s68110s1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

INDIA ECOMMERCE CORPORATION

(Exact name of registrant as specified in its charter)

	Nevada		7371		27-4592289
	(State or other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5850 Centre Avenue #701

Pittsburgh, PA 15206-3786

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Aspen Asset Management

6623 Las Vegas Blvd South, Suite 255

(Name and address, including zip code, and telephone number, including area code, of agent for service)

INDIA ECOMMERCE CORPORATION

5850 Centre Avenue #701

Pittsburgh, PA 15206-3786

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practical after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Security (1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock, par value $.001 per share		7,250,000	$	0.02	$	145,000	$	64.17

(1)

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our stockholders in a private placement memorandum. The selling stockholders may sell shares of our common stock at a fixed price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.02 has been determined as the selling price based upon the original purchase price paid by the selling stockholders of $0.02. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 14, 2011

INDIA ECOMMERCE CORPORATION

7,250,000 Shares of Common Stock

This prospectus relates to the resale by certain selling security holders of INDIA ECOMMERCE CORPORATION of up to 7,250,000 shares of common stock held by selling security holders of INDIA ECOMMERCE CORPORATION (“Company”, “IEC” or “us”). We will not receive any of the proceeds from the sale of the shares by the selling stockholders.

The selling security holders will be offering our shares of common stock at a fixed price of $0.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Each of the selling stockholders may be deemed to be an “underwriter” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”).

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 6 BEFORE INVESTING IN OUR SHARES OF COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is June 14, 2011

		Page
Prospectus Summary		5
Risk Factors		6
Use of Proceeds		11
Determination of Offering Price		11
Dilution		11
Market For Common Stock and Related Stockholder Matters		11
Management’s Discussion and Analysis and Plan of Operations		11
Description of Business		14
Description of Property		15
Legal Proceedings		15
Management		16
Executive Compensation		17
Certain Relationships and Related Transactions		17
Security Ownership of Certain Beneficial Owners and Management		17
Description of Securities		18
Indemnification for Securities Act Liabilities		18
Plan of Distribution		19
Selling Stockholders		20
Interests of Named Experts and Counsel		21
Additional Information		21
Index to Financial Statements		22

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information contained in this prospectus is accurate as of the date on the front of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus will be updated as required by law.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the “risk factors” section, the financial statements and the notes to the financial statements.

INDIA ECOMMERCE CORPORATION

We were incorporated on January 19, 2011 under the laws of the State of Nevada.

We are a development stage company in the business of developing, promoting and managing a multitude of ecommerce websites for the Indian market. Our focus is to create rapid development teams that can push websites into the marketplace in a quick and efficient manner to capture first mover advantages in the burgeoning Indian ecommerce marketplace. The goal is to create websites that require minimal manpower to manage and maintain and are operationally profitable from day one.

IEC will also tailor websites to the various regions, languages, customs, and sensibilities throughout India, and create mobile applications for all our websites to enable quick growth. This will increase the usage of the websites and drive revenue for IEC.

India is the world’s second most populous country and is renowned for its high tech community, but still has yet to produce a dominant ecommerce company the likes of Amazon.com, Buy.com, or eBay. Over the next 2-3 years, the Indian ecommerce marketplace will undergo tremendous growth and likely sprout many ecommerce giants.

We are a non-reporting company whose stock is not traded. We intend to begin discussions with various market makers in order to arrange for an application to be made with respect to our common stock, to be approved for quotation on the Over-The-Counter Bulletin Board upon the effectiveness of this prospectus. We are registering shares of our common stock for resale pursuant to this prospectus in order to allow the selling stockholders to sell their holdings in the public market and to begin developing a more liquid public market for our securities to be able to seek public financing and business development opportunities in the future, although we currently do not have any contracts or commitments for any public financing or business development opportunities. Our management would like a more liquid public market for our common stock to develop from shares sold by the selling stockholders. No assurances can be given that our common stock will be approved for quotation on the on the Over-The-Counter Bulletin Board or that a more liquid public market will develop.

Our principal offices are located at 5850 Centre Avenue #701, Pittsburgh, PA 15206-3786, telephone (412) 450-0028.

Common stock offered by selling stockholders		7,250,000 shares.

Shares outstanding prior to and after the offering		24,500,000 shares as of March 31, 2011.

