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 September 30, 2016March 31, 2017

☐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

Ystrategies Corp.
(Exact name of registrant as specified in its charter)

Nevada27-4592289
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

6101 Penn Avenue, Ste. 102
Pittsburgh, PA
15206
(Address of principal executive offices)(Zip Code)
  

Registrant's
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           ☐ 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             ☐ 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, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ý☒
(Do not check if a smaller reporting company)
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐

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:  14,837,91516,630,438 shares of common stock as of November 15, 2016.May 22, 2017.

 



 


YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
FOR THE FISCAL QUARTERTHREE MONTHS ENDED
June 30, 2016

MARCH 31, 2017
INDEX TO FORM 10-Q


PART I Page 
    
Item 1Unaudited Condensed Financial Statements    3 
Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations1314 
Item 3Quantitative and Qualitative Disclosures About Market Risk1718 
Item 4Controls and Procedures 18 
    
PART II   
    
Item 1Legal Proceedings1819 
Item 1ARisk Factors             1819 
Item 2Unregistered Sales of Equity Securities and Use of Proceeds   1819 
Item 3Defaults Upon Senior Securities                 1819 
Item 4Mine Safety Disclosures     1819 
Item 5Other Information       19 
Item 6Exhibits     1920 
 Signatures                2021 





 
 
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PART I

Item 1     Financial Statements
 
YSTRATERGIES CORP.
YSTRATEGIES CORP. 
Balance Sheets 
    March 31  December 31 
  2017  2016 
    (unaudited)    
ASSETS
      
       
Current assets      
Cash $17,987  $834 
Prepaid expenses  86,763   2,934 
Total current assets  104,750   3,768 
         
Long term assets        
Prepaid expense, net of current  62,911   8,231 
Total long term assets  62,911   8,231 
         
Total assets $167,661  $11,999 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
        
         
Current liabilities        
Accounts payable and acccrued liabilities $169,881  $146,596 
Total current liabilities  169,881   146,596 
         
Long term liabilities        
Convertible notes payable-related parties, net  56,784   23,420 
Convertible note payable-net  25,000   - 
Total long term liabilities  81,784   23,420 
Total liabilities  251,665   170,016 
         
Stockholders' deficit        
Common stock,  $0.001 par value; 75,000,000 shares        
    authorized; 15,547,915 and 14,837,915 issued and outstanding at     
    March 31, 2017 and December 31, 2016, respectively  15,548   14,838 
Additional paid-in capital  2,856,536   2,678,728 
Accumulated deficit  (2,956,088)  (2,851,583)
Total stockholders' deficit  (84,004)  (158,017)
         
Total liabilities and stockholders' deficit $167,661  $11,999 
(formerly India Ecommerce Corporation)
Balance Sheets
 
    September 30,  December 31, 
  2016  2015 
    (unaudited)    
ASSETS
      
       
Current assets      
 Cash $2,141  $1,766 
Accounts receivable  -   7,090 
Prepaid expenses  12,165   - 
Total current assets  14,306   8,856 
         
Long term assets        
Property and equipment, net  -   357 
Total long term assets  -   357 
         
Total assets $14,306  $9,213 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
        
         
Current liabilities        
Accounts payable and accrued liabilities $59,653  $37,798 
Notes payable, related party  4,500   4,500 
Total current liabilities  64,153   42,298 
         
Long term liabilities        
Convertible notes payable-related parties, net  9,115   - 
Total long term liabilities  9,115   - 
Total liabilities  73,268   - 
         
Stockholders' deficit        
Common stock $0.001 par value; 75,000,000 shares        
 authorized; 14,837,915 and 5,007,916 shares issued        
 outstanding, respectively  14,838   5,008 
Additional paid-in capital  2,642,262   707,470 
Accumulated deficit  (2,716,062)  (745,563)
Total stockholders' deficit  (58,962)  (33,085)
         
Total liabilities and stockholders' deficit $14,306  $9,213 
         
(See accompanying notes to unaudited financial statements)statements
 

 

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YSTRATEGIES CORP. 
(formerly India Ecommerce Corporation)
 Statements of Operations
(unaudited)
             
    For the Three Months Ended  For the Nine Months Ended 
    September 30,  September 30, 
  2016  2015  2016  2015 
Revenue            
 Consulting fees $-  $-  $-  $7,500 
 Commissions  -   22,327   8,580   22,327 
Total revenue  -   22,327   8,580   29,827 
                 
Operating expenses                
Costs of revenues  -   -   3,966   1,779 
General and administrative  22,213   21,906   1,973,343   79,251 
Total operating expenses  22,213   21,906   1,977,309   81,030 
                 
Net operating loss  (22,213)  421   (1,968,729)  (51,203)
                 
Other  expense                
Change in derivative liability  -   -   -   15 
Interest expense  845   556   1,770   1,560 
Loss on extinguishment of debt  -   -   -   116,687 
Total other expense  845   556   1,770   118,262 
                 
Loss before provision for income taxes  (23,058)  (135)  (1,970,499)  (169,465)
                 
Net loss $(23,058) $(135) $(1,970,499) $(169,465)
                 
Net loss per common share -                
 basic and diluted $(0.00) $(0.00) $(0.21) $(0.04)
Weighted average common shares outstanding -                
basic and diluted  13,589,654   5,007,916   9,174,138   4,654,653 
 
 
(
YSTRATEGIES CORP.
 Statements of Operations
(unaudited)
    For the Three Months Ended 
    March 31, 
  2017  2016 
Revenue      
 Commissions  -   7,217 
Total revenue  -   7,217 
         
Operating expenses        
Costs of revenues $ -  $ 3,322 
Depreciation  -   357 
General and administrative  101,610   31,202 
Total operating expenses  101,610   34,881 
         
Net operating loss  (101,610)  (27,663)
         
Other  expense        
Interest expense  (2,895)  (269)
Total other expense  (2,895)  (269)
         
Net loss $(104,505) $(27,932)
         
Net loss per common share - basic and diluted  (0.01)    (0.01) 
         
Weighted average common shares outstanding - 
basic and diluted  14,916,193   5,377,146 
See accompanying notes to unaudited financial statements)statements
 
 
 
