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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2012

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

For the transition period from _______ to _______

Commission File No. 333-171572

India Ecommerce Corporation
(Exact name of registrant as specified in its charter)

Nevada
27-4592289
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

5540 Fifth Avenue #18, Pittsburgh, PA
15232
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (412) 450-0028  
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes           o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
ý Yes            o No (Not required)

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

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company ý

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:   25,337,500 shares of common stock as of August 3, 2012
 


 
1

 
 
INDIA ECOMMERCE CORPORATION
FOR THE FISCAL QUARTER ENDED
June 30, 2012

INDEX TO FORM 10-Q

 
PART I
 
Page
     
Item 1
Financial Statements (Unaudited)
3
Item 2
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
13
Item 3
Quantitative and Qualitative Disclosures About Market Risk
17
Item 4
Controls and Procedures
17
     
PART II
   
     
Item 1
Legal Proceedings
18
Item 1A
Risk Factors
18
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3
Defaults Upon Senior Securities
18
Item 4
Mine Safety Disclosures
18
Item 5
Other Information
18
Item 6
Exhibits
18
 
Signatures
19
 

 
 
 
 
 
2

 
 
PART I

Item 1
Financial Statements
 
India Ecommerce Corporation
(A Development Stage Company)
Balance Sheets
             
             
             
   
June 30, 2012
   
December 31, 2011
 
 ASSETS
 
Unaudited
       
             
Current assets
           
Cash
  $ 4,878     $ 8,676  
Total current assets
    4,878       8,676  
                 
Deposits
    1,090       1,090  
Property and equipment, net
    6,390       5,803  
Website development, net
    3,104       3,104  
Total noncurrent assets
    10,584       9,997  
                 
Total assets
  $ 15,462     $ 18,673  
                 
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities
               
    Accounts payable and accrued liabilities   $ 3,650     $ 4,510  
       Total current liabilities     3,650       4,510  
                 
Commitments and contingencies
               
                 
Stockholders' equity
               
    Common stock $0.001 par value;                
       75,000,000 shares authorized, 25,287,500 and                
       24,750,000 shares issued and outstanding     25,288       24,750  
    Common stock payable     50       100  
    Additional paid-in capital     115,548       99,286  
    Accumulated deficit during the development stage     (129,074 )     (109,973 )
       Total stockholders' equity     11,812       14,163  
                 
Total liabilities and stockholders' equity
  $ 15,462     $ 18,673  
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
India Ecommerce Corporation
(A Development Stage Company)
Statements of Operations
Unaudited
                                 
                                 
                       
For the Period From
   
For the Period From
 
     
For the Three Months Ended
   
For the Three Months Ended
   
For the Six Months Ended
   
January 19, 2011 (Inception) to
   
January 19, 2011 (Inception) to
 
     
June 30, 2012
   
June 30, 2011
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
 
                                 
Expenses
                               
General and administrative
    $ 12,033     $ 46,058     $ 18,253     $ 61,240     $ 126,850  
Depreciation
      430       344       848       688       2,224  
       Total expenses     12,463       46,402       19,101       61,928       129,074  
                                           
Net loss
    $ (12,463 )   $ (46,402 )   $ (19,101 )   $ (61,928 )   $ (129,074 )
                                           
Net loss per common share -
                                         
basic and diluted
    $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )
                                           
Weighted average common
                                         
shares outstanding -
                                         
basic and diluted
      25,287,500       24,500,000       25,179,876       13,913,580       21,493,348  
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
4

 
 
India Ecommerce Corporation
(A Development Stage Company)
Statements of Stockholders' Equity
                                           
                                           
         
 
                           
Total
 
   
Common Stock
   
Additional
   
Common Stock Payable
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Paid-in Capital
   
Shares
   
Amount
   
Deficit
   
Equity
 
 Balance, January 19, 2011 (Inception)
    -     $ -     $ -       -     $ -     $ -     $ -  
                                                         
 Issuance of common stock for services
                                                       
   at $0.001 per share     6,750,000       6,750       -       -       -       -       6,750  
                                                         
 Issuance of common stock for reimbursement
                                                       
   of expenditures paid by stockholders prior                                                        
   to incorporation at $0.001539 per share                                                        
   categorized as follows:                                                        
   Cash     64,996       65       35       -       -       -       100  
   Prepaid expenses and deposits     1,553,394       1,553       837       -       -       -       2,390  
   Property and equipment     4,666,033       4,666       2,513       -       -       -       7,179  
   Website development     2,017,463       2,017       1,087       -       -       -       3,104  
   General and administrative expenses     4,948,114       4,949       2,664       -       -       -       7,613  
                                                         
