YSTRATEGIES CORP. - FORM 10-Q

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EX-32 - YSTRATEGIES CORP.	ex32.htm
EX-31 - YSTRATEGIES CORP.	ex311.htm

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 March 31, 2015

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.)

1524 Rhine Street, 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). ☐ Yes ý No

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 50,079,156 shares of common stock as of June 29, 2015.

INDIA ECOMMERCE CORPORATION

FOR THE FISCAL QUARTER ENDED

March 31, 2015

INDEX TO FORM 10-Q

PART I		Page

Item 1	Unaudited Condensed Financial Statements	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	19
	Signatures	20

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PART I

Item 1 Financial Statements

INDIA ECOMMERCE CORPORATION
Condensed Balance Sheets

	March 31,			December 31,
	2015			2014
	(Unaudited)
ASSETS

Current assets
Cash	$	3,068		$	10,713
Deposits		280			280
Prepaid expenses		-			27,625
Total current assets		3,348			38,618

Long term assets
Property and equipment, net		1,650			2,081
Total long term assets		1,650			2,081

Total assets	$	4,998		$	40,699

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	11,174		$	8,189
Notes payable		4,500			54,500
Total current liabilities		15,674			62,689

Stockholders' deficit
Common stock $0.001 par value; 75,000,000 shares authorized; 50,079,156 and 36,119,167 shares issued outstanding, respectively		50,080			36,120
Additional paid-in capital		662,398			509,656
Accumulated deficit		(723,154	)		(567,766	)
Total stockholders' deficit		(10,676	)		(21,990	)

Total liabilities and stockholders' deficit	$	4,998		$	40,699

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION
Condensed Statements of Operations
(Unaudited)
	For the Three Months Ended
	March 31,
	2015		2014

Revenue	$	2,500	$	4,000

Operating expenses
General and administrative		40,270		24,341
Depreciation		431		431
Total operating expenses		40,701		24,772

Net operating loss		38,201		20,772

Other income and expense
Debt discount		-		3,285
Change in derivative liability		15		26,591
Loss on extinguishment of debt		116,687		-
Interest expense		485		10,348
Total other income and expense		117,187		40,224

Loss before provision for income taxes		155,388		60,996

Net loss	$	155,388	$	60,996

Net loss per common share - basic and diluted	$	0.0039	$	0.0024

Weighted average common shares outstanding -
basic and diluted		39,363,542		25,477,500

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION

Condensed Statements of Cash Fows

(Unaudited)

	For the Three Months Ended
	March 31,
	2015			2014

Cash flows from operating activities:

Net loss	$	(155,388	)		(60,996	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation		431			431
Amortization of prepaid expense		27,625			3,285
Loss on extinguishment of debt		116,687			4,500
Loss on change in derivative liability		15			26,591
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		2,985			(688	)

Net cash used by operating activities		(7,645	)		(26,877	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:

Payments on convertible notes payable		-			(25,000	)
Proceeds from convertible notes payable		-			32,500

Net cash provided by financing activities		-			7,500

Net change in cash		(7,645	)		(9,029	)
Cash, beginning of period		10,713			19,675

Cash, end of period	$	3,068		$	10,646


Non-cash investing and financing activities:
Common stock issued for settlement of debt and derivative liability	$	116,702		$	-

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2015

NOTE 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 India market.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of India Ecommerce Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014 contained in the Company's Form 10 K originally filed with the Securities and Exchange Commission on April 15, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have a material impact on the Company's financial condition and results of operations during the period in which such changes occurred.

Actual results could differ from those estimates. The Company's financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Deposits

Deposits include a security deposit for office space located in Pittsburgh, PA.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. The Company allocates 50% of its depreciation and amortization expenses to Cost of Sales.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2015

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

		Estimated
Classification		Useful Lives

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

Revenue Recognition

The Company recognizes revenue for its professional services when persuasive evidence of an arrangement exists, performance of services has occurred, the sales price is fixed or determinable and collectability is probable.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified. No impairment expense has been recorded on long-lived assets for the three months ended March 31, 2015 and March 31, 2014, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of March 31, 2015 and December 31, 2014.

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

During the three months ended the Company's derivative liability was considered a level 2 financial instrument. See Note 5, for disclosures related to determining the fair market value of the derivative liability. As of March 31, 2015, the Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2015

Stock-Based Compensation

The Company records stock-based compensation at fair value as of the date of grant and recognizes the corresponding expense over the requisite service period (usually the vesting period), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company's stock or the expected future volatility. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Loss per Common Share

Basic earnings per share are calculated dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no dilutive shares outstanding as of March 31, 2015.