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YSTRATERGIES CORP
(formerly India Ecommerce Corporation)
INDIA ECOMMERCE CORPORATION
Statements of Cash Fows
(Unaudited)
 Statements of Cash Flow
(unaudited)
     For the Three Months Ended 
     March 31, 
  2017  2016 
Cash flows from operating activities:      
Net loss $(104,505) $(27,932)
Adjustments to reconcile net loss to net        
cash provided by (used in) by operating activities:        
Amortization of debt discount  1,974   - 
Common stock  issued  for services  20,987   505 
Depreciation  -   357 
Expenses paid on behalf of the Company by a related party  25,027   - 
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities  39,643   8,317 
Accounts receivable  -   7,090 
Prepaid expenses  4,027   - 
Net cash used by operating activities  (12,847)  (11,663)
         
Cash flows from investing activities:  -   - 
         
Cash flows from financing activities:        
Proceeds from convertible notes payable, related party  5,000   - 
Proceeds from convertible note payable  25,000   - 
Common stock issued for cash  -   30,000 
Net cash provided by financing activities  30,000   30,000 
         
Net change in cash  17,153   18,337 
Cash, beginning of period  834   1,766 
         
Cash, end of period $17,987  $20,103 
Non-cash Investing and Financing Activities:        
Beneficial conversion feature $14,995  $- 
Common stock issued for prepaid expenses $77,550  $- 
Warrants issued for prepaid expenses $64,986  $- 
Conversion of accrued compensation to convertible note $41,385  $- 
 
  
     For the nine months ended 
     September 30, 
  2016  2015 
       
Cash flows from operating activities:      
Net loss $(1,970,499) $(169,465)
Adjustments to reconcile net loss to net        
cash provided by (used in) by operating activities:        
Amortization of prepaid expenses  -   27,625 
Amortization of debt discount  60   - 
Change in derivative liability  -   15 
Common stock  issued or to be issued for services  1,901,677   - 
Depreciation  357   1,293 
Loss on extinguishment of debt  -   116,687 
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities  21,855   14,060 
Accounts receivable  7,090   - 
Change in  prepaid expenses  (165)  - 
Refund of rental deposit   -   280 
Net cash used by operating activities  (39,625)  (9,505)
         
Cash flows from investing activities:  -   - 
   -     
Cash flows from financing activities:        
Proceeds from sale of convertible notes  10,000   - 
Proceeds from sale of common stock  30,000   - 
Net cash provided by financing activities  40,000   - 
         
Net change in cash  375   (9,505)
Cash, beginning of period  1,766   10,713 
         
Cash, end of period $2,141  $1,208 
         
Non-cash Investing and Financing Activities:        
Stock issued for settlement of debt and derivative liability $-  $166,702 
Beneficial conversion feature $945  $- 
Common stock issued for prepaid expenses $12,000  $- 


 (SeeSee accompanying notes to unaudited financial statements)statements
 
 

 
- 5 -
 
 
 

YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Unaudited Financial Statements
For the Nine Months Ended September 30, 2016three months ended March 31, 2017

NOTE 1 – DESCRIPTION OF BUSINESS

Ystrategies Corp., located in Pittsburgh PA, was incorporated, on January 19, 2011, as India Ecommerce Corporation (the "Company") under the laws of the stateState of Nevada as India Ecommerce Corporation,.Nevada. On March 9, 2016, India Ecommerce Corporation completed a merger with its wholly owned subsidiary, Ystrategies Corp., a Nevada corporation, which was incorporated solely to effect a change of name.  As a result, the Company changed its name from India Ecommerce Corporation to Ystrategies Corp.  The Company has modified its business model to include the management of interests in technology platforms and growth businesses with a focus on long term ownership in strong intellectual property positions.

Ystrategies accelerates commercialization for early stage businesses with significant development and strategy support, guidance and management.  Our focus is long term ownership positions in intellectual property driven businesses with strong technical leadership and proven, scalable value for clearly identified customer segments. Our ideal investments drive aggressively to revenue through high quality strategic partner driven sales with recurring revenue developed by a compelling intellectual property value proposition.

 The Ystrategies team will work with motivated scientist-entrepreneurs identified by its senior management and will utilize proven market based analysis to deliver quality investments.  The Company will provide strategic support to portfolio businesses as they accelerate growth through important partnerships and build sales momentum with high quality customers.

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of Ystratergies have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 20152016 and 20142015 contained in the Company's Form 10-K originally filed with the Securities and Exchange Commission on April 13, 2016.21, 2017.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for years ended December 31, 20152016 and 20142015 as reported in the Company's Form 10-K have been omitted.

 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.
- 6 -
YSTRATEGIES CORP.
Notes to Unaudited Financial Statements
For the three months ended March 31, 2017


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Prepaid Expenses

Prepaid expenses include the cost of common shares and warrants issued, in advance, for consulting services plus a security deposit for office space located in San Francisco, CA.  1,200,000 shares were issued, to two consultants, were recorded at a cost of $0.01 per share or a total cost of $12,000, and are being amortized over forty eight months, the life of the contracts.  550,000 shares were issued, to the same two consultants, were recorded at a cost of $0.141 per share or a total cost of $77,550 and will be amortized over forty two months, the remaining life of the contracts.  500,000 warrants were issued to a consultant at a cost of $0.13 per share or a total cost of $64,986 and will be amortized over twelve months, the term of the contract.

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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YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Nine Months Ended September 30, 2016

NOTE 2 – BASIS OF PRESENTATION AND 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 and product sales when persuasive evidence of an arrangement exists, performance of services has occurred or the product has been delivered, and 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 ninethree months ended September 30, 2016,March 31, 2017 the Company earned no revenue fromdid not earn any fees for consulting services provided to clients, and $8,580 for Internet based product sales generated through an Amazon web site.  Because the Company utilized an independent third party as a partner in this product sales venture, the Company recorded, only, its share of the revenue and deducted the inventory cost as cost of sales. Subsequent to September 30, 2016, the Company is no longer receiving revenueor from Amazon.com. That source of revenue was in addition to the Company's overall business plan and there are no immediate plans to reinstate that activity.commissions.

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 ninethree months ended September 30, 2016 and September 30, 2015, respectively.March 31, 2017.

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.
- 7 -




YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Nine Months Ended September 30, 2016

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 September 30, 2016March 31, 2017 or December 31, 2015.2016.
- 7 -
YSTRATEGIES CORP.
Notes to Unaudited Financial Statements
For the three months ended March 31, 2017

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 (usuallyperiod.  Compensation expense is generally recognized on a straight line basis over 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.
service period.