 Issuance of common stock for cash pursuant
                                                       
   to a private placement at $0.02 per share     4,750,000       4,750       92,150       100,000       100       -       97,000  
                                                         
 Net loss
    -       -       -       -       -       (109,973 )     (109,973 )
                                                         
 Balance, December 31, 2011
    24,750,000       24,750       99,286       100,000       100       (109,973 )     14,163  
                                                         
 Issuance of common stock payable
    100,000       100       -       (100,000 )     (100 )     -       -  
                                                         
 Issuance of common stock for cash pursuant
                                                       
   to a private placement at $0.02 to $0.10                                                        
   per share     437,500       438       16,262       50,000       50       -       16,750  
                                                         
 Net loss
    -       -       -       -       -       (19,101 )     (19,101 )
                                                         
 Balance, June 30, 2012 (Unaudited)
    25,287,500     $ 25,288     $ 115,548       50,000     $ 50     $ (129,074 )   $ 11,812  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
India Ecommerce Corporation
(A Development Stage Company)
Statements of Cash Flows
                   
                   
                   
         
For the Period From
   
For the Period From
 
   
For the Six Months Ended
   
January 19, 2011 (Inception) to
   
January 19, 2011 (Inception) to
 
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
 
   
Unaudited
         
Unaudited
 
Cash flows from operating activities:
                 
Net loss
  $ (19,101 )   $ (61,928 )   $ (129,074 )
Adjustments to reconcile net loss to net
                       
cash used by operating activities:
                       
Depreciation
    848       688       2,224  
Stock-based compensation
    -       16,753       16,753  
Changes in operating assets and liabilities:
                       
Deferred offering costs
    -       (40,000 )     -  
Prepaid expenses
    -       (591 )     -  
Deposits
    -       (1,090 )     (1,090 )
Accounts payable and accrued liabilities
    (860 )     1,200       3,650  
Net cash used by operating activities
    (19,113 )     (84,968 )     (107,537 )
                         
Cash flows from investing activities:
                       
Purchases of fixed assets
    (1,435 )     -       (1,435 )
Net cash used by investing activities
    (1,435 )     -       (1,435 )
                         
Cash flows from financing activities:
                       
Proceeds from issuance of common stock
    16,750       90,100       113,850  
Net cash provided by financing activities
    16,750       90,100       113,850  
                         
Net change in cash
    (3,798 )     5,132       4,878  
                         
Cash, beginning of period
    8,676       -       -  
                         
Cash, end of period
  $ 4,878     $ 5,132     $ 4,878  
                         
Supplemental disclosure of cash flow information:
                       
Interest paid
  $ -     $ -     $ -  
Taxes paid
  $ -     $ -     $ -  
                         
Supplemental disclosure of noncash investing
                       
and financing activities:
                       
Issuance of common stock to acquire
                       
property and equipment
  $ -     $ 7,179     $ 7,179  
Issuance of common stock for
                       
website development
  $ -     $ 3,104     $ 3,104  
 
The accompanying notes are an integral part of these financial statements.
 
 
6

 
India Ecommerce Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
Unaudited

1.           DESCRIPTION OF BUSINESS

India Ecommerce Corporation (the “Company”) was incorporated under the laws of the state of Nevada on January 19, 2011.

The Company plans to build, promote and manage a multitude of ecommerce properties, in both website and mobile application formats, for the Indian market.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended December 31, 2011.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The interim results for the six months ended June 30, 2012 are not necessarily indicative of results for the full fiscal year.

Year-End - The Company has selected December 31 as its year end.

Development Stage Company - The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan, and obtaining additional debt and/or equity related financing.

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.
 
 
7

 
India Ecommerce Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
Unaudited
 
 
Transfers of Nonmonetary Assets by Stockholders - The Company records transfers of nonmonetary assets to the Company by stockholders in exchange for common stock at the stockholders’ historical cost basis determined in conformity with generally accepted accounting principles in the United States of America.

Cash - Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

Concentration of Credit Risk for Cash Held at Banks - The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of June 30, 2012 no amounts were in excess of the federally insured program.

Deposits - Deposits include a security deposit for office space located in Indore, Madhya Pradesh, India.

Property and Equipment - Property and equipment are stated at cost less accumulated depreciation.  Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized.  The cost of repairs and maintenance is expensed as incurred.  Depreciation is provided on the straight-line method over the estimated useful lives of the assets.   Upon sale or other disposition of a depreciable asset, the cost and accumulated depreciation are removed from property and equipment and any gain or loss is reflected as a gain or loss from operations.

