Ystrategies (YSTR) 10-Q 2014 FY Quarterly report

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

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

For the transition period from _______ to _______

Commission File No. 333-171572

India Ecommerce Corporation

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (412) 450-0028

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes           o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

ý Yes                      o No (Not required)

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  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:  25,477,500 shares of common stock as of May 7, 2014.

INDIA ECOMMERCE CORPORATION

FOR THE FISCAL QUARTER ENDED

March 31, 2014

INDEX TO FORM 10-Q

PART I		Page
Item 1	Condensed Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	17
PART II
Item 1	Legal Proceedings	18
Item 1A	Risk Factors	18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3	Defaults Upon Senior Securities	18
Item 4	Mine Safety Disclosures	18
Item 5	Other Information	18
Item 6	Exhibits	19
	Signatures	20

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PART I

Item 1     Financial Statements

INDIA ECOMMERCE CORPORATION

 (A DEVELOPMENT STAGE COMPANY)

 BALANCE SHEETS

Unaudited

	March 31			December 31
	2014			2013
ASSETS
Current assets
Cash	$	10,646		$	19,675
Total current assets		10,646			19,675
Deposits		1,090			1,090
Property and equipment, net		3,374			3,805
Total noncurrent assets		4,464			4,895
Total assets	$	15,110		$	24,570
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	11,499		$	12,187
Convertible note payable derivative liability		26,591			-
Notes payable, net of unamortized debt discount		60,305			71,771
Total current liabilities		98,395			83,958
Note payable - long term portion		20,410			20,311
Total liabilities		118,805			104,269
Stockholders' deficit
Common stock $0.001 par value;
75,000,000 shares authorized, 25,477,500 shares issued and
outstanding as of March 31, 2014 and December 31, 2013		25,478			25,478
Shares to be issued		225			-
Additional paid-in capital		166,223			129,448
Accumulated deficit during the development stage		(295,621	)		(234,625	)
Total stockholders' deficit		(103,695	)		(79,699	)
Total liabilities and stockholders' deficit	$	15,110		$	24,570

see accompanying notes to financial statements

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Unaudited

					For the period from
	For the three months ended				January 19, 2011
	March 31,				(inception) to
	2014		2013		March 31, 2014
Income
Consulting fees	$	4,000	$	-	$	4,000
Total revenue		4,000		-		4,000
Operating expenses
General and administrative		19,841		8,290		228,931
Stock based compensation		4,500		-		4,500
Depreciation		431		430		5,240
Loss on impairment of website		-		-		3,104
Total operating expenses		24,772		8,720		241,775
Loss from operations		20,772		8,720		237,775
Other expenses
Debt discount		3,285		-		3,285
Change in derivative liability		26,591		-		26,591
Interest expense		10,348		307		27,970
Total other expenses		40,224		9,027		57,846
Loss for the year	$	60,996	$	9,027	$	295,621
Net loss per common share -
basic and diluted	$	0.0024	$	0.0004
Weighted average common
shares outstanding -
basic and diluted		25,477,500		25,477,500

see accompanying notes to financial statements

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Unaudited

							For the period from
	For the three months ended						January 19, 2011
	March 31,						(inception) to
	2014			2013			March 31, 2014
Cash flows from operating activities:
Net loss	$	(60,996	)	$	(9,027	)		(295,621	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation		431			430			5,240
Amortization of debt discount		3,285			-			3,285
Issuance of common stock for non-employee services		4,500			-			31,253
Loss on impairment of website		-			-			17,622
Accrued interest on notes payable		10,348			307			13,452
Change in derivative liability		26,591			-			26,591
Changes in operating assets and liabilities:
Deposits		-			-			(1,090	)
Accounts payable and accrued liabilities		(688	)		(3,524	)		11,499
Net cash used by operating activities		(16,529	)		(11,814	)		(187,769	)
Cash flows from investing activities:
Property and equipment acquisitions		-			-			(1,435	)
Net cash used by investing activities		-			-			(1,435	)
Cash flows from financing activities:
Proceeds from notes payable		32,500			15,000			111,500
Repayments of notes payable		(25,000	)		(4,500	)		(29,500	)
Proceeds from issuance of common stock		-			-			117,850
Net cash provided by financing activities		7,500			10,500			199,850
Net change in cash		(9,029	)		(1,314	)		10,646
Cash, beginning of period		19,675			3,777			-
Cash, end of period	$	10,646		$	2,463			10,646
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Supplemental disclosure of noncash investing
and financing activities:
Issuance of common stock to acquire
property and equipment	$	-		$	-
Issuance of common stock for
website development	$	-		$	-
Accrued interest waived by stockholders	$	-		$	40

see accompanying notes to financial statements

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

1.           DESCRIPTION OF BUSINESS

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

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

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Development Stage Company - The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan, and obtaining additional debt and/or equity related financing.  As development stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations, stockholders’ deficit and cash flows from inception to the current balance sheet date.