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, 326,1842,235,059 dilutive shares outstanding as of September 30, 2016.March 31, 2017.

Recently Adopted Accounting PronouncementsResearch and Development Costs

The Company has implemented all newand will continue to enter into participation contracts with third party entities that will require funding for the development and production of various products.  Each contract will be analyzed and reviewed based on its specific content, to determine its specific disclosure with regard to ASC 350-30.  The Company has reviewed the existing agreements and has determined that it is not economically feasible, at this time, to determine, for any of the products being developed, the economic benefit to be received, nor their future useful life and therefore has expensed $40,027 previous to the current three months and $0, as research and development costs, during the three months ended March 31, 2017.

Recently Adopted Accounting Pronouncements

The Company has evaluated recent accounting pronouncements, through March 31, 2017, and believes that none are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that mightexpected to have a material impacteffect on itsthe Company's financial position or results of operations.statements.
 
 
 
- 8 -



YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Unaudited Financial Statements
For the Nine Months Ended September 30, 2016three months ended March 31, 2017



NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared onassuming that the Company will continue as a going concern, basis which contemplates the realizationrecoverability 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, developing its business plan and marketing. As shown in the financial statements, during the nine months ended September 30, 2016,a result, the Company incurred aaccumulated net losslosses through March 31, 2017 of $1,970,499 which included a deduction for$2,956,088. In addition, the Company's development activities since inception have been financially sustained through the sale of capital stock based compensation and consulting fees of $1901,677 and ascapital contributions from note holders.
The ability of the same date has an accumulated deficit of $2,716,062.  If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.  These factors raise substantial doubt about the Company's ability to continue as a going concern.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.

TheThese financial statements do not include any adjustmentadjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.result from this uncertainty.


The Company is taking certain steps to provide the necessary capital to continue its operations.

These steps include, but are not limited to: 1) develop a new business model which will provide sufficient revenue to become profitable; 2) focus on sales to minimize the need for capital; 3)  raise equity financing; 4) continuous focus on reductions in cost where possible.


NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of September 30, 2016March 31, 2017 and December 31, 2015:2016.

 September 30,  December 31,  March 31  December 31 
 2016  2015  2017  2016 
Computers and office equipment $8,614  $8,614  $8,614  $8,614 
less: accumulated depreciation  (8,614)  (8,257)  (8,614)  (8,614)
Equipment - net $-  $357  $-  $- 

Depreciation expense included as a charge to income ofwas $0 for the three months ended March 31, 2017 and $357 for the nine monthsyear ended September 30, 2016 and $1,293 for the nine months ended September 30, 2015.December 31, 2016.

 
NOTE 5– NOTES PAYABLE

The components of notes payable at March 31, 2017 and December 31, 2016 are summarized in the following tables.

  March 31  December 31 
  2017  2016 
Note payable – 5% interest, unsecured and due January 1, 2019  25,000   - 
Balance - March 31, 2017 $25,000  $- 
On December 31, 2016 the holder of the 24% related party note payable converted the note and accrued interest into warrants.

- 9 -

YSTRATEGIES CORP.
Notes to Unaudited Financial Statements
For the three months ended March 31, 2017
NOTE 5– NOTES PAYABLE (CONTINUED)
On March 14, 2017 the Company issued a convertible promissory note in the amount of $25,000 with principal and interest due and payable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at $0.1333 per share after 180 days, at the holder's option.  Due to the fact that the trading price of the Company's stock was less than the stated conversion rate of the note, there was no beneficial conversion feature.
  March 31,  December 31, 
  2017  2016 
Related party convertible notes payable -5% interest;  due January 1, 2019 $70,591  $24,206 
less: unamortized discount  (13,807)  (786)
Balance - March 31,  2017 $56,784  $23,420 

Between July 21, and October 31, 2016 two directors and one affiliate, were issued convertible promissory notes totaling $16,706 with principal and interest due and payable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at $0.135 per share after 180 days, at the holder's option.  Because the trading price of the Company's stock was less than the stated conversion rate of the note, there was no beneficial conversion feature.
On August 4, and August 5, 2016 one director and two affiliates were issued convertible promissory notes totaling $7,500 with principal and interest due and payable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at $0.135 per share after 180 days, at the holder's option.  Due to the fact that the trading price of the Company's stock was greater than the stated conversion rate of the note, the Company calculated the effective conversion price of the note based on the relative fair value allocated to the debt to determine the fair value of any beneficial conversion feature, in accordance with ASC 470-20-30.  A discount of $945 for the beneficial conversions was recorded against these notes and will be amortized against interest expense through the life of the notes.  During the three months ended March 31, 2017 interest expense of $99 was recorded as part of the amortization of the beneficial conversion feature of the notes.

On January 1, 2017 a director was issued a convertible promissory note, convertible at $0.13333 per share after 180 days at the holder's option, bearing interest of 5% per annum, principal and interest due, in full if not paid sooner, on January 1, 2019, in the amount of $41,385, of which $17,385 was to pay overhead items and $24,000 was to pay accrued salary owing under a consulting agreement. Due to the fact that the trading price of the Company's stock was greater than the stated conversion rate of the note, the Company calculated the effective conversion price of the note based on the relative fair value allocated to the debt to determine the fair value of any beneficial conversion feature, in accordance with ASC 470-20-30.  A discount of $14,995 for the beneficial conversion was recorded against this note and will be amortized against interest expense through the life of the note.  During the three months ended March 31, 2017 interest expense of $1,874 was recorded as part of the amortization of the beneficial conversion feature of the notes.

On January 20, 2017 the Company issued, to a director, a $5,000 convertible promissory note to secure a cash advance, principal and interest repayable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at a cost of $0.135 per share after 180 days, at the holder's option.  Because the trading price of the Company's stock was less than the stated conversion rate of the note, there was no beneficial conversion feature.


NOTE 56 – RELATED PARTY TRANSACTIONS

On February 29, 2016, the Company resolved to sell 600,000 post-split common shares to, each of, two individuals, for a total consideration of $30,000 cash, which was received on March 3, 2016.

On March 10, 2016, the Board of Directors appointed 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 Strategy Officer.