The estimated useful lives are:

Furniture and fixtures
7 years
Computers and office equipment
3-5 years

Website Development - The Company capitalizes the costs associated with the development of its website.  Other costs related to the maintenance of the website are expensed as incurred.  Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes.   The Company will commence amortization once the website is completed and is fully operational.  As of June 30, 2012, the website was under construction and the Company had not commenced amortization.

Impairment of Long-lived Assets - The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of property and equipment or whether the remaining balance of property and equipment should be evaluated for possible impairment.
 
 
8

 
India Ecommerce Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
Unaudited

 
Revenue Recognition Policy - The Company will recognize revenue once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.  The Company did not recognize any revenues from January 19, 2011 (inception) through June 30, 2012.

Fair Value of Financial Instruments - The Company discloses, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of June 30, 2012 the carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature of such financial instruments.

Share-based Compensation - The Company recognizes share-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.  Compensation expense is generally recognized on a straight-line basis over the vesting period.  

Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on earnings, capital requirements and financial condition, as well as other relevant factors.   The Company does not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in the business.

Earnings (Loss) per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of June 30, 2012.

Risks and Uncertainties - The Company’s operations and future are dependent in a large part on its ability to develop its business model in a competitive market.  The Company intends to operate in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure. The Company’s inability to meet its business plan and target customer demand may have a material adverse effect on its financial condition, results of operations and cash flows.
 
Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary.
 
 
9

 
India Ecommerce Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
Unaudited

 
Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company’s deferred tax assets, which increase income tax expense in the period when such a determination is made.

Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations.

Recent Accounting Pronouncements - In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

3.           GOING CONCERN

The Company incurred a net loss of $19,101 during the six months ended June 30, 2012 and has an accumulated net loss of $129,074 since inception.  The Company is in the development stage of operations, has not generated any revenues since inception and anticipates that it will continue to generate losses in the near future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
 
 
10

 
India Ecommerce Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
Unaudited

These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock and ultimately to attain profitability.

Management’s plan, in this regard, is to raise additional financing through a combination of equity and debt financing. Management believes this amount will be sufficient to finance the continuing development for the next twelve months. However, there is no assurance that the Company will be successful in raising such financing.

4.           PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of June 30, 2012 and December 31, 2011:

   
2012
   
2011
 
             
Computer and office equipment
  $ 8,614     $ 7,179  
Accumulated depreciation
    (2,224 )     (1,376 )
Property and equipment, net
  $ 6,390     $ 5,803  

5.           WEBSITE DEVELOPMENT COSTS

As of June 30, 2012 and December 31, 2011, the Company‘s website development costs are as follows:

   
2012
   
2011
 
             
Website development costs
  $ 3,104     $ 3,104  
Accumulated amortization
    -       -  
Website development, net
  $ 3,104     $ 3,104  

6.           STOCKHOLDERS’ EQUITY

In March 2011, the Company issued 6,750,000 shares of its common stock to various consultants for services at $0.001 per share.  The value of those shares totaled $6,750.
 
 
11

 
India Ecommerce Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
Unaudited

 
In March 2011, the Company issued 13,250,000 shares of its 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.

Between March and December of 2011, the Company issued 4,850,000 shares of its common stock to various accredited investors pursuant to a private placement at $0.02 per share. The gross proceeds from the issuance were $97,000.  As of December 31, 2011 100,000 of those shares had not been issued and were reflected as common stock payable.  The shares were issued in February 2012.

From January to June of 2012, the Company issued 487,500 shares of its common stock to various accredited investors pursuant to a private placement at a range of $0.02 to $0.10 per share. The gross proceeds from the issuance were $16,750.  As of June 30, 2012 50,000 of those shares had not been issued and are reflected as common stock payable.  The shares were issued in July 2012.

7.           SUBSEQUENT EVENTS

In July 2012, the Company issued 40,000 shares of its common stock to various accredited investors pursuant to a private placement at $0.10 per share. The gross proceeds from the issuance were $4,000.
 
 
12

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

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report.  Various statements have been made in this Quarterly Report on Form 10-Q that may constitute “forward-looking statements”.  Forward-looking statements may also be made in the Company’s other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents.  In addition, the Company through its management may make oral forward-looking statements.

Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements.  The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements.  These statements are not guarantees of future performance, and therefore, you should not put undue reliance upon them.  Some of the statements that are forward-looking include: our ability to successfully implement our business plan; our estimates of revenues and of other expenses associated with our operations; and our ability to generate sufficient cash flows and maintain adequate sources of liquidity to finance our ongoing operations and capital expenditures.  The Company undertakes no obligation to update or revise any forward-looking statements.

