10-Q

 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, 2016

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: 62,129,156 shares of common stock as of May 16, 2016.

INDIA ECOMMERCE CORPORATION

FOR THE FISCAL QUARTER ENDED

March 31, 2016

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	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4	Controls and Procedures	14
PART II
Item 1	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Mine Safety Disclosures	15
Item 5	Other Information	15
Item 6	Exhibits	15
	Signatures	17

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PART I

Item 1     Financial Statements

INDIA ECOMMERCE CORPORATION
Condensed Balance Sheets
	March 31,			December 31,
	2016			2015
	(unaudited)
ASSETS
Current assets
Cash	$	20,103		$	1,766
Accounts receivable		-			7,090
Total current assets		20,103			8,856
Long term assets
Property and equipment, net		-			357
Total long term assets		-			357
Total assets	$	20,103		$	9,213
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	46,117		$	37,798
Notes payable, related party		4,500			4,500
Total current liabilities		50,617			42,298
Stockholders' deficit
Common stock $0.001 par value; 75,000,000 shares
authorized; 62,129,156 and 50,079,156 shares issued
outstanding, respectively		62,080			50,080
Common stock to be issued		50			-
Additional paid-in capital		680,853			662,398
Accumulated deficit		(773,497	)		(745,563	)
Total stockholders' deficit		(30,514	)		(33,085	)
Total liabilities and stockholders' deficit	$	20,103		$	9,213

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION

Condensed Statements of Operations

(unaudited)

	For the Three nonths Ended
	March 31,
	2016			2015
Revenue
Consulting fees	$	-		$	2,500
Commissions		7,217			-
Total revenue		7,217			2,500
Operating expenses
Costs of revenues		3,322			-
Depreciation		357			431
General and administrative		31,202			40,270
Total operating expenses		34,881			40,701
Net operating loss		(27,663	)		(38,201	)
Other  expense
Loss on extinguishement of debt		-			116,687
Change in derivative liability		-			15
Interest expense		269			485
Total other expense		269			117,187
Loss before provision for income taxes		27,932			155,388
Net loss	$	27,932		$	155,388
Net loss per common share - basic and diluted	$	0.00		$	0.00
Weighted average common shares outstanding -
basic and diluted		53,771,464			39,363,542

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,
	2016			2015
Cash flows from operating activities:
Net loss	$	(27,932	)	$	(155,388	)
Adjustments to reconcile net loss to net
cash provided by (used in) by operating activities:
Amortization of prepaid expenses		-			27,625
Common stock to be issued for services		505			-
Depreciation		357			431
Loss on change in derivative liability		-			15
Loss on extinguishment of debt		-			116,687
Changes in operating assets and liabilities:
Accounts receivable		7,090			-
Accounts payable and accrued liabilities		8,317			2,985
Net cash used by operating activities		(11,663	)		(7,645	)
Cash flows from investing activities:		-			-
Cash flows from financing activities:
Proceeds from sale of common stock		30,000			-
Net cash provided by financing activities		30,000			-
Net change in cash		18,337			(7,645	)
Cash, beginning of period		1,766			10,713
Cash, end of period	$	20,103		$	3,068
Non-cash Investing and Financing Activities:
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, 2016

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

Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

 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.

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.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2016

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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. Revenue, from the sale of products, is recognized upon receipt from the internet vendor of the month's transactions.

Consulting revenue is earned by providing intellectual internet oriented professional services on a contractual basis, usually paid for in advance.  If the scope of the engagement exceeds the Company's abilities, part or all of the project may be outsourced to a third party that possess the necessary disciplines.

Other revenue is generated through the sale of products, in which case, the Company will purchase inventory and resell it over the Internet.

During the three months ended March 31, 2016, the Company earned no revenue from consulting services, provided to clients, and $7,217 for Internet based product sales generated through an Amazon web site.  Because the Company utilizes an independent third party as a partner in the product sales venture, the Company records, only, its share of the revenue and deducts the inventory cost as cost of sales.

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, 2016 and March 31, 2015, 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, 2016 and December 31, 2015.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2016

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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 potentially, no dilutive shares outstanding as of March 31, 2016.