- 10 -
YSTRATEGIES CORP.
Notes to Unaudited Financial Statements
For the three months ended March 31, 2017
NOTE 6 – RELATED PARTY TRANSACTIONS (CONTINUED)
On June 3, 2016 the Company issued 7,249,999 of its common restricted shares to seven individuals for past services provided as directors, officers and employees.  The shares were recorded based on the fair market value of the stock on that day,at a cost of $0.26, each, for a total cost of $1,885,000.

On April 1, 2016, the Board of Directors passed a resolution to pay Ashish Badjatia, a director and chief operating officer, $3,000 per month as compensation for services to be rendered.  On September 30,October 1, 2016 the Company entered into a new contract with Mr. Badjatia to compensate him at the rate of $8,000 per month plus out of pocket expenses.  Unpaid compensation under the later contract is convertible, quarterly, into restricted common shares, at a cost of $0.1333 per share.  On December 31, 2016, Mr. Badjatia was owed, as a result of both contracts, a total of $30,500$36,000 in unpaid compensation. In addition, the Company owed Mr Badjatia $36,548, for accrued but unpaid consulting fees of $24,500 and $12,048 for a convertible note and accrued interest.  On December 31, 2016 the Company and Mr. Badjatia agreed to cancel that debt and issue 73,096 common stock warrants to Mr. Badjatia to be exercised, any time after thirty days but within five years from the date of issuance, at $0.50 per share.

On July 21, August 4 and August 5,October 1, 2016 the Company entered into a consulting contract with James Kiles to compensate him at the rate of $8,000 per month plus out of pocket expenses.  Unpaid compensation under the consulting contract is convertible into restricted common shares quarterly at the cost of $0.1333 per share.
During the year ended December 31, 2016 two directors and two consultants, each,  purchasedaffiliates were issued convertible promissory notes of $2,500 each, repayable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at a cost of $0.135 per share after 180 days, at the holder's option. Three of the four notes contained beneficial conversion features resulting in $945 being recorded to additional paid in capital with an offset to debt discount.
 
- 9 -


YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Nine Months Ended September 30, 2016


NOTE 6 – NOTES PAYABLE

The components of notes payable at June 30, 2016 are summarized in the table below:

  September 30,  December 31, 
  2016  2015 
         
Related party note payable – 24% interest, unsecured and due January 2013 (1) $4,500  $4,500 
  $4,500  $4,500 



NOTE 7 – CONVERTIBLE NOTES PAYABLE

  September 30,  December 31, 
  2016  2015 
         
Convertible notes payable -5% interest due January 1, 2019 - net $9,115  $- 
  $9,115  $- 


On July 21, 2016 the CompanyJanuary 1, 2017 a director was issued a convertible promissory note, for $2,500,convertible at $0.13333 per share after 180 days at the holder's option, bearing annual interest of 5%, with per annum, principal and interest due, in full if not paid sooner, on January 1, 2019, in the amount of $41,385, of which $17,385 was to pay overhead items and payable$24,000 was to pay accrued salary owing under a consulting agreement.

On January 20, 2017 the Company issued, to a director, a $5,000 convertible promissory note to secure a cash advance, principal and interest repayable on or before January 1, 2019.  The note has a conversion feature for2019, bearing interest of 5% per annum and convertible into common shares at a cost of $0.135 per share.share after 180 days, at the holder's option.  Because the trading price of ourthe Company's stock was less than the stated conversion rate of the note, there was no beneficial conversion feature.

On August 4, 2016, the Company issued a convertible promissory note for $2,500, bearing an annual interest rate of 5%. The principal amount of the note and all accrued interest is due and payable on or before January 1, 2019.  The note has a conversion feature for common shares at $0.135 per share. Due to the fact that the trading price of our stock was greater than the stated conversion rate of the note, the Company calculated the effective conversion price of the note based on the relative fair value allocated to the debt to determine the fair value of any beneficial conversion feature, in accordance with ASC 470-20-30.  A discount of $315 for the beneficial conversion was recorded against this note and will be amortized against interest expense through the life of the note.  As of September 30, 2016 interest expense of $20 was recorded as part of the amortization of the beneficial conversion feature of the note.

On August 5, 2016, the Company issued two convertible promissory notes for $2,500 each. Both notes have an annual interest rate of 5%. The principal amount of the notes and all accrued interest is due and payable on or before January 1, 2019.  The notes have a conversion feature for common shares at $0.135 per share. Due to the fact that the trading price of our stock was greater than the stated conversion rate of the note, the Company calculated the effective conversion price of the note based on the relative fair value allocated to the debt to determine the fair value of any beneficial conversion feature, in accordance with ASC 470-20-30.  A discount of $315 each for the beneficial conversion was recorded against these notes and will be amortized against interest expense through the life of the notes. As of September 30, 2016 interest expense of $20 each was recorded as part of the amortization of the beneficial conversion feature of these notes.
  March 31,  December 31, 
  2017  2016 
Related party convertible notes payable -5% interest;  due January 1, 2019 $70,591  $24,206 
less: unamortized discount  (13,807)  (786)
Balance - March 31,  2017 $56,784  $23,420 


- 10 -


YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Nine Months Ended September 30, 2016


NOTE 8 – COMMITMENTS AND CONTINGENCIES

On March 14, 2016 the Company entered into a consulting agreement with an individual to provide marketing and consulting expertise.  The agreement required compensation of 50,000 common restricted shares, to be issued within fourteen days or receipt of FINRA approval to the corporate re-organization, and 25,000 common restricted shares, to be issued each quarter, thereafter, until terminated by either party.  That contract was canceled on August 15, 2016 and replaced with a new one, dated September 27, 2016 requiring the issuance of an additional 500,000 common restricted shares within 50 calendar days and 250,000 common restricted shares on or before March 31, 2017.  The 500,000 common shares were valued at $0.01, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $5,000, to be amortized, over the term of the contract.


On September 27, 2016 the Company entered into a consulting agreement with an individual to provide senior Venture Partner and other expertise as required.  This agreement requires compensation of 700,000 common restricted shares to be issued on or before November 30, 2016 plus an additional 300,000 common restricted shares to be issued not later than March 31, 2017, provided the consultant remains engaged as a service provider.  The 700,000 common shares were recorded at $0.01per share, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $7,000, to be amortized, over the term of the contract.  In addition, consultant is to receive monthly compensation of $8,000 per month, commencing at a to be determined future date, deferred, and paid in full, when the Company secures funding of at least $750,000, at which time the compensation shall increase to $12,000 per month, non-deferred.  In any quarter, after the deferred compensation has commenced, the consultant may elect to convert that quarter's unpaid compensation into 25,000 common restricted shares.