Use of proceeds		We will not receive any proceeds from the sale of the common stock by the selling stockholders.

Summary financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

Balance Sheet	As of May 31, 2011
Total Assets	$ 102,060
Total Liabilities	$ 450
Stockholders’ Equity	$ 101,610
Income Statement	Period from January 19, 2011 (inception) to March 31, 2011
Revenue	$ -
Total Expenses	$ 15,526
Net Loss	$ (15,526)

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

Risks Relating to Our Business:

We have a short operating history and have not produced revenues. This makes it difficult to evaluate our future prospects and increases the risk that we will not be successful.

We have a short operating history with our current business model, which involves the development, promotion and management of a multitude of ecommerce websites for the Indian market. We have a very limited operating history for you to evaluate in assessing our future prospects. We are still considered a development stage company. Our operations since we entered the development stage have not produced revenues, and may not produce significant revenues in the near term, or at all, which may harm our ability to obtain additional financing and may require us to reduce or discontinue our operations. You must consider our business and prospects in light of the risks and difficulties we will encounter as an early-stage company in a new and rapidly evolving industry. We may not be able to successfully address these risks and difficulties, which could significantly harm our business, operating results, and financial condition.

We have a history of losses which may continue, which may negatively impact our ability to achieve our business objectives.

We incurred net losses of $15,526 for the period from January 19, 2011 (inception) to March 31, 2011. We cannot assure you that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether we will be able to continue expansion of our revenue. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.

Our auditor has expressed substantial doubt as to our ability to continue as a going concern.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has never generated any revenue. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.

If we are unable to obtain additional funding our business operations will be harmed and if we do obtain additional financing our then existing stockholders may suffer substantial dilution.

We require additional funds to sustain our operations and institute our business plan. Even if we do receive additional financing, it may not be sufficient to sustain or expand our development operations or continue our business operations.

We do not have any contracts or commitments for additional funding, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our development plans or cease our business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.

We face strong competition from other ecommerce companies.

We compete against numerous competitors and others in the business, many of which are larger and have greater financial resources and better access to capital markets than us.

There can be no assurance that any competitors will not develop and offer products similar or even superior to the products which we offer. Such competitiveness is likely to bring both strong price and quality competition to the sale of our products. This will mean, among others things, increased costs in the form of marketing and customer services, along with a reduction in pricing in sales. Generally, this will have a significant negative effect on our business.

We believe that our ability to compete successfully in our market depends on a number of factors, including market presence, the adequacy of our customer support services, our competitors, our referral sources, and industry and general economic trends. There can be no assurance that we will have the financial resources, technical expertise or marketing and support capabilities to compete successfully.

Our lack of diversification will increase the risk of an investment in us, and our financial condition and results of operations may deteriorate if we fail to diversify.

Although our current business focuses on the development of a multitude of ecommerce websites for the India market, larger companies have the ability to manage their risk by diversification. We currently lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry in which we operate, than we would if our business were more diversified, enhancing our risk profile.

If we fail to successfully introduce new products, we may lose market position.

New products, product improvements, and extensions of our websites will be an important factor in our sales growth. If we fail to identify emerging consumer and technological trends, to maintain and improve the competitiveness of our existing products or to successfully introduce new products on a timely basis, we may lose market position. Continued product development and marketing efforts have all the risks inherent in the development of new products and line extensions, including development delays, the failure of new products and line extensions to achieve anticipated levels of market acceptance and the cost of failed product introductions.

Our continued success depends on our ability to protect our intellectual property. The failure to do so could impact our profitability and stock price.

Our success depends, in part, on our ability to obtain and enforce patents, maintain trade-secret protection and operate without infringing on the proprietary rights of third parties. Litigation can be costly and time consuming. Litigation expenses could be significant. In addition, we may decide to settle legal claims, including certain pending claims, despite our beliefs on the probability of success on the merits, to avoid litigation expenses as well as the diversion of management resources. Our competitors may independently develop similar or superior products or technologies, duplicate our designs, trademarks, processes or other intellectual property or design around any processes or designs on which we may obtain patents or trademark protection. In addition, it is possible that third parties may have or acquire other technology or designs that we may use or desire to use, so that we may need to acquire licenses to, or to contest the validity of, such third-party patents or trademarks. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of such third-party rights.