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

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

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

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

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of March 31, 2014 and December 31, 2013 no amounts were in excess of the federally insured program.

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

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

The estimated useful lives are:

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

Website Development - The Company capitalizes the costs associated with the development of its website.  Other costs related to the maintenance of the website are expensed as incurred.  Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes.

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

Revenue Recognition

Although the Company will derive revenue from several sources, the current revenue is provided from consulting services.  The Company will recognize revenue once pervasive evidence that an agreement exists; the product or service has been rendered; the fee is fixed and determinable based on the completion of stated terms and conditions; and collection of the amount due is reasonably assured.  The Company did not recognize any revenues from January 19, 2011 (inception) through December 31, 2013, but has commenced its consulting service and earned revenue during March 2014.

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

 The Company must meet all of the following four criteria in order to recognize revenue:

·      Persuasive evidence of an arrangement exists

·      Delivery has occurred

·      The sales price is fixed or determinable

·      Collection is reasonably assured

Fair Value of Financial Instruments - The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

·   Level 1:  Observable inputs such as quoted prices in active markets;

·   Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·   Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are accounts payable, convertible note, notes payable and derivative liability. The recorded values of accounts payable and notes payable approximate their fair values based on their short-term nature

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

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

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

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

The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of March 31, 2014.

Risks and Uncertainties - The Company’s operations and future are dependent in a large part on its ability to develop its business model in a competitive market.  The Company intends to operate in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure. The Company’s inability to meet its business plan and target customer demand may have a material adverse effect on its financial condition, results of operations and cash flows.

Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary.

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

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

- 9 -

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited
 

Recent Accounting Pronouncements - There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

3.           GOING CONCERN

The Company incurred a net loss of $60,996 for the three months ended March 31, 2014 and has an accumulated loss of $295,621 since inception.  The Company is in the development stage of operations, has not generated any revenues since inception and anticipates that it will continue to generate losses in the near future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

4.           PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of March 31, 2014 and December 31, 2013:

	March 31, 2014			December 31, 2013
Computer and office equipment	$	8,614		$	8,614
Accumulated depreciation		(5,240	)		(4,809	)
Property and equipment, net	$	3,374		$	3,805

Depreciation expense for the years ended March 31, 2014 and December 31, 2013 was $431 and $430, respectively.

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

6.           NOTES PAYABLE

As of March 31, 2014 and December 31, 2013 the Company had the following notes payable:

	March 31, 2014			December 31, 2013
Note payable - 24% interest, unsecured and due January 2013 (1)	$	6,870		$	6,604
Note payable - repayable on February 28, 2014 with interest of $25,000, secured (3)		50,000			65,167
		56,870			71,771
Convertible note payable - 8% interest due December 5, 2014		32,650			-
Unamortized debt discount on convertible note payable		(29,215	)		-
Total Notes Payable		60,305			71,771
Line of credit payable - 2% interest, secured by the Company’s President and due January 1, 2015. (2)		20,410			20,311

(1)  In the event of nonpayment, by January 11, 2013, lender is entitled to receive 225,000 common shares of capital stock.  Although the Company is in default, no demand has been made by the lender.

(2)  The Company may draw and repay the line of credit up to a maximum outstanding of $25,000.

(3)  Payment is guaranteed by the promise to issue 500,000 common shares of the Company’s common stock.  Although the Company is in default, no demand has been made by the lender.

(4)  During the period ended March 31, 2014, the Company issued a Convertible Promissory Notes to Asher Enterprises, Inc. (“Asher”) in the amount of $32,500. The notes bears interest at a rate of 8% per annum, are unsecured and mature on December 5, 2014. The Notes are convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to average of the lowest three trading prices for the Common Stock during the 10 trading  day period ending on the latest complete trading  day prior to the conversion date. The Company recorded a discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. 

We have determined that the conversion feature of the note is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bifurcated the conversion feature of the notes and recorded a derivative liability. As of March 31, 2014 the value of the derivative liability was $26,591 and we recognized a loss on the derivative of $26,591 for the period ended March 31, 2014.

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

6.           STOCKHOLDERS’ EQUITY

From January to September of 2012, the Company issued 527,500 shares of its common stock to various accredited investors pursuant to a private placement at a range of $0.02 to $0.10 per share. The gross proceeds from the issuance were $20,750.

In August 2012, the Company issued 100,000 shares of its common stock to a consultant for services rendered at $0.10 per share.  The value of those shares totaled $10,000.

No common shares were issued during the first quarter of 2014 or during the year ended December 31, 2013.

7.           SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and has not identified any reportable events.

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

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

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

History and Overview

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

Plan of Operations

We are a development stage company in the business of developing, promoting and managing a multitude of cloud-based services and ecommerce websites/mobile applications for both the Indian consumer and business marketplace. We will create rapid development teams that can push website services into the marketplace in a quick and efficient manner to capture first mover advantages in the burgeoning online Indian marketplace. One of our stated goals is to create internet properties that require minimal manpower to manage and maintain and are operationally profitable from day one.  