NOTE 97 – 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.  On March 11, 2016 the Board of Directors approved a one for ten reverse stock split subject to FINRA approval which was received on June 1, 2016, to be effective June 3, 2016.  There were 14,837,91515,547,915 and 5,007,91614,837,915 shares of post-split common stock issued and outstanding at September 30, 2016March 31, 2017 and December 31, 2015, compared to 50,079,156 outstanding pre-reverse stock split at December 31, 2015.2016.

On March 3, 2016 the Company received a cash payment of $30,000, for the sale of 12,000,000 pre-reverse split shares at a cost of $0.0025 per share or 1,200,000 post-reverse common shares, at a cost of $0.025 per share.

On June 3, 2016, the Company issued 7,249,999 common restricted shares to seven individuals, officers and directors, to compensate them for past services.  The shares were recorded, based on the fair market value of the stock on that date, at $0.26 per share for a total cost of $1,885,000.

- 11 -
YSTRATEGIES CORP.
Notes to Unaudited Financial Statements
For the three months ended March 31, 2017
NOTE 7 – STOCKHOLDERS' DEFICIT (CONTINUED)
On June 3, 2016, the Company approved the issuance of 50,000 common restricted shares to a consultant for services provided and to be provided.  The shares were recorded, based on the fair market value of the stock on that date, at $0.26 per share, for a total cost of $13,000.

On June 30, 2016 the Company issued 25,000 common restricted shares to the same consultant for services rendered, based on the fair market value of the stock on that date, at $0.1051 per share or a total cost of $2,628.

On September 27, 2016 the Company issued 700,000 and 500,000 shares, respectively, to two consultants for services to be provided, based on the fair market value of the stock on that date of $0.01 per share or a total cost of $12,000.  The 700,000 common shares were recorded at $0.01per share, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $7,000, to be amortized, over the term of the contract.  In addition, this consultant will accrue $8,000 in fees with the consultant having the option to convert the accrued fees into 25,000 shares of common stock each quarter.  Similarly, the 500,000 common shares were valued at $0.01, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $5,000, to be amortized, over the term of the contract.
  The contracts contained a commitment to issue an additional 300,000 and 250,000 shares, respectively, by March 31, 2017.

On September 27, 2016 the Company also issued 105,000 common shares to seven consultants in return for the Company's right to utilize the consultants' images and profiles in marketing and other materials to be disseminated from time to time. The shares were recorded at a cost of $0.10 per share for a total cost of $10,500.

- 11 -On January 19, 2017 and March 27, 2017 the Company issued 30,000 and 10,000 restricted common shares pursuant to a consulting agreement, recorded at a cost of $0.1281 and $0.17 per share for a total cost of $5,543.

On February 17, 2017 the Company issued 105,000 common shares to seven consultants in return for the Company's right to utilize the consultants' images and profiles in marketing and other materials to be disseminated from time to time.  The shares were recorded at a cost of $0.1285 per share for a total cost of $13,493.
On February 28, 2017 the Company issued 15,000 common shares to one consultant in return for the Company's right to utilize the consultants' images and profiles in marketing and other materials to be disseminated from time to time.  The shares were recorded at a cost of $0.13 per share for a total cost of $1,950

On March 31, 2017 the Company issued 550,000 common shares to two consultants as payment for their services.  The shares were recorded at a cost of $0.141 per share or a total of $77,550 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.
 
 
- 12 -

YSTRATEGIES CORP.
(Formerly India Ecommerce Corporation)
Notes to Unaudited Financial Statements
For the Nine Months Ended September 30, 2016three months ended March 31, 2017
 

NOTE 108 – STOCK PURCHASE WARRANTS

On March 14, 2017, 500,000 warrants were issued, to a consultant, in consideration of consulting services to be provided during the ensuing year.  During the year ended December 31, 2014,2016, the Company issued 1,666,66773,096 warrants to creditors to acquire its common stock. In applying the Black-Scholes options pricing model to the options and warrant grants, the fair value of our share-based awards granted were estimated using the following assumptions.assumptions for the periods indicated below:
 
Risk-free interest rate1.52%
Expected options life2.50
Expected dividend yield-
Expected price volatility701%
   
March 31,
2017
  
December 31,
2016
       
Risk-free interest rate  1.06%  1.93%
Expected options life      5.00  5.00
Expected dividend yield   -  -
Expected price volatility  330.11%  348.69%

A summary of the status of the Company's stock options as of September 30, 2016March 31, 2017 and changes during the ninethree months ended September 30,March 31, 2017 and for the year ended December 31, 2016 is presented below:
 
 Number of Warrants
  Warrants
  
Outstanding at December 31, 201520161,739,763
  
1,666,667Warrants granted during the three months ended  March 31, 2017500,000
Warrants exercised -
Warrants forfeited or expired-
Outstanding at September 30, 2016March 31, 20171,666,6672,239,763
Exercisable at September 30, 2016March 31, 20171,666,6672,739,763

The following table summarizes information about options and warrants as of September 30, 2016:March 31, 2017:

  Warrants Outstanding  Warrants Exercisable    Warrants Outstanding  Warrants Exercisable 
Exercise PriceExercise Price  Number Outstanding  Weighted Average Remaining Contractual Life (in years)  Weighted Average Exercise Price  Number Exercisable  Weighted Average Exercise Price 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   2.25  $0.06   1,666,667  $0.06 0.06   1,666,667   2.67  $0.06   1,666,667  $0.06 
$0.50   73,096   4.96  $0.50   73,096  $0.50 
$0.1333   500,000   4.96  $0.1333   500,000  $0.1333 
    1,666,667   2.25  $0.06   1,666,667  $0.06     2,239,763   3.26  $0.09   2,239,763  $0.09 

 


NOTE 119 – SUBSEQUENT EVENTS

On October 17, 2016,April 23, 2017 the Company entered into an Intellectual Property Agreement with Allianceissued 150,000 common shares to a consultant as compensation for Sustainable Energy LLC ("Alliance"), operatorservices provided.