In addition to patent and trademark protection, we also protect trade secrets, know-how and other confidential information against unauthorized use by others or disclosure by persons who have access to them, including our employees, through contractual arrangements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, we may lose market share to competing products using the same or similar technology.

Litigation brought by third parties claiming infringement of their intellectual property rights or trying to invalidate intellectual property rights owned or used by us may be costly and time consuming.

We may face lawsuits from time to time alleging that our products infringe on third-party intellectual property, and/or seeking to invalidate or limit our ability to use our intellectual property. If we become involved in litigation, we may incur substantial expense defending these claims and the proceedings may divert the attention of management, even if we prevail. An adverse determination in proceedings of this type could subject us to significant liabilities, allow our competitors to market competitive products without a license from us, prohibit us from marketing our products or require us to seek licenses from third parties that may not be available on commercially reasonable terms, if at all.

If we are unable to retain senior executives and other qualified professionals, including sales and marketing personnel, our growth may be hindered, which could negatively impact our results of operations.

Our success depends to a significant extent upon the continued services of Ashish Badjatia, our Founder, Chief Executive Officer and Director. Loss of the services of Mr. Badjatia would have a material adverse effect on our growth, revenues, and prospective business. We have not obtained key-man insurance on the life of Mr. Badjatia. In order to successfully implement and manage our business plan, we will be dependent upon, among other things, our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Our results of operations could be materially and adversely affected if we are unable to attract, hire, train and retain qualified personnel. The loss of any member of the management team could have a material adverse effect on our business, results of operations and financial condition.

Our resources may not be sufficient to manage our expected growth; failure to properly manage our potential growth would be detrimental to our business.

We may fail to adequately manage our anticipated future growth. Any growth in our operations will place a significant strain on our administrative, financial and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.

If we are unable to manage growth effectively, such as if our sales and marketing efforts exceed our capacity to perform our services and maintain our products or if new employees are unable to achieve performance levels, our business, operating results and financial condition could be materially adversely affected. As with all expanding businesses, the potential exists that growth will occur rapidly. If we are unable to effectively manage this growth, our business and operating results could suffer. Anticipated growth in future operations may place a significant strain on management systems and resources. In addition, the integration of new personnel will continue to result in some disruption to ongoing operations. The ability to effectively manage growth in a rapidly evolving market requires effective planning and management processes. We will need to continue to improve operational, financial and managerial controls, reporting systems and procedures, and will need to continue to expand, train and manage our work force.

Our officers and director own a substantial interest in our voting stock and will have a significant voice in our management.

Our officers and directors, in the aggregate, beneficially own or control the votes of approximately 58.9% of our outstanding common stock. As a result, these stockholders, acting together, will have the ability to influence substantially all matters submitted to our stockholders for approval, including:

election of our board of directors;

removal of any of our directors;

amendment of our certificate of incorporation or bylaws; and

adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us

As a result of their ownership and positions, our director and executive officers collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our director or executive officers, or the prospect of these sales, could adversely affect the market price of our common stock. Our officers and director’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Risks Relating to Our Common Stock:

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board must be current in their reports under Section 13 of the Securities Exchange Act of 1934 (“Exchange Act”) in order to maintain price quotation privileges on the OTC Bulletin Board. The lack of resources to prepare and file our reports, including the inability to pay our independent registered public accounting firm, could result in our failure to remain current on our reporting requirements, which could result in our being removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company.

You may have difficulty trading and obtaining quotations for our common stock.

Our common stock may not be actively traded, and the bid and asked prices for our Common Stock on the Over-the-Counter Bulletin Board if a market maker successfully applies thereto, may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of our common stock, and would likely reduce the market price of our common stock and hamper our ability to raise additional capital.

The market price of our common stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

quarterly variations in our revenues and operating expenses;

changes in the valuation of similarly situated companies, both in our industry and in other industries;

changes in analysts’ estimates affecting our Company, our competitors and/or our industry;

changes in the accounting methods used in or otherwise affecting our industry;

additions and departures of key personnel;

announcements of technological innovations or new products available to the personal protective equipment industry;

fluctuations in interest rates and the availability of capital in the capital markets; and

significant sales of our common stock, including sales by the selling stockholders in this prospectus and/or future investors in future offerings we expect to make to raise additional capital.

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant.