Recently Adopted Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders' equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in previous years it had been in the development stage. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses through March 31, 2015 of $723,154. In addition, the Company's development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2015

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of March 31, 2015 and 2014:

	March 31,
	2015			2014
Computers and office equipment	$	8,614		$	8,614
less: accumulated depreciation		(6,964	)		(6,523	)
Equipment - net	$	1,650		$	2,091

Depreciation expense included as a charge to income was $431 for the three months ended March 31, 2015 and March 31, 2014, respectively.

NOTE 5 – NOTES PAYABLE

Convertible Notes Payable - Variable Conversion Price

On October 1, 2003 the Company issued a notes payable in the amount of $50,000 repayable on or before February 28, 2014.

On February 23, 2015, the holders of the note executed a Securities Exchange Agreement whereby they sold the note to a third unrelated party. Simultaneously, the Company amended the note to include a conversion feature equal to a 70% discount of the lowest intraday quoted price for the previous 45 trading days as traded on the National Quotations Bureau. No additional fees were charged to the Company.

The new note contained a modification which rendered it substantially different from the original note. Therefore, a loss from debt extinguishment is recognized for the difference in the fair value of the reacquisition price (including non-monetary assets) given up and the carrying value of the original instrument (instrument extinguished).

During the period from February 23, 2015 through March 23, 2015, the Company issued 13,959,989 of its common shares to repay the entire $50,000 balance of the note payable. Due to the variable conversion price, the Company recorded a derivative liability in connection with the convertible note payable.

The Company valued the derivative liability, consisting primarily of the embedded conversion feature of the convertible debt, at issuance at fair value and revalues its derivative financial instruments at each conversion date. Any change in fair value is charged to earnings of the period where the derivative financial instrument is modified or converted. The fair value of these derivative financial instruments was determined using the Black-Scholes option pricing model. The average inputs (or assumptions) the Company used to value the derivative liabilities at issuance and conversions during the period ended March 31, 2015 were as follows:

(1) dividend yield of 0%

(2) expected daily volatility of 109%

(3) risk-free interest rate of 0.52%

(4) expected life of 0.4 years, and

(5) estimated fair value of the Company's common stock of $0.015 per share.

The components of notes payable at March 31, 2015 and December 31, 2014 are summarized in the table below:

	March 31,		December 31,
	2015		2014
Note payable – 24% interest, unsecured and due January 2013	$	4,500	$	4,500
Note payable – repayable on February 28, 2014 with interest of $25,000, secured		-		50,000
	$	4,500	$	54,500

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2015

NOTE 6 – STOCKHOLDERS' DEFICIT

Between February 23, 2015 and March 23, 2015 the Company issued 13,959,989 of its restricted common shares to liquidate a note payable of $50,000. The shares were issued at an average price of $0.0036 per share

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.001 per share. There are no preferred shares authorized to be issued. There were 50,079,156 and 36,119,167 shares of common stock issued and outstanding at March 31, 2015 and December 31, 2014 respectively.

During the year ended December 31, 2014, the Company sold 6,000,000 shares of common stock, for $0.02 per share, or total cash proceeds of $120,000.

During the year ended December 31, 2014, the Company issued 4,166,667 shares of common shares to various parties, for services rendered, as well as warrants to purchase 1,666,667 shares of common stock at $0.06 per share through December 1, 2019. The services were valued at $249,125 and was based on the fair value of stock and warrants issued on the date the shares were issued, which was an average of $0.06 per share.

On October 7, 2014, the Company issued 225,000 of its restricted common shares, to a lender, to fulfill the obligation to provide the lender with those shares if the loan was not repaid by January 11, 2013, which shares were recorded at a fair value of $0.05 per share, charged to interest expense.

On December 31, 2014, the Company recorded stock subscriptions payable for 500,000 shares of common shares, to a lender, to fulfill the obligation to provide the lender with those shares as the loan was not repaid by its maturity date of February 28, 2014, which shares were recorded at a fair value of $0.05 per share, charged to interest expense.

On December 30, 2014, the Company issued 250,000 of its restricted common shares to liquidate a note payable of $20,000 plus accrued interest of $711. The fair value of the stock was $0.05 and was based on the trading price per share of the Company on the date of issuance. As such, the Company recognized a gain on settlement of debt upon issuance of $8,211.