On April 24, 2017 the Company liquidated, substantially all of the National Renewable Energy Laboratory,its debt of $124,305, owing to secure an option, at a cost of $15,000, for an exclusive licenseJames Kiles by issuing, to certain intellectual property belonging to Alliance. An initial payment of $5,000 was made on October 17, 2016.  Additional payments of $5,000 each are due on November 15, and November 30, 2016.  A final Exclusive License Agreement will be, during the option period, negotiated within the Field of Use based upon Key Commercial Terms.him, 932,523 common shares.
 
 

- 1213 -



Item 2     Management'sManagement’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

Ystrategies Corp., located in Pittsburgh PA, was incorporated, on January 19, 2011, under the laws of the state of Nevada as India Ecommerce Corporation,.Corporation.  On March 9, 2016, India Ecommerce Corporation completed a merger with its wholly owned subsidiary, Ystrategies Corp., a Nevada corporation, which was incorporated solely to effect a change of name.  As a result, the Company changed its name from India Ecommerce Corporation to Ystrategies Corp.  The Company has modified its business model to include the management of interests in technology platforms and growth businesses with strong intellectual property positions.

Plan of Operations

Ystrategies is in the business of managing interests in technology platforms and growth businesses with strong intellectual property positions. The Company acquires these interests through partnership and investment. Ystrategies' business is based on recurring revenues from technology platforms and sales of new energy efficiency and renewable energy products to businesses and consumers.

Ystrategies accelerates commercialization for early stage businesses with significant development and strategy support, guidance and management.  Our focus is long term ownership positions in intellectual property driven businesses with strong technical leadership and proven, scalable value for clearly identified customer segments. Our ideal investments drive aggressively to revenue through high quality strategic partner driven sales with recurring revenue developed by a compelling intellectual property value proposition.

Ystratgies CEO, Jim Kiles, is leading the Company in implementing its new businesses model. Mr. Kiles is a former Intel Capital Managing Director and currently a Member of the Lawrence Livermore National Laboratory (LLNL) Industrial Advisory Board (for technology transfer) and Instructor in the Department of Energy's Energy Efficiency and Renewable Energy Office (EERE) Lab Corps Program. 

 The Ystrategies team will work with motivated scientist-entrepreneurs identified by its senior management and will utilize proven market based analysis to deliver quality investments.  The Company will provide strategic support to portfolio businesses as they accelerate growth through important partnerships and build sales momentum with high quality customers.

Intellectual Property

We currently 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.

Directors and Officers

Below are the names and certain information regarding our executive officers and directors during the quarter ended March 31, 2017.
 
NameAgePosition
James J. Kiles63Chief Executive Officer, President and Chairman
Ashish Badjatia47Chief Operating and Financial Officer, Secretary and Director
Paul I. Overby60Chief Strategy Officer and Director

There are no other directors or officers.

The biographies of each of the officer and directors are listed below and contain information regarding the person's service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director in light of our business and structure.

 
- 1314 -
 
 

Jim Kiles is the Company's President, Chief Executive and Financial Officer, Secretary and Director. He is responsible for driving investment, development and strategic support for technology platforms.  In this role, Jim helps start-ups validate markets, identify customers and build value in business. Jim is a member of the Lawrence Livermore National Laboratory Industrial Advisory Board and an Instructor for the Dept. of Energy's LabCorps program working with scientists from all 8 US National Labs in their efforts to commercialize intellectual property targeting energy efficiency and renewable energy. Jim is  the former Managing Director for Enabling Technology Investments at Intel Capital (1995-2001- Akamai (IPO), Williams Communications (IPO), Digital Island (IPO), Sightpath (Acquired-Cisco), Loudeye (IPO), Juno (IPO), iBeam (IPO-Acquired Williams), Convera (IPO); Investor and advisor to Angel Investors LLC (1998-2004- Ask Jeeves, Loudeye, Google); Investor & Executive (Eyetide Media- CEO 2003-2008, Living Networks- CEO 2008-2011, Visage Mobile VP Corp Dev 2011-2013, Cloudmark VP Strategy 2013, SAFE Managing Director 2011-2016, GroundControl Solutions 2015-2016). He holds a BA and JD from Syracuse University. 

Directors and Officers
On March 10, 2016,Ashish Badjatia is the Company's BoardChief Operating and Financial Officer, Secretary and Director. In this role, he is responsible for the day-to-day management of Directors appointed Jim Kilesour Company, administrative functions, corporate filings and strategic evolution of its business. Ashish was the founder & CEO of the India Ecommerce Company (IEEC- merged with YSTR in 2016) which developed internet software businesses focused on integrated commerce opportunities between India and Indian communities in the US. He brings a stellar record of developing and managing small public companies and 20 years of experience in various related activities, including social networking, international trade, global investment banking, outsourcing, proposal management, and entrepreneurship. Included in those activities is a stint as investment banking executive with Morgan Stanley in India. Ashish holds a Bachelor of Business Administration from the new Chief Executive Officer,Williamson School of Management at Youngstown State University, and a Master of International Affairs (International Business & Finance and South Asian Affairs) from the School of International and Public Affairs at Columbia University.  

Paul Overby to is the newly formedCompany's Chief Strategy Officer position. Both Mr. Kiles and Mr. Overby will also serve onDirector. In this role, he provides strategic guidance to the BoardCompany. In addition, Paul serves as the Honorary Consul of Directors for the Company, with Mr. Kiles assuming the roleFederal Republic of Germany in Pittsburgh and as President and Chairman of the Board of Directors.the Pittsburgh Chapter of the German American Chamber of Commerce.  He is also a strategist for Wabtec Corporation.  A former U.S. diplomat in the Middle East and executive in Bombardier's rail business, he is a start-up founder and early-stage investor.  Paul holds a BA from Yale University and a MBA from Harvard University.

Together, Jim Kiles, Paul Overby and Ashish Badjatia comprise the Board of Directors. Mr. Badjatia continues his role as Chief Operating Officer.

Employees and Consultants

On March 29, 2016 the Company signed a consulting agreement with Neil Cohen, whereby Mr. Cohen, as Vice President of Marketing, will provide senior marketing and communications consulting services.  Mr. Cohen's compensation consists of 50,000 shares delivered subsequent to FINRA approval of the reverse stock split, received on June 3, 2016, plus an additional 25,000 common restricted shares, to be delivered at the end of each fiscal quarter commencing June 30, 2016. That contract was canceled on August 15, 2016 and replaced with a new one, dated September 27, 2016 requiring the issuance of an additional 500,000 common restricted shares within 50 calendar days and 250,000 common restricted shares on or before March 31, 2017.

