2011, the registrant sold the following securities that were not registered under the Securities Act of 1933, as amended.
In March 2011, the Company issued 6,750,000 shares of its $0.001 par value common stock to various consultants for services at $0.001 per share. The value of those shares totaled $6,750.
In March 2011, the Company issued 13,250,000 shares of its $0.001 par value common stock to stockholders for reimbursement of expenditures paid prior to incorporation at $0.001539 per share. The value of those shares totaled $20,386.
In March 2011, the Company sold 4,500,000 shares of its $0.001 par value common stock to various accredited investors in a private placement at $0.02 per share. The gross proceeds from the sale were $90,000.
* All of the above offerings and sales were deemed to be exempt under either rule 506 of Regulation D and Section 4(2) or Rule 902 of Regulation S of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, friends or business associates of executive officers of IEC, and transfer was restricted by IEC in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. The individuals and entities to whom we issued securities as indicated in this section are unaffiliated with us.
ITEM 16. EXHIBITS.
The following exhibits are included as part of this Form S-1. References to “the Company” in this Exhibit List mean INDIA ECOMMERCE CORPORATION, a Nevada corporation.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation
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3.2
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Bylaws
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3.3
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Corporate Charter
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5.1
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Opinion of Frederick C. Bauman*
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10.1
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Lease dated August 19, 2010 between Covetus Technologies Pvt. Ltd. And Ashish Badjatia for premises located in Indore, India.
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10.2
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Lease termination dated March 31, 2011 between Covetus Technologies Pvt. Ltd. and Ashish Badjatia for premises located in Indore, India.
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10.3
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Lease option dated April 1, 2011 between Covetus Technologies Pvt. Ltd. and India Ecommerce for premises located in Indore, India.
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10.4
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Agreement dated January 3, 2011 between Aspen Asset Management and the Company, including Schedule A and B thereto.
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23.1
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Consent of L.L. Bradford & Company
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23.2
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Consent of Frederick C. Bauman as in Exhibit 5.1*
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*Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to:
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(1)
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File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
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(i)
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Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
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(ii)
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Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement, and
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(iii)
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Include any additional or changed material information on the plan of distribution.
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(2)
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For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
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(3)
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File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorizes this registration statement to be signed on its behalf by the undersigned, in the City of Las Vegas, State of Nevada, on January 27, 2012.
INDIA ECOMMERCE CORPORATION
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Date: January 27, 2012
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By
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/s/ Ashish Badjatia
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Ashish Badjatia
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Chief Executive Officer (Principal Executive Officer),
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer), and Director |
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By
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/s/ Rohit Gangwal
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Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of INDIA ECOMMERCE CORPORATION, a Nevada corporation, do hereby constitute and appoint Ashish Badjatia or his true and lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, including post-effective amendments, to this Registration Statement or any registration statement relating to this offering to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and each of the undersigned hereby ratifies and confirms that said attorney and agent, shall do or cause to be done by virtue thereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney. In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated:
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Signature
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Title
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Date
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/s/ Ashish Badjatia
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President, CEO, CFO, Principal
Accounting Officer and Director |
January 27, 2012
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/s/ Rohit Gangwal
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Director
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January 27, 2012
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