Efforts to comply with recently enacted changes in securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on their internal controls over financial reporting in their annual reports on Form 10-K. In addition, the independent registered public accounting firm auditing our financial statements must attest to the effectiveness of our internal controls over financial reporting. The attestation requirements by our independent registered public accounting firm are not presently applicable to us but we may become subject to these requirements in the future. If we are unable to conclude that we have effective internal controls over financial reporting or if our independent registered public accounting firm is unable to provide us with a report as to the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities. To date, we do not believe that we have obtained the necessary expertise to comply with Section 404(a) of the Sarbanes-Oxley Act of 2002 and we may not have the resources to obtain expertise or to ensure compliance.

Our common stock is not currently traded, and you may be unable to sell at or near ask prices or at all if you need to sell or liquidate a substantial number of shares at one time.

Our common stock is not currently traded, but if it should be granted a symbol and allowed to trade on the OTCBB, the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

Stockholders should be aware that, according to Commission Release No. 34-29093, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission (“SEC”) has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person's account for transactions in penny stocks; and

the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We will not receive any proceeds from the sale of the common stock from the selling stockholders.

DETERMINATION OF OFFERING PRICE

The selling stockholders may sell shares of our common stock at a fixed price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.02 has been determined as the selling price based upon the original purchase price paid by the selling stockholders of $0.02. We intend to apply to the OTC Bulletin Board through a market maker for the quotation of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders.

The common stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Securities

There is currently no market for our securities.

As of March 31, 2011, we had 34 holders of our common stock.

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

Equity Compensation Plan Information

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus.

Some of the information in this registration statement on Form S-1 contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

	·	discuss our future expectations;
	·	contain projections of our future results of operations or of our financial condition; and
	·	state other “forward-looking” information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors,” “Description of Business” and elsewhere in this prospectus.

We were incorporated on January 19, 2011 in the State of Nevada, we have no subsidiaries. We have not begun operations and we have not generated any revenue. We intend to commence operations with a multitude of ecommerce websites. We will be engaged in business in the India marketplace.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability to establish profitable operations. The opinion results from the fact that we have not generated any revenues. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our Company. We must raise cash to implement our project and begin our operations.

The Company’s ability to commence operations is entirely dependent upon our ability to raise additional capital. If we cannot raise additional capital, we will be unable to establish a base of operations, without which it will be unable to begin to generate any revenues in the future. If we do not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

We currently do not own any significant plant or equipment that it would seek to sell in the near future. Management does not anticipate the need to hire employees over the next twelve (12) months. Currently, the Company believes the services provided by its officer and director appears sufficient at this time. The Company has not paid for any expenses on behalf of any director.

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the 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.

Period from inception on January 19, 2011 to March 31, 2011:

The Company did not generate any revenue during the period from January 19, 2011 (inception) to March 31, 2011. During this development stage, the Company was primarily focused on corporate organization, the initial public offering and the research and development of our products.

Our total expenses for the period from January 19, 2011 (inception) to March 31, 2011 were $15,526 for general and administrative and depreciation expenses. The largest components of general and administrative expense were office rent $3,946, consulting fees $7,625 and travel $2,233.

As a result of the above, our net loss for the period from January 19, 2011 to March 31, 2011, was$15,526.

Liquidity and Capital Resources

As of March 31, 2011 we had current assets of $91,031, current liabilities of $450 and working capital of $90,581.

Operating Activities

During the period from January 19, 2011 (inception) to March 31, 2011, the Company used cash in the amount of $80,014 for operating activities. Cash used in operating activities included net loss of $15,526 offset by $344 depreciation expense, $16,753 stock-based compensation, $80,000 deferred offering costs, $945 prepaid expenses, $1,090 deposits and $450 accounts payable and accrued liabilities.

Investing Activities

There were no investing activities for the period from January 19, 2011 (inception) to March 31, 2011.

Financing Activities

From January 19, 2011 (inception) to March 31, 2011, the Company received proceeds from issuance of common stock in the amount of $90,100.

We expect significant expenditures during the next 12 months, contingent upon raising capital. These anticipated expenditures are for product development, marketing, inventory, equipment and overhead. We have sufficient funds to conduct our proposed operations for approximately three to six months, but not for 12 months or more. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

If we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.