On June 10, 2016, the Company appointed Robert Petchel the Senior Vice President of Project Development.

On September 27, 2016, the Company signed a consulting agreement with Shirley Gee in the role of Venture Partner. In this role, Ms. Gee shall provide a broad range of services with the intent to organize the internal structure and operations of the Company to facilitate larger levels of fundraising. Ms. Gee's compensation in this role consists of 700,000 shares upon signing and an additional 300,000 shares at the end of 2017 Q1 contingent upon continuation of her role. In addition, consultant is to receive monthly compensation of $8,000 per month, commencing at a, to be determined future date, deferred, and paid in full, when the Company secures funding of at least $750,000, at which time the compensation shall increase to $12,000 per month, non-deferred.  In any quarter, after the deferred compensation has commenced, the consultant may elect to convert that quarter's unpaid compensation into 25,000 common restricted shares.  On April 23, 2017 Ms. Gee elected to convert the unpaid consulting fees and the Company issued, to her, 150,000 common shares.

We expectOn January 19, 2017 the Company entered into a consulting agreement with Zachary Lebovitz to maintainprovide technology services as required thru March 25, 2017. The agreement required compensation of 30,000 shares to be issued at the rate of 10,000 shares per month, was automatically renewable unless otherwise canceled, for additional 10,000 common shares per month. The 30,000 shares were recorded at a small staff on our payroll so that we cancost of $0.1281 per share for a total cost of $3,843 and the 10,000 renewal shares were recorded at a cost of $0.17 per share for a total cost of $1,700
- 15 -
On March 14, 2017 the Company entered into a one year consulting agreement, with Jon Sigerman, having an effective date of March 9, 2017 to compensate Mr. Sigerman for services to be nimble and effective. To accomplish this goal, we expectprovided.  Compensation is the issuance of a warrant, exercisable thirty days from the effective date, to employ contract employees for our initial projects.

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

Executive cash compensation will be minimal due to their equity stakes with our Company. Key executive operations, such as Finance and Human Resources will be outsourced until500,000 common shares of the Company at a full time presence is necessary. cost of $0.13333 per share.

Advisory Board

On September 27, 2016, the Company formally created, and approved, a Science and Technology Advisory Board ("Advisory Board"). Each of the initial seven members of this Board will receive 15,000 shares of common stock for serving in this role.

The advisors include:
§Kevin T. McLoughlin is a Senior Consultant at Environmental Consultants Inc., and is an expert in energy efficiency. In the past, he held senior positions at the New York Power Authority and the Empire State Electric Energy Research Corporation.

§
Peter Therkelsen, Ph.D, is a Research Scientist in the Environmental Energy Technologies Division at the Lawrence Berkeley National Laboratory. His work focuses on industrial energy performance and management as well as the development and deployment of responsible energy efficiency and generation technologies. In this role he actively studies barriers  On February 17, 2017 the Company added an additional eight members to the implementation of industrial energy efficiency measures, supports the implementation of energy management systems in the United States, and serves as a delegate of the United States at International Standards Organization meetings for energy management and savings. Dr. Therkelsen conducts data driven analysis of energy management systems with a current focus on the costs and benefits of certification to the U.S. DOE Superior Energy Performance program. In addition, Dr. Therkelsen is head of the LBNL Combustion Laboratory where he studies and develops high efficiency, fuel flexible, and low emission installed and portable heat and power systems.

- 14 -


§
Scott Wallace, LEED AP and Certified Energy Manager, is an Associate Principal at Mazzetti, a leading healthcare engineering and technology company. Wallace manages the American Hospital Association's Energy to Care program designed to help hospitals develop and implement an energy and sustainability strategy. He brings 18 years of experience developing and implementing innovative energy solutions for large scale commercial buildings resulting in reduced cost, energy consumption, and greenhouse gas emissions while improving occupant comfort and productivity.

§
Dan Aronson was the co-founder and Chief Technology Officer of Fandor, a video streaming service for independent films, Dan has been at the forefront of technology since the '80s. He began building supercomputers at Thinking Machines Corporation and he was an early employee at WAIS, the first internet search engine company. He cofounded anti-spam company Brightmail and internet incubator Campsix, and has been on the boards of City Car Share and networked music player company Slim Devices.

§
Vi Rapp, Ph.D,  is a Research Scientist working in the Energy Technologies Area at Lawrence Berkeley National Laboratory. Her research interests focus on ultra low emission and net zero carbon combustion technologies for heat and power generation. Her current activities include: improving combustion safety diagnostics for energy efficient homes; investigating efficient, low emission technologies for combustion appliances and small engine applications; and developing advanced biomass cookstoves for the developing world. Dr. Rapp holds a Ph.D. in Mechanical Engineering from the University of California, Berkeley. Her dissertation focused on reducing emissions and improving efficiency of internal combustion engines by implementing alternative modes of combustion and unconventional fuels.

§Mike Tucker, Ph.D, is a Research Scientist and Principal Investigator at the Lawrence Berkeley National Laboratory. Mike has been engaged in R&D of electrochemical devices since 1997. His research experience is in Lithium Batteries, Direct Methanol Fuel Cells, Solid Oxide Fuel Cells, and Flow Cells. His experience is in resource-efficient development of new devices and concepts, with a clear focus on making devices work, and then making them work better.

The Company has plans to expand this Advisory Board, to 20 persons by the endalso at a cost of the first quarter of 2017.15,000 common shares for each individual.

Stock Buyback

On September 30, 2016, the Company's Board unanimously authorized the Company to buy back its own stock in the open market within compliance of Rule 10b-18 of the US Securities and Exchange Commission, and authorizes these repurchases for a period of one year commencing on October 1, 2016.

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, duringDuring the ninethree months ended September 30, 2016,March 31, 2017, we earned commissions of $8,580$0 from internet sales compared to $22,327$7,217 during the same ninethree months in 2015, and no revenue from that source for the three months ended September 30, 2016 compared to $22,327 for the three months ended September 30, 2015.2016. We had no consulting revenue during theeither three and nine months ended September 30, 2016 compared to $7,500, during the nine months ended September 30, 2015.month period. 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 ninethree months ended September 30,March 31, 2017 and 2016.