NOTE 7 – STOCK PURCHASE WARRANTS

During the year ended December 31, 2014, the Company issued 1,666,667 warrants to creditors to acquire its common stock. In applying the Black-Scholes options pricing model to the options and warrant grants, the fair value of our share-based awards granted were estimated using the following assumptions for the periods indicated below:

	December 31, 2014

Risk-free interest rate		1.52	%
Expected options life		2.50
Expected dividend yield		-
Expected price volatility		701	%

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2015

A summary of the status of the Company's stock options as of March 31, 2015 and changes during the periods ended December 31, 2014 and March 31, 2015 is presented below:

	Number of Warrants

Outstanding at December 31, 2013		-

Warrants granted		1,666,667
Warrants exercised		-
Warrants forfeited or expired		-
Outstanding at December 31, 2014		1,666,667
Exercisable at December 31, 2014		1,666,667

The following table summarizes information about options and warrants as of March 31, 2015:

		Warrants Outstanding						Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price

$	0.06		1,666,667		4.67	$	0.06		1,666,667	$	0.06
			1,666,667		4.67	$	0.06		1,666,667	$	0.06

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this report and has not identified any reportable events.

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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 our other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents. In addition, through our management we 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. We undertake no obligation to update or revise any forward-looking statements.

History and Overview

India Ecommerce Corporation (“we,” “our,” “us,” or “the Company”) was incorporated on January 19, 2011 under the laws of the State of Nevada.

Plan of Operations

We are in the business of developing, promoting distribution, and managing television networks, television productions and ecommerce websites/mobile applications, targeting a wide-ranging marketplace in the United States and in India in both the consumer and business marketplace. Our goal is to push our television and online services into the marketplace in a quick and efficient manner to capture first mover advantages, and to acquire a user/viewer/subscriber base from which we can build our proprietary ecommerce solutions.

India Ecommerce Corporation launched the development of a number of websites in the third quarter, and all of these have experienced growth in unique visitors in the fourth quarter. Through a partnership with Jeffrey Martin Global Media, LLC, a TV production and management company, we have also begun operating under the brand name "uknowme."

Nyooz and HRelate

Both NyoozFlix.com and HRelate.com continued to gain in unique users in Q4. These websites will undergo major design changes in Q2 in 2015 to boost page views. There is continued interest in "Nyooz" branded TV productions, and those discussions are being led under our "uknowme" brand.

HRelate experienced rapid growth in Q1, and it is expected that the website will reach page view targets to qualify for expanded marketing efforts sometime in Q3.

Zootout

Our partnership with Zootout continued in Q1. Zootout.com is an up and coming website in India focused on events as a location-based directory in India. We will continue to aide Zootout with their technologies and functionality. Zootout will launch mobile apps for the iPhone, Android, and Windows throughout the second quarter of 2015, and has successfully begun its marketing push for paid subscribers at the end of Q1.

ePerty

ePerty.com continues to struggle to find an audience and will undergo a major overhaul throughout the next two quarters

Television

We signed a contract to jointly manage television operations with Jeffrey Martin Global Media, LLC. This operation launched in early February 2015, in three major markets (San Francisco, Chicago and Seattle) in the United States, and is expected to produce revenues towards the end of Q2. The joint venture is doing business as "uknowme." In following quarters, we will expand our reach to other television markets in the United States.

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Third Party Marketing

Through partnerships, we will be marketing third party products and services both on television and online. We will launch this in the second quarter of 2015.

Targeting Acquisitions

We are actively searching for acquisitions to jump-start our presence in the market, and are in advanced negotiations with companies that will provide ecommerce and traditional media solutions for the Indian and global markets.

Research and Development

The core of our business model is to develop and modify websites and television for the global Indian population. Websites and mobile applications need continuous attention and refinement. We plan to diversify our service offerings and develop mobile applications for each of our website properties.

Television also requires development. Our company will continue to raise capital to fund television property development, and expand into original content production, as well as advertisement production.

Intellectual Property

We have no patents or other protection for its intellectual property, and will rely on copyrights, trademarks, and corporate secrecy for protection for the foreseeable future.

Competition

The ecommerce market is highly competitive. It includes increasing competition from established companies who are expanding their production and marketing of performance products, as well as from frequent new entrants to the market. We will initially rely on the unique features and applications of our product to gain entrance to the marketplace.

Employees

We want 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 have identified top-level advertising salespeople in both the United States and in India that we can add to our team upon receiving funding. We 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 our Company. Key executive operations, such as Finance and Human Resources will be outsourced until a full time presence is necessary.

Change of Director and Officer

On January 31, 2015, Rohit Gangwal, resigned from his position as a Director and Officer for the Company. This was a planned departure, and at least one new Director will be announced in Q3.

Subsidiaries

We do not currently have any subsidiaries.