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

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

Critical Accounting Policies

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their 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 consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

The accounting policies identified as critical are as follows:

Development Stage Company

The Company is considered a development stage company as defined by ASC 915 “Development Stage Entities,” as we have no principal operations or revenue from any source. Operations from inception at the development stage have been devoted primarily to strategic planning, raising capital and developing revenue-generating opportunities through the development of our websites.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Transfers of Nonmonetary Assets by Stockholders

The Company records transfers of nonmonetary assets to the Company by stockholders in exchange for common stock at the stockholders’ historical cost basis determined under GAAP.

Cash and Cash Equivalents

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

The Company accounts for its income taxes in accordance with FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases 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 operations in the period that includes the enactment date.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.

Share-based Compensation

In December 2004, the Federal Accounting Standards Board “FASB” issued FASB ASC 718, “Share-Based Payment”, which requires all share-based payments to employees, including grants of Company stock options to Company employees, as well as other equity-based compensation arrangements, to be recognized in the financial statements based on the grant date fair value of the awards. Compensation expense is generally recognized over the vesting period. During period from January 19, 2011 (inception) through March 31, 2011, the Company recognized share-based compensation expense in the amount of $6,750.

Earnings (Loss) per Share

Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stock during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. For the period from January 19, 2011 (inception) to March 31, 2011, the Company had no common stock equivalent shares which were considered antidilutive and excluded from the earnings (loss) per share calculations.

Recently Issued Accounting Pronouncements

In April 2010, the FASB issued Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements, which requires entities to disclose separately the amount and reasons behind significant transfers in and out of Levels 1 and 2, disclose the fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used to measure both recurring and nonrecurring activities under Levels 2 and 3. The new disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009. The ASU also requires that reconciliations for fair value measurements using significant unobservable inputs (Level 3) should separately present significant information on a gross basis. This Level 3 disclosure requirement is effective for fiscal years beginning after December 14, 2010. The adoption of the provisions of ASU 2010-06 did not have a material impact on the Company’s financial statements.

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

DESCRIPTION OF BUSINESS

We were incorporated on January 19, 2011 under the laws of the State of Nevada.

We are a development stage company in the business of developing ecommerce solutions. IEC’s first commercial marketplace offering will be a simple yet elegantly designed solution, promote and manage a multitude of ecommerce websites for the Indian market. Our focus is to create rapid development teams that can push websites into the marketplace in a quick and efficient manner to capture first mover advantages in the burgeoning Indian ecommerce marketplace. The goal is to create websites that require minimal manpower to manage and maintain and are operationally profitable from day one.

We have incurred losses since our inception. For the period ended March 31, 2011, we generated no revenues and incurred a net loss of $15,526. At March 31, 2011, we had working capital of $90,100 and an accumulated deficit of $15,526. To continue our operations and fully carry out our business plan for the next 12 months, we need to raise additional capital. We currently do not have any contracts or commitments for additional funding. We can give no assurance that we will be able to raise such capital on terms acceptable to us, if at all. We have limited financial resources until such time that we are able to generate positive cash flow from operations.

Research and Development

The core of IEC's business model is to develop and modify websites for the Indian population. Websites need continuous attention and refinement. IEC plans to diversify its service offerings and develop mobile applications for each of our website properties. Ongoing research and development will continue at IEC's offices in India and in the United States. IEC’s website architecture and offerings will need to create extreme competitive advantages that emphasize ease of use.

Intellectual Property

IEC has no patents or other protection for its intellectual property, and will rely on corporate secrecy for protection for the foreseeable future.

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.

As of March 31, 2011, we had one employee, our President. We rely on consultants and partners for various activities, including design, manufacturing and marketing.

DESCRIPTION OF PROPERTIES

We maintain our principal office at 5850 Centre Avenue #701, Pittsburgh, PA 15206-3786. Our telephone number is (412) 450-0028. We also lease more than 900 square feet of office space in Indore, Madhya Pradesh (India) for the research and development of our websites. We believe that our existing facilities are suitable and adequate to meet our current business requirements.

Names:	Ages	Titles:	Board of Directors
Ashish Badjatia	41	President, CEO, Treasurer and Secretary	Director

Rohit Gangawal	32	Treasurer	Director

December 2009 to Current		Director of Operations of MenuExplorer.com, Inc.
February 2011 to Current		Consultant to CIMA Software Corporation
February 2011 to Current		Consultant to ITW Sexton
February 2008 to December 2009		Co-founder of Limelight Group LLC
September 1999 to December 2008		Founder of Monsoon LLC
March 2005 to December 2006		Director of Mortgage Sales Services of Money Tree Financial Corp/Trinity Partners
September 2002 to December 2005		Business Development Executive of 3SG Corporation
June 1996 to September 1996		Investment Banking Associate at Morgan Stanley India
January 1992 to September 1993		Co-founder of The YYZ Concern, Inc.