Recently Adopted Accounting Pronouncements

There are no 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, 2016 of $773,497. 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, 2016

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2016 and 2015:

	March 31,			December 31,
	2016			2015
Computers and office equipment	$	8,614		$	8,614
less: accumulated depreciation		(8,614	)		(8,257	)
Equipment - net	$	-		$	357

Depreciation expense included as a charge to income of $357 for the three months ended March 31, 2016 and $431 for the three months ended March 31, 2015, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

On March 7, 2016, the Company sold 6,000,000 common shares to, each of, two individuals, for a total consideration of $30,000 cash.  On March 10, 2016, the Board of Directors appointed, these individuals, Messrs. Jim Kiles and Paul Overby to the two vacant positions on the Company's Board of Directors.  Mr. Kiles was also appointed President and Chief Executive Officer in the place of Ashish Badjatia, who resigned as President and CEO.  Mr. Overby was appointed Chief Stratergy Officer.

NOTE 6– NOTES PAYABLE

The components of notes payable at March 31, 2016 and are summarized in the table below:

	March 31,		December 31,
	2016		2015
Note payable – 24% interest, unsecured and due January 2013	$	4,500	$	4,500
	$	4,500	$	4,500

NOTE 7 – STOCK PURCHASE WARRANTS

A summary of the status of the Company's stock options as of March 31, 2016 and changes during the three months ended March 31, 2016 is presented below:

	Number of Warrants
Outstanding at December 31, 2015	1,666,667
Warrants exercised	-
Warrants forfeited or expired	-
Outstanding at March 31, 2016	1,666,667
Exercisable at March 31, 2016	1,666,667

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

For the three months ended March 31, 2016

NOTE 7 – STOCK PURCHASE WARRANTS (CONTINUED)

The following table summarizes information about options and warrants as of March 31, 2016:

		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		3.67	$	0.06		1,666,667	$	0.06
			1,666,667		3.67	$	0.06		1,666,667	$	0.06

NOTE 8 – STOCKHOLDERS' DEFICIT

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 62,079,156 and 50,079,156 shares of common stock issued and outstanding at March 31, 2016 and December 31, 2015.

On March 3, 2016 the Company sold, for cash of $30,000, 12,000,000 shares of common stock, at a cost of $0.0025 per share.

On March 29, 2016 the Company entered into a contract with an independent consultant to provide marketing and communications advise.  The Company is obligated to issue 50,000 common shares within 14 days of signing the agreement and 25,000 shares at the end of each subsequent quarter until the contract is terminated.  The 50,000 were recorded at a cost of $0.0101 or $505.

NOTE 9– SUBSEQUENT EVENTS

On March 11, 2016, the Company completed a merger with Ystrategies Corp., a wholly owned subsidiary incorporated in the State of Nevada, resulting in a corporate name change of the Company to Ystrategies Corp.  The corporate name change, as well as a 1 for 10 reverse stock split, and a new trading symbol will become effective upon final approval by Finra, which approval has not been received as of May 11, 2016.

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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 have altered our business plan to focus on commercialization efforts to assist clients in high value technology environments. Further development in this area will continue in the near term. The Company issued an 8-K on March 11, 2016 to formally change the name of the company to Ystrategies Corp, subject to FINRA approval, which has yet to be received.

Television

During 2015, the Company proceeded with its contract, with Jeffrey Martin Global Media, LLC., to jointly manage television operations.  However, revenues continue to be hampered by poor viewership. Due to results below expectations, the Company did not renew its "unknowme" television programming partnership in the quarter ended March 31, 2016.

Third Party Marketing

Due to increased competition, our contract for marketing the StealthCard will not be renewed after March 31, 2016. We are actively evaluating other product lines.

Intellectual Property

We have no patents or other protection for our 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.

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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.

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 in our Company. Key executive operations, such as Finance and Human Resources will be outsourced until a full time presence is necessary. 

Change of Directors and Officers

On January 31, 2015, Rohit Gangwal, resigned from his position as a Director and Officer for the Company. This was a planned departure.  Mr. Gangwal had no disagreement with the Company or its Board of Directors.