History and Overview

India Ecommerce Corporation (the “Company”) was incorporated under the laws of the state of Nevada on January 19, 2011.

Plan of Operations

The Company plans to build, promote and manage a multitude of ecommerce properties, in both website and mobile application formats, for the Indian market.

Our Timeline

Over the next 18 months, IEC will continue to develop and market ecommerce properties. We will commence launching our ecommerce properties to the general public in the third quarter of 2012. We shall continue completing the product designs of subsequent properties for commercial launch in the fourth quarter of 2012.

Our planned launches will target the growing consumer and B2B ecommerce opportunities in India. To continuously launch ecommerce properties, IEC will need to raise investment capital.

The investment capital needed would be lessened to the extent we generate revenues. However, we feel that projections of revenues would be too speculative to make at this time due to our lack of operating history.

For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Personnel Plan

IEC wants to maintain a small staff on our payroll so that we can be nimble. To accomplish this goal, we will employ "contract" employees for our initial projects and "hire" the best performing of these employees going forward. This allows us to avoid mistakes in filling up our human resource roster with underperforming employees.

We will recruit a top level advertising salesperson to our team upon receiving funding. We have begun recruitment of this person and view this as very important to our overall strategy. 

Recruiting top level personnel will be aided by share based compensation tied to overall performance. 

Executive cash compensation will be minimal due to their equity stakes with IEC. Key executive operations, such as Finance and Human Resources will be outsourced until a full time presence is necessary. 
 
We may require additional financing thereafter to sustain our business operations if we are not successful in earning significant revenues once our business plan is enacted.
 
We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including our ability to initially attract investments prior to revenue generation, and thereafter our ability to grow our brand and penetrate our market.
 
 
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We expect to be able to remain in business and develop our first commercial website in the third quarter of 2012.  We feel confident that the Company will be able to additional investment capital, although there can be no assurance that any additional amounts can be raised.

Results of Operations
 
The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.
 
Three months ended June 30, 2012 and 2011

The Company did not generate any revenue during the three months ended June 30, 2012. Our total expenses during this three month period were $12,463 for general and administrative and depreciation expenses, resulting in a net loss of $12,463.  The largest components of general and administrative expense during the three months ended June 30, 2012 were filing fees $3,455, accounting fees $7,515 and legal fees $1,000.

Similarly, the Company did not generate any revenue during the three months ended June 30, 2011. Our total expenses for this period were $46,402 for general and administrative and depreciation expenses, resulting in a net loss of $46,402.  The largest components of general and administrative expense were accounting fees $4,700 and consulting fees $40,000.

Six months ended June 30, 2012 and the period from January 19, 2011 (inception) to June 30, 2011

The Company did not generate any revenue during the six months ended June 30, 2012. Our total expenses during this six month period were $19,101 for general and administrative and depreciation expenses, resulting in a net loss of $19,101.  The largest components of general and administrative expense during this six month period were filing fees $5,240, accounting fees $8,015 and legal fees $3,500.

Similarly, the Company did not generate any revenue during the period from January 19, 2011 (inception) to June 30, 2011. Our total expenses for this period were $61,928 for general and administrative and depreciation expenses, resulting in a net loss of $61,928.  The largest components of general and administrative expense were office rent $3,946, accounting fees $4,700, consulting fees $47,625 and travel $2,233.

For the period from January 19, 2011 (inception) to June 30, 2012

The Company did not generate any revenue during the period from January 19, 2011 (inception) to June 30, 2012. During this development stage, the Company was primarily focused on corporate organization, the initial public offering and the research and development of our websites.

Our total expenses for the period from January 19, 2011 (inception) to June 30, 2012 were $129,074 for general and administrative and depreciation expenses.  As a result, our accumulative net loss since inception is $129,074. 

Operating Activities

During the six months ended June 30, 2012, the Company used cash in the amount of $19,113 for operating activities. Cash used in operating activities included a $19,101 net loss, $848 depreciation expense and $860 decrease in accounts payable and accrued liabilities.

During the period from January 19, 2011 (inception) to June 30, 2011, the Company used cash in the amount of $84,968 for operating activities. Cash used in operating activities included a $61,928 net loss, $688 depreciation expense, $16,753 stock-based compensation, $40,000 increase in deferred offering costs, $591 increase in prepaid expenses, $1,090 increase in deposits and $1,200 increase in accounts payable and accrued liabilities.