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Our total operating expenses of $1,977,309$101,610 incurred during the ninethree months ended September 30, 2016,March 31, 2017 consisted of administrative and general costs of $1,973,343 which$101,610 included stock based compensationaccrued management fees of $1,901,677, depreciation of $357, and cost of revenue of $3,966$73,000, compared to a total operating expenses of $81,030 consisting of general and administrative costs of $79,251 and cost of revenue of $1,779 for the same nine months in 2015. Interest cost for the nine months ended September 30, 2016 increased to $1,770 for the nine months ended September 30, 2016 compared to $1,560 for the same nine months in 2015, and to $845 for the three months ended September 30, 2016 compared to $556$34,881 for the same three months in 2015, as a result of2016. Interest cost, due to additional notes and loans, for the addition of new loans. There were no costs of extinguishment or change in derivative liability during the ninethree months ended September 30, 2016March 31, 2017 was $2,895 compared to $116,687 and $15$269 for the ninethree months ended September 30, 2015.March 31, 2016.

Liquidity and Capital Resources

Net cash used, by operating activities, during the ninethree months ended September 30, 2016March 31, 2017 was $39,625$12,847 compared to cash used of $9,505$11,663 for the ninethree months ended September 30, 2015.March 31, 2016.  The additional cash utilized wasCompany has stabilized its overhead while management has provided the result of increased generallabor to create and administrative overhead less cash provided bydevelop the collection of accounts receivable of $7,090 and increase in accounts payable of $21,855 compared to an increase in accounts payable of $14,060 from the same nine months of 2015.current projects.

Investing Activities

We did not use any cash resources for investing activities during the ninethree months ended September 30, 2016 nor for the nine months ended September 30, 2015.March 31, 2017 or March 31, 2016.

Financing Activities

During the ninethree months ended September 30, 2016March 31, 2017 the Company generated $30,000$5,000 from the saleissuance of a convertible note to the Company Board Chairman and $25,000 from an unrelated investor. The Company sold common shares and $10,000 from the sale of convertible notes compared to no such activitystock for $30,000 cash during the ninethree months ended September 30, 2015.March 31, 2016.
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Going Concern

During the ninethree months ended September 30, 2016,March 31, 2017, we incurred a net loss of $1,970,499,$104,505 which included a non-cash stock basedaccrual, of $73,000 for management and consulting compensation expense of $1,901,677compared to $34,881 for the three months ended March 31, 2016, which included $3,000 for management and depreciation cost of $357.consulting.  We have an accumulated deficit of $2,716,062$2,956,088 since inception.  We are in the early stage of operations and have only, recently commenced generating revenuegenerated minimal revenue. Our new management, in furtherance of the business plan has entered into several contracts which amountedare intended to commissions on internet sales of $8,580 for the nine months ended September 30, 2016 compared to $22,327 of internet commissions and $7,500 of consulting fees for the nine months ended September 30, 2015. Weprovide future revenue. However, because we will continue to generate losses in the near future.  Thesefuture 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 our ability to obtain additional financing or sale of its common stock and ultimately to attain profitability.

Management has adopted a new business plan and plans, 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.

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.



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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.  

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.


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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 ninethree months ended September 30, 2016,March 31, 2017, the Company earned $8,580$0 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.
 

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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, 2015.2016.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the ninethree months ended September 30, 2016March 31, 2017 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 February 29, 2016 the Company resolved to sell, for cash, 1,200,000 post reverse common shares to two individuals, based on the fair market value of the stock on that day, of $0.025 per share, for a total of $30,000.

On June 3, 2016, the Company issued 7,249,999 common restricted shares to seven individuals, officers and directors, to compensate them for past services, based on the fair market value of the stock on that day, of $0.26 per share, for a total cost of $1,885,000.

On June 3, 2016, the Company approved the issuance of 50,000 common restricted shares to a consultant for services provided and to be provided, based on the fair market value of the stock on that day, of $0.26 per share, for a total cost of $13,000.

On June 30, 2016 the Company issued 25,000 common restricted shares to the same consultant for services rendered, based on the fair market value of the stock on that day, of $0.1051 per share or a total cost of $2,628.

On September 27, 2016 the Company issued 700,000 and 500,000 shares, respectively, to two consultants for services to be provided, based on the fair market value of the stock on that day, of $0.01 per share or a total cost of $12,000.

On September 27, 2016 the Company also issued 105,000 common shares to seven consultants in return for the Company's right to utilize the consultants' images and profiles in marketing and other materials to be disseminated from time to time. The shares were recorded at a cost of $0.01 per share for a total cost of $1,050.

On January 19, 2017 the Company issued 30,000 common shares, pro-rated over three months to a consultant for services to be provided. Based on the fair market value of the stock on that day of $0.1281 per share, the stock was recorded at a total cost of $3,843.

On February 17, 2017, the Company issued 105,000 common shares to seven consultants for the use of their persona in marketing and other materials and for their individual expertise.  Based on the fair market value of the stock on that day the shares were recorded at a cost of $0.01285 per share or a total cost of $13,492.

On February 28, 2017 the Company issued 15,000 common shares to an individual for the use of his persona in marketing and other materials and for his expertise.  Based on the fair market value of the stock on that day the shares were recorded at a cost of $0.13 per share or a total cost of $1,950.

On March 26, 2017, the Company issued 10,000 common shares to a consultant for services rendered.  Based on the fair market value of the stock on that day the shares were recorded at a cost of $0.17 per share or a total cost of $1,700.

On March 31, 2017 the Company issued 550,000 common shares to two consultants as payment for their services.  The shares were recorded at a cost of $0.141 per share or a total of $77,550 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.

Item 3     Defaults upon Senior Securities

None. 


Item 4     Mine Safety Disclosures

N/A.
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Item 5     Other Information

None.
 
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Item 6     Exhibits

NumberExhibit
  
31.1Certification of PrincipalPresident and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Operating Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of PrincipalPresident and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
32.2Certification of Chief Operating Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document

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


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


 Ystrategies Corp.
  
Date:  November 21, 2016May 31, 2017/s/ Jim Kiles
 
Jim Kiles
President and CEOChief Executive Officer
 
 
 
 
 
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