On March 10, 2016, Ashish Badjatia resigned as President and Chief Executive Officer.  There were no disagreements between the Company and Mr. Badjatia, who will retain his positions as Chief Operating Officer, Secretary and Treasurer and Director.

On March 10, 2016, the Company's Board of Directors appointed Jim Kiles as a Director, President and Chief Executive Officer and Paul Overby as a Director, and to the newly formed position of Chief Strategy Officer.

Subsidiaries

We do not currently have any subsidiaries.

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.

We have generated minimal revenue from our core business model.  However, we have earned revenue from providing internet and web consulting services, and internet sales during the three months ended March 31, 2016 and 2015. We earned $7,217 in commissions, from the sale of products over the internet, during the quarter ended March 31, 2016 compared to $2,500, generated from consulting services, during the same quarter ended March 31, 2015.  Internet sales had not commenced until the last quarter of 2015, so there were no such commissions earned during the three months ended March 31, 2015.  Consulting contracts cover a variety of circumstances and needs and only become available from potential clients on an "as needed" basis.  No such contracts were entered into during the three months ended March 31, 2016.

Our total expenses during those periods included administrative and general costs of $31,202, cost of revenue of $3,322, depreciation of $357 and interest of $269 for the three months ended March 31, 2016 compared to general and administrative costs of $40,270, depreciation of $431 and interest of $485, plus non-cash costs of extinguishment of debt of $116,687 and a change in derivative liability of $15 for the three months ended March 31, 2015.  Interest cost decreased due to the repayment of loans and the conversion of debt to equity.  Net cash used, by operating activities, during the three months ended March 31, 2016 was $11,663 compared to $7,645 for the three months ended March 31, 2015.  The additional cash utilized was the result of increased general and administrative overhead less cash provided by the collection of accounts receivable of $7,090 and increase in accounts payable of $5,332 from the 2015 three months as compared to the same three months of 2016.

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Liquidity and Capital Resources

During the three months ended March 31, 2016, we utilized cash in the amount of $11,663 for operating activities compared to utilizing cash of $7,645 for the three months ended March 31, 2015.   Cash used in operating activity during the three months ended March 31, 2016 included a net loss of $27,932 compared to a net loss of $155,388 for the three months ended March 31, 2015. The net loss for the three months ended March 31, 2016 included non-cash depreciation expense of $357, and a charge of $505 for consulting fees.  Accounts receivable decreased by $7,090 and accounts payable increased by $8,317.  During the three months ended March 31, 2015 the net loss of $155,388 included the amortization of prepaid expenses of $27,625, depreciation of $431, a loss on derivative liability of $15, a charge of $116,687 as the loss on extinguishment of debt related to a $50,000 note payable and an increase in accounts payable of $2,985.

Investing Activities

We did not use any cash resources for investing activities during the three months ended March 31, 2016 and nor the three months ended March 31, 2015.

Financing Activities

During the three months ended March 31, 2016 the Company generated $30,000 from the sale of common shares compared to no such activity during the three months ended March 31, 2015.

Going Concern

During the three months, ended March 31, 2016, we incurred a net loss of $27,932, which included a non-cash depreciation cost of $357, cost of revenue of $3,322 and general and administrative costs of $31,202. We have an accumulated deficit of $773,497 since inception.  We are in the early stage of operations, and have, only, recently commenced generating revenue which amounted to $7,217 for the three months ended March 31, 2016 compared to $2,500 for the three months ended March 31, 2015. 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.

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.

Critical 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.  

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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 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.

 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. During the three months ended March 31, 2016, the Company earned $4,889 for product sales generated through the Amazon web site.

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.

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

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, 2015.

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, 2016 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

On March 3, 2016 the Company sold, for cash, 12,000,000 common shares to two individuals for $0.0025 per share for a total of $30,000,000.

Item 3     Defaults upon Senior Securities

None. 

Item 4     Mine Safety Disclosures

N/A.

Item 5     Other Information

None.

- 15 -

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.