During the period from January 19, 2011 (inception) to June 30, 2012, the Company used cash in the amount of $107,537 for operating activities. Cash used in operating activities included a $129,074 net loss, $2,224 depreciation expense, $16,753 stock-based compensation, $1,090 increase in deposits and $3,650 increase in accounts payable and accrued liabilities.
 
 
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Investing Activities

Investing activities for the three months ended June 30, 2012 included the purchase of fixed assets in the amount of $1,435, for total cash used in investing activities of $1,435.

Investing activities for the period from January 19, 2011 (inception) to June 30, 2011 were non-cash in nature.   The Company issued shares of its common stock to acquire property and equipment and for website development having a fair market value of $7,179 and $3,104, respectfully.

Financing Activities

From January 19, 2011 (inception) to June 30, 2012, the Company received proceeds from issuance of common stock in the amount of $113,850 of which $16,750 was received during the six months ended June 30, 2012 and $90,100 was received during the period from January 19, 2011 (inception) to June 30, 2011.

We expect significant expenditures during the next 12 months, contingent upon raising capital.  These anticipated expenditures are for product development, marketing, equipment and overhead. We do not have sufficient funds to conduct our proposed operations for 12 months or more.   If we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to develop operations and become profitable. In order to obtain capital, we may need to sell additional shares of common stock or borrow funds from private lenders pursuant to instruments which are junior to our outstanding secured debt instruments. There can be no assurance that we will be successful in obtaining additional funding.

We will still need additional financing in order to continue operations. Additional financings are being sought, but we cannot guarantee that we will be able to obtain such financings.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.  However, the low price of our common stock and a downturn in the U.S. stock and debt markets is likely to make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations.

Liquidity and Financial Condition

As of June 30, 2012 we had current assets of $4,878, current liabilities of $3,650 and working capital of $1,228.  We will require additional financing to implement our business plan for our product manufacturing and sale through August 31, 2013. We may require additional financing thereafter to sustain our business operations if we are not successful in earning significant revenues once our business plan is enacted.

Going Concern

The Company incurred a net loss of $19,101 during the six months ended June 30, 2012 and has an accumulated net loss of $129,074 since inception.  The Company is in the development stage of operations, has not generated any revenues since inception and anticipates that it will continue to generate losses in the near future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock and ultimately to attain profitability.
 
 
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Management’s plan, in this regard, is to raise additional financing through a combination of equity and debt financing. Management believes this amount will be sufficient to finance the continuing development for the next twelve months. However, there is no assurance that the Company will be successful in raising such financing.

Summary of Significant Accounting Policies
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.  
 
Our significant accounting policies are summarized in Note 2 of our unaudited interim financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
 
We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our unaudited interim financial statements:
 
Development Stage Company
 
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan, and obtaining additional debt and/or equity related financing.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Transfers of Nonmonetary Assets by Stockholders

The Company records transfers of nonmonetary assets to the Company by stockholders in exchange for common stock at the stockholders’ historical cost basis determined in conformity with generally accepted accounting principles in the United States of America.

Share-based Compensation

The Company recognizes share-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.  Compensation expense is generally recognized on a straight-line basis over the vesting period.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
 
 
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Recently Issued Accounting Pronouncements
 
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3     Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4     Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive and Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and 15d-15 (b) under the Securities Exchange Act of 1934 (the “Exchange Act”).  Based on that evaluation, our Chief Executive and Interim Chief Financial Officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
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PART II

Item 1
Legal Proceedings

None.

Item 1A
Risk Factors

Not required for a smaller reporting company.

Item 2            Unregistered Sales of Equity Securities and Use of Proceeds

From January to June of 2012, the Company issued 487,500 shares of its $0.001 par value common stock to various accredited investors pursuant to a private placement at a range of $0.02 to $0.10 per share. The gross proceeds from the issuance were $16,750.  As of June 30, 2012 50,000 of those shares had not been issued and are reflected as common stock payable.  The 50,000 shares were issued in July 2012.

In July 2012, the Company issued 40,000 shares of its $0.001 par value common stock to various accredited investors pursuant to a private placement at $0.10 per share. The gross proceeds from the issuance were $4,000.

The Company is using the proceeds from the sale of its common stock for general working capital purposes.

Item 3            Defaults upon Senior Securities

None. 

Item 4            Mine Safety Disclosures

N/A.

Item 5
Other Information

None.

Item 6
 Exhibits

Number
Exhibit
   
31.1
Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document

*  Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
 
 
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SIGNATURES

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


 
India Ecommerce Corporation
   
Date: August 3, 2012
/s/ Ashish Badjatia
 
Ashish Badjatia
President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Accounting and Financial Officer)
 
 
 
 
 
 
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