India is the world’s second most populous country and is renowned for its high tech community, but still has yet to produce dominant ecommerce or cloud services companies the likes of Amazon.com, Buy.com, or eBay. We feel that we will operate and thrive in an Indian online market that is still in its early stages. 

SocialInsight Launch

Due to ongoing negotiations with another company, we have delayed launching our first offering in India, SocialInsight.in. We believe this delay could lead to accessing innovative new technology and lead to launching a more robust SocialInsight.

Cloud Based Services

We will launch our cloud-based services as early as the second quarter of 2014. We will continue to negotiate with other cloud-based service providers for gaining marketing rights in India.

Targeting Acquisitions

We are actively searching for acquisitions to jump-start our presence in the market, and are in advanced negotiations with companies that will provide ecommerce solutions for the Indian and global markets. Announcements for acquisitions could occur as early as the second quarter of 2014.

Research and Development

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

Intellectual Property

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

- 13 -

Competition

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

Employees

We do not currently have any employees.  We want to maintain a small staff on our payroll so that we can be nimble. To accomplish this goal, we will employ contract employees for our initial projects and hire the best performing of these employees going forward. This allows us to avoid mistakes in filling up our human resource roster with underperforming employees.

We have identified a top-level advertising salesperson to our team upon receiving funding. We view this as very important to our overall strategy. 

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

Executive cash compensation will be minimal due to their equity stakes with our Company. Key executive operations, such as Finance and Human Resources will be outsourced until a full time presence is necessary. 

Subsidiaries

We do not currently have any subsidiaries.

Results of Operations

We are a development stage company in the business of developing, promoting and managing a multitude of ecommerce websites for the Indian market.  The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

Three months ended March 31, 2014 and 2013

We did not generate any revenues during the three months ended March 31, 2013, but did generate $4,000 of consulting income during the three months ended March 31, 2014. Our total expenses during this period were general and administrative expense of $19,841 as opposed to $8,290 for the three months ended March 31, 2014 and 2013 respectively; depreciation expense of $431 and $430 for the same periods; and $10,348 interest expense for the three months ended March 31, 2014 as opposed to $307 for the same period in 2012.  We also incurred non cash expenses of $29,876 with regards to the convertible loan obtained on March 3, 2014 and its associated related derivative liability.

Period from January 19, 2011 (inception) to March 31, 2014

We have not earned any revenues from January 19, 2011 (inception) through December 31, 2013. We did, however, earn $4,000 for providing consulting services during the three months ended March 31, 2014.  During this development period, we have primarily focused on corporate organization, the initial public offering and the research and development of our websites.

Our total expenses for this period were $228,931 for general and administrative expenses; depreciation expense of $5,240; loss on impairment of our initial website $3,104, plus interest expense of $27,970.  As a result, our accumulative net loss since inception is $295,621 after expensing non cash costs of $29,876 related to the acquisition of the convertible note of $32,500.

Operating Activities

During the three months ended March 31 2014, we used cash in the amount of $16,529 for operating activities. Cash used in operating activities included net loss of $60,996, depreciation expense of $431; accrued interest on notes payable of $10,348;  and a decrease in accounts payable and accrued liabilities of $688, as compared to depreciation expense of $430; $370 for accrued interest and a decrease in accounts payable of $3,524.

We had a net loss of $295,621 during the period from January 19, 2011 (inception) to March 31, 2014, and operating activities used cash in the amount of $187769. The principal adjustments to reconcile the net loss to net cash used by operating activities were depreciation expense of $5,240; stock issued for services of $$31,250; a loss on impairment of our initial website of $17,622; accrued interest on notes payable of $13,452;

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Investing Activities

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

Investing activities for the period from January 19, 2011 (inception) to September 30, 2013 included the purchase of fixed assets in the amount of $1,435.

Financing Activities

During the three months ended March 31, 2014, we received proceeds from notes payable in the amount of $32,500 and repaid notes payable in the amount of $25,000 for net cash provided by financing activities of $7,500.

From January 19, 2011 (inception) to March 31, 2014, we received proceeds from notes payable in the amount of $111,500, repaid notes payable in the amount of $29,500, and received proceeds from issuance of common stock in the amount of $117,850 for total cash provided by financing activities of $199,850.  During this period the non-cash component of financing activities was $40 in accrued interest waived by a stockholder upon repayment of the note payable.

Going Concern

We incurred a loss of $60,996 during the three months ended March 31, 2014 and have an accumulated net loss of $295,621since inception.  We are in the development stage of operations, and have recently commenced generating revenue which has totaled $4,000 since inception and anticipate that we will continue to generate losses in the near future.  These conditions raise substantial doubt about our ability to continue as a going concern.

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

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

In March 2013 we entered into a line of credit agreement secured by a personal guarantee of 250,000 shares of common stock owned by our President and Chief Executive Officer. The line of credit has a maximum borrowing capacity of $25,000 and under the agreement we will pay interest at a rate of 2% per year.  As of