- 16 -

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:  May 16, 2016	/s/ Jim Kiles
	Jim Kiles President and CEO

- 17 -

EX-31

Exhibit 31.1

CERTIFICATION

I, Jim Kiles, certify that:

1. I have reviewed this quarterly report on Form 10-Q of India Ecommerce Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 16, 2016	/s/ Jim Kiles
	Jim Kiles President and CEO

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ashish Badjatia, certify that:

1. I have reviewed this quarterly report on Form 10-Q of India Ecommerce Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 16, 2016	/s/ Ashish Badjatia
	Ashish Badjatia Chief Operating Officer  and Interim Chief Financial Officer (Interim Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of India Ecommerce Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jim Kiles, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 16, 2016	/s/ Jim Kiles
	Jim Kiles President and CEO

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of India Ecommerce Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ashish Badjatia, Chief Operating Officer and Interim Chief Financial Officer (Interim Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 16, 2016	/s/ Ashish Badjatia
	Ashish Badjatia Chief Operating Officer  and Interim Chief Financial Officer (Interim Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 16, 2016
Document And Entity Information Abstract
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Entity Registrant Name	INDIA ECOMMERCE CORP
Entity Central Index Key	0001510891
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016
Entity Filer Category	Smaller Reporting Company
Entity Units Outstanding		62,129,156
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes

XML

BALANCE SHEETS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets
Cash	$ 20,103	$ 1,766
Accounts receivable		7,090
Total current assets	$ 20,103	8,856
Long term assets
Property and equipment, net		357
Total noncurrent assets		357
Total assets	$ 20,103	9,213
Current liabilities
Accounts payable and accrued liabilities	46,117	37,798
Notes payable, related party	4,500	4,500
Total current liabilities	50,617	42,298
Stockholders' deficit
Common stock $0.001 par value; 75,000,000 shares authorized; 62,129,156 and 50,079,156 shares issued outstanding, respectively	62,080	$ 50,080
Common stock to be issued	50
Additional paid-in capital	680,853	$ 662,398
Accumulated deficit	(773,497)	(745,563)
Total stockholders' deficit	(30,514)	(33,085)
Total liabilities and stockholders' deficit	$ 20,103	$ 9,213

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value per share	$ 0.001	$ 0.001
Common Stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	62,129,156	50,079,156
Common Stock, shares outstanding	62,129,156	50,079,156

XML

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue
Consulting fees		$ 2,500
Commissions	$ 7,217
Total revenue	7,217	$ 2,500
Operating expenses
Costs of revenues	3,322
Depreciation	357	$ 431
General and administrative	31,202	40,270
Total operating expenses	34,881	40,701
Net operating loss	$ (27,663)	(38,201)
Other expense
Loss on extinguishment of debt		(116,687)
Change in derivative liability		15
Interest expense	$ 269	485
Total other expense	269	117,187
Loss before provision for income taxes	27,932	155,388
Net loss	$ (27,932)	$ (155,388)
Net loss per common share - basic and diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding - basic and diluted	53,771,464	39,363,542

XML

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net loss	$ (27,932)	$ (155,388)
Adjustments to reconcile net loss to net cash provided by (used in) by operating activities:
Amortization of prepaid expenses		$ 27,625
Common stock to be issued for services	$ 505
Depreciation	$ 357	$ 431
Loss on change in derivative liability		15
Loss on extinguishment of debt		$ 116,687
Changes in operating assets and liabilities:
Accounts receivable	$ 7,090
Accounts payable and accrued liabilities	8,317	$ 2,985
Net cash used by operating activities	(11,663)	$ (7,645)
Cash flows from financing activities:
Proceeds from sale of common stock	30,000
Net cash provided by financing activities	30,000
Net change in cash	18,337	$ (7,645)
Cash, beginning of period	1,766	10,713
Cash, end of period	$ 20,103	3,068
Non-cash investing and financing activities:
Stock issued for settlement of debt and derivative liability		$ 116,702

XML

DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

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.

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.

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. Revenue, from the sale of products, is recognized upon receipt from the internet vendor of the month's transactions.

Consulting revenue is earned by providing intellectual internet oriented professional services on a contractual basis, usually paid for in advance.  If the scope of the engagement exceeds the Company's abilities, part or all of the project may be outsourced to a third party that possess the necessary disciplines.