Feb 2005 - Current:	Founder of Covetus LLC
July 2009 - Current:	Founder of http://www.greatdealsindia.com/
Feb 2008 - Current:	Co Founder of Vivid Granite LLC
May 2009 - April 2010:	IT Consultant to Great American Insurance
June 2005 - Sept 2008:	IT Consultant to Northwest Airlines
July 2004 - May 2005:	IT Consultant to Verizon Technologies
April 2004 - July 2004:	IT Consultant to Wolters Kluwer (Bankers System Inc)

Name & Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non- Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ashish Badjatia	2011	$	0	--		--	--		--	--	--	$	0
Rohit Gangwal	2011	$	0	--		--	--		--	--	--	$	0

NAME AND ADDRESS OF OWNER (1)	TITLE OF CLASS	NUMBER OF SHARES OWNED (2)	PERCENTAGE OF CLASS PRIOR TO/AFTER OFFERING (3)
Ashish Badjatia	Common Stock	7,250,000	29.59%

Rohit Gangwall	Common Stock	7,180,000	29.31%

Shaboom Media	Common Stock	5,000,000	20.41%

All Directors and Officers as a group	Common Stock	19,430,000	79.31%

·	By each person who is known by us to beneficially own more than 5% of our common stock;
·	By each of our officers and directors; and
·	By all of our officers and directors as a group.

Sridhar Ganesan	350,000	*	350,000	*	0%
Horizon View Real Estate, L.P.	700,000	*	700,000	*	0%
Christos Manuel	500,000	*	500,000	*	0%
Minesh P Shah	225,000	*	225,000	*	0%
Pradeep Kumar	225,000	*	225,000	*	0%
Pisgah Trading Inc. (Corp)	500,000	*	500,000	*	0%
Rohit Gangwal	1,180,000	*	1,180,000	*	0%
Shaboom Media LLC	1,000,000	*	1,000,000	*	0%
Fauscom Investment LTD	250,000	*	250,000	*	0%
Pisgah Trading Inc	225,000	*	225,000	*	0%
Canadian Whistler Ventures Inc	200,000		200,000		0%
Chuck Hazzard	200,000	*	200,000	*	0%
AAGC	100,000	*	100,000	*	0%
Dawn Riddle LTD	100,000	*	100,000	*	0%
Donna D Escoto	100,000	*	100,000	*	0%
Jodi Godfrey	100,000	*	100,000	*	0%
The Snowmass Trust Corporation	625,000	*	625,000	*	0%
Delaini Riddle	50,000	*	50,000	*	0%
Tracy Escoto	50,000	*	50,000	*	0%
Noopur Gangwal	10,000	*	10,000	*	0%
Shashank Jain	10,000	*	10,000	*	0%
Sudha Gangwal	10,000	*	10,000	*	0%
Sushil Gangwal	5,000	*	5,000	*	0%
Sudhir Kumar Jain	10,000	*	10,000	*	0%
Chirag Gangwal	5,000	*	5,000	*	0%
Sunil Kumar Kasliwal	5,000	*	5,000	*	0%
Prabha Kasliwal	5,000		5,000		0%
Rupesh Chhabra	5,000		5,000		0%
Dr. Ruchita Chhabra	5,000		5,000		0%
Christina Mabanta-Hazzard	250,000		250,000		0%
Dileep Menon	250,000		250,000		0%
					0%
Totals	7,250,000	30.0%	7,250,000	30.0%	0%

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet as of March 31, 2011	F-2
Statement of Operations for the period from January 19, 2011 (inception) to March 31, 2011	F-3
Statement of Changes in Stockholders’ Equity for the period from January 19, 2011 (inception) to March 31, 2011	F-4
Statement of Cash Flows for the period from January 19, 2011 to March 31, 2011	F-5
Notes to financial statements	F-6

India Ecommerce Corporation
(A Development Stage Company)
Balance Sheet




	March 31, 2011
ASSETS

Current assets
Cash	$	10,086
Deferred offering costs		80,000
Prepaid expenses		945
Total current assets		91,031