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Results of Operations

We are in the business of developing, promoting distribution, and managing television networks, television productions and ecommerce websites/mobile applications, targeting a wide-ranging marketplace in the United States and in India in both the consumer and business marketplace. 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 March 31, 2015 and 2014

We are in our infancy stage and have yet to generate revenue from our core business model. However, we have earned revenue from providing internet and web consulting services and during the three months ended March 31, 2015 we did earn $2,500 of revenue compared to $4,000 during the three months ended March 31, 2014. Our total expenses during this period were general and administrative expense of $40,270 as opposed to $24,341 for the three months ended March 31, 2015 and 2014, respectively; depreciation expense of $431 in each of the periods; $485 interest expense for the three months ended March 31, 2015 as opposed to $10,348 for the same period in 2014. We also incurred non-cash expenses of $116,702 with regard to the repayment of a convertible loan. General and administrative overhead increased due to the cost of developing and implementing our business plan. Interest cost decreased due to the repayment of loans and the conversion of debt to equity.

Liquidity and Capital Resources

During the three months ended March 31, 2015, we used cash in the amount of $7,645 for operating activities compared to $16,529 for the three months ended March 31, 2014. Cash used in operating activity during the three months ended March 31, 2015 included a net loss of $155,388 compared to a net loss of $60, 996 for the three months ended March 31, 2014. The net loss for the three months ended March 31, 2015 included non-cash depreciation expense of $431; amortization of prepaid expenses of $27,625; a charge of $116,687 as the loss on extinguishment of debt related to a $50,000 note payable. The net loss for the three months ended March 31, 2014 was $60,996 which included non-cash depreciation of $431; amortization of prepaid expenses of $3,285; a charge of $4,500 for the cost of common stock issued for services; accrued interest of $10,348; a charge of $26,591 for the change in a derivative liability. Accounts payable increased by $2,985 for the three months ended March 31, 2015 compared to a decrease of $688 for the three months ended March 31, 2014.

Investing Activities

We did not use any cash resources for investing activities during the three months ended March 31, 2015 or for the three months ended March 31, 2014.

Financing Activities

There was no financing activity during the three months ended March 31,2015 compared to the three months ended March 31, 2014, when we received proceeds from notes payable in the amount of $32,500 and repaid notes payable in the amount of $25,000 for net cash provided by financing activities of $7,500. The $32,500 loan plus a prepayment penalty of $16,250 was repaid during the same period.

Going Concern

During the three months, ended March 31, 2015, we incurred a net loss of $155,388, which included a non-cash discount and an extinguishment of debt cost to account for restricted common shares issued at $0.0036, to repay a $50,000 note payable. We have an accumulated deficit of $723,154 since inception. We are in the early stage of operations, and have, only, recently commenced generating revenue which amounted to $2,500 during the three months ended March 31, 2015 compared to $4,000 for the three months ended March 31, 2014. We will continue to generate losses in the near future. These conditions raise substantial doubt about our 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 we be unable to continue as a going concern. Our 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 will be sufficient to finance the continuing development for the next twelve months. However, there is no assurance that we will be successful in raising such financing.

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During the period ended March 31, 2014, the Company issued a Convertible Promissory Note, to a lender, in the amount of $32,500. The note had an interest rate of 8% per annum, was unsecured and matured December 5, 2014. The note was convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to average of the lowest three trading prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. The note was repaid, on September 8, 2014, with cash, including a prepayment penalty of $16,250.

Other than our lines of credit, we currently do not have any other arrangements for financing and we may not be able to obtain the financing required. Obtaining additional financing would be subject to a number of factors, including our ability to attract investments prior to consistent revenue generation, and thereafter our ability to grow our brand and for success in our market. We may also require additional financing to sustain our business operations if we are not successful in earning significant revenues once our business plan is enacted.

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:

Cash

We consider all highly liquid instruments purchased with a maturity of three months or less at date of acquisition to be cash equivalents.

Revenue Recognition

The Company has generated its initial revenue, from consulting fees, during the six months ended June 30, 2014.

Website Development

We capitalize the costs associated with the development of our 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.

Recently Issued Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders' equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's interim unaudited financial statements.

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).

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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

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, management concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses identified in our internal control over financial reporting, as described in our annual report on Form 10-K for the year ended December 31, 2013.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2015 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

There were no sales of unregistered securities during the period covered by this report.

Item 3 Defaults upon Senior Securities

None.

Item 4 Mine Safety Disclosures

N/A.

Item 5 Other Information

None.

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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: July 1, 2015	/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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Attached files

YSTRATEGIES CORP. Reports

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