Other revenue is generated through the sale of products, in which case, the Company will purchase inventory and resell it over the Internet.

During the three months ended March 31, 2016, the Company earned no revenue from consulting services, provided to clients, and $7,217 for Internet based product sales generated through an Amazon web site.  Because the Company utilizes an independent third party as a partner in the product sales venture, the Company records, only, its share of the revenue and deducts the inventory cost as cost of sales.

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, 2016 and March 31, 2015, 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, 2016 and December 31, 2015.

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

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 potentially, no dilutive shares outstanding as of March 31, 2016.

Recently Adopted Accounting Pronouncements

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

XML

GOING CONCERN

3 Months Ended

Mar. 31, 2016

GOING CONCERN [Abstract]

GOING CONCERN

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, 2016 of $773,497. 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.

XML

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment, Net [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2016 and 2015:

	March 31,			December 31,
	2016			2015
Computers and office equipment	$	8,614		$	8,614
less: accumulated depreciation		(8,614	)		(8,257	)
Equipment - net	$	-		$	357

Depreciation expense included as a charge to income of $357 for the three months ended March 31, 2016 and $431 for the three months ended March 31, 2015, respectively.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

On March 7, 2016, the Company sold 6,000,000 common shares to, each of, two individuals, for a total consideration of $30,000 cash.  On March 10, 2016, the Board of Directors appointed, these individuals, Messrs. Jim Kiles and Paul Overby to the two vacant positions on the Company's Board of Directors.  Mr. Kiles was also appointed President and Chief Executive Officer in the place of Ashish Badjatia, who resigned as President and CEO.  Mr. Overby was appointed Chief Stratergy Officer.

XML

NOTES PAYABLE

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 6– NOTES PAYABLE

The components of notes payable at March 31, 2016 and are summarized in the table below:

	March 31,		December 31,
	2016		2015
Note payable – 24% interest, unsecured and due January 2013 (1)	$	4,500	$	4,500
	$	4,500	$	4,500

XML

STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2016

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 8 – STOCKHOLDERS' DEFICIT

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 62,079,156 and 50,079,156 shares of common stock issued and outstanding at March 31, 2016 and December 31, 2015.

On March 3, 2016 the Company sold, for cash of $30,000, 12,000,000 shares of common stock, at a cost of $0.0025 per share.

On March 29, 2016 the Company entered into a contract with an independent consultant to provide marketing and communications advise.  The Company is obligated to issue 50,000 common shares within 14 days of signing the agreement and 25,000 shares at the end of each subsequent quarter until the contract is terminated.  The 50,000 were recorded at a cost of $0.0101 or $505.

XML

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

On March 11, 2016, the Company completed a merger with Ystrategies Corp., a wholly owned subsidiary incorporated in the State of Nevada, resulting in a corporate name change of the Company to Ystrategies Corp.  The corporate name change, as well as a 1 for 10 reverse stock split, and a new trading symbol will become effective upon final approval by Finra, which approval has not been received as of May 11, 2016.

XML

STOCK PURCHASE WARRANTS

3 Months Ended

Mar. 31, 2016

Notes to Financial Statements

STOCK PURCHASE WARRANTS

NOTE 7 – STOCK PURCHASE WARRANTS

A summary of the status of the Company's stock options as of March 31, 2016 and changes during the three months ended March 31, 2016 is presented below:

	Number of Warrants
Outstanding at December 31, 2015	1,666,667
Warrants exercised	-
Warrants forfeited or expired	-
Outstanding at March 31, 2016	1,666,667
Exercisable at March 31, 2016	1,666,667

The following table summarizes information about options and warrants as of March 31, 2016:

		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		3.67	$	0.06		1,666,667	$	0.06
			1,666,667		3.67	$	0.06		1,666,667	$	0.06

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Use of Estimates

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

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

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

Property and Equipment

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.

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

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. Revenue, from the sale of products, is recognized upon receipt from the internet vendor of the month's transactions.