Deposits		1,090
Property and equipment, net		6,835
Technology development, net		3,104

Total assets	$	102,060


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities	$	450
Total current liabilities		450

Commitments and contingencies		-

Stockholders' equity
Common stock; $0.001 par value; 75,000,000
shares authorized, 24,500,000 shares
issued and outstanding as of March 31, 2011		24,500
Additional paid-in capital		92,636
Accumulated deficit during the development stage		(15,526	)
Total stockholders' equity		101,610

Total liabilities and stockholders' equity	$	102,060

India Ecommerce Corporation
(A Development Stage Company)
Statement of Operations



	For the Period From
	January 19, 2011 (Inception) to
	March 31, 2011

Expenses
General and administrative	$	15,182
Depreciation		344
Total expenses		15,526

Net loss	$	(15,526	)

Net loss per common share - basic
and fully diluted	$	(0.04	)

Weighted average common
shares outstanding - basic
and diluted		345,070

India Ecommerce Corporation
(A Development Stage Company)
Statement of Stockholders' Equity



										Total
	Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Equity
Balance, January 19, 2011 (Inception)		-	$	-	$	-	$	-		$	-

Issuance of stock for services
at $0.001 per share		6,750,000		6,750		-		-			6,750

Issuance of stock for reimbursement of
expenditures paid by stockholders prior
to incorporation at $0.001539 per share
categorized as follows:
Cash		64,996		65		35		-			100
Prepaid expenses and deposits		1,553,394		1,553		837		-			2,390
Property and equipment		4,666,033		4,666		2,513		-			7,179
Technology development		2,017,463		2,017		1,087		-			3,104
General and administrative expenses		4,948,114		4,948		2,665		-			7,613

Issuance of stock for cash pursuant to a
private placement at $0.02 per share		4,500,000		4,500		85,500		-			90,000

Net loss		-		-		-		(15,526	)		(15,526	)

Balance, March 31, 2011		24,500,000	$	24,500	$	92,636	$	(15,526	)	$	101,610

India Ecommerce Corporation
(A Development Stage Company)
Statement of Cash Flows



	For the Period From
	January 19, 2011 (Inception) to
	March 31, 2011

Cash flows from operating activities:
Net loss	$	(15,526	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation		344
Stock-based compensation		16,753
Changes in operating assets and liabilities:
Deferred offering costs		(80,000	)
Prepaid expenses		(945	)
Deposits		(1,090	)
Accounts payable and accrued liabilities		450
Net cash used by operating activities		(80,014	)

Cash flows from financing activities:
Proceeds from issuance of common stock		90,100
Net cash provided by financing activities		90,100

Net change in cash		10,086

Cash, beginning of period		-

Cash, end of period	$	10,086

Supplemental disclosure of cash flow information:
Interest paid	$	-
Taxes paid	$	-

Supplemental disclosure of noncash investing
and financing activities:
Issuance of common stock to acquire
property and equipment	$	7,179
Issuance of common stock to acquire
technology development	$	3,104

Leasehold improvements and buildings		5-20 years
Furniture and fixtures		3-10 years
Equipment		3-7 years

	March 31, 2011
Computer equipment	$	7,179
Less: accumulated depreciation		(344	)
Leasehold improvements, property and equipment, net	$	6,835

	March 31, 2011
Deferred tax asset:
Net operating loss	$	15,526
Stock issued for services		6,750
		8,776
Income tax rate		35%
		3,072
Less valuation allowance		(3,072	)
Deferred tax asset	$	-0-

SEC Registration fee	$	64.17
Accounting fees and expenses		10,000	*
Legal fees and expenses		22,000	*
Miscellaneous		15,000	*
TOTAL	$	47,064.17	*

Exhibit No.		Description

3.1		Articles of Incorporation

3.2		Bylaws

3.3		Corporate Charter

5.1		Opinion of Frederick C. Bauman

23.1		Consent of L.L. Bradford & Company

23.2		Consent of Frederick C. Bauman as in Exhibit 5.1

Date: June 14, 2011	By
	/s/ Ashish Badjatia
	Ashish Badjatia
	Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer), and Director

Signature	Title	Date

/s/ Ashish Badjatia	President	June 14, 2011



/s/ Rohit Gangwal	Treasurer	June 14, 2011