Consulting revenue is earned by providing intellectual internet oriented professional services on a contractual basis, usually paid for in advance.  If the scope of the engagement exceeds the Company's abilities, part or all of the project may be outsourced to a third party that possess the necessary disciplines.

Other revenue is generated through the sale of products, in which case, the Company will purchase inventory and resell it over the Internet.

During the three months ended March 31, 2016, the Company earned no revenue from consulting services, provided to clients, and $7,217 for Internet based product sales generated through an Amazon web site.  Because the Company utilizes an independent third party as a partner in the product sales venture, the Company records, only, its share of the revenue and deducts the inventory cost as cost of sales.

Impairment of Long-Lived Assets

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, 2016 and March 31, 2015, respectively.

Income Taxes

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, 2016 and December 31, 2015.

Fair Value of Financial Instruments

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

Stock-Based Compensation

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

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 potentially, no dilutive shares outstanding as of March 31, 2016.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Schedule of Useful Lives

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

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment, Net [Abstract]

Schedule of Property and Equipment

	March 31,			December 31,
	2016			2015
Computers and office equipment	$	8,614		$	8,614
less: accumulated depreciation		(8,614	)		(8,257	)
Equipment - net	$	-		$	357

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Schedule of Notes Payable

The components of notes payable at March 31, 2016 and are summarized in the table below:

	March 31,		December 31,
	2016		2015
Note payable – 24% interest, unsecured and due January 2013 (1)	$	4,500	$	4,500
	$	4,500	$	4,500

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STOCK PURCHASE WARRANTS (Tables)

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Company stock options

	Number of Warrants
Outstanding at December 31, 2015	1,666,667
Warrants exercised	-
Warrants forfeited or expired	-
Outstanding at March 31, 2016	1,666,667
Exercisable at March 31, 2016	1,666,667

Summary of options and warrants

		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		3.67	$	0.06		1,666,667	$	0.06
			1,666,667		3.67	$	0.06		1,666,667	$	0.06

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2015
Furniture and Fixtures [Member] | Minimum [Member]
Estimated useful life	5 years
Furniture and Fixtures [Member] | Maximum [Member]
Estimated useful life	7 years
Computers and Office Equipment [Member] | Minimum [Member]
Estimated useful life	3 years
Computers and Office Equipment [Member] | Maximum [Member]
Estimated useful life	5 years

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GOING CONCERN (Details)	3 Months Ended
	Mar. 31, 2016 USD ($)
GOING CONCERN [Abstract]
Accumulated Net losses	$ 773,497

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PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Property, Plant and Equipment, Net [Abstract]
Computer and office equipment	$ 8,614		$ 8,614
less: Accumulated depreciation	$ (8,614)		(8,257)
Property and equipment, net			$ 357
Depreciation	$ 357	$ 431

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NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Note payable - 24% interest, unsecured and due January 2013	$ 4,500	$ 4,500
Total Notes Payable	$ 4,500	$ 4,500

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STOCKHOLDERS' DEFICIT (Details)	3 Months Ended
	Mar. 31, 2016 USD ($) $ / shares shares
Stockholders' Equity Note [Abstract]
Number of common shares sold for cash | shares	12,000,000
Price per share | $ / shares	$ 0.0025
Cash Proceeds | $	$ 30,000

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STOCK PURCHASE WARRANTS - Status of options (Details)	3 Months Ended
	Mar. 31, 2016 shares
Notes to Financial Statements
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

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STOCK PURCHASE WARRANTS - Summary of options and warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 31, 2016
Notes to Financial Statements
Exercise Price		$ 0.06
Warrants Outstanding		$ 1,666,667
Warrants Outstanding - Weighted Average Remaining Contractual Life (in years)	4 years 6 months 5 days
Warrants Outstanding - Weighted Average Exercise Price		$ 0.06
Warrants Exercisable		1,666,667
Warrants Exercisable - Weighted Average Exercise Price		$ 0.06

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RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended
	Mar. 31, 2016 USD ($) shares
Related Party Transactions [Abstract]
Number of common shares sold to each of two individuals | shares	6,000,000
Amoount of cash received for all shares sold | $	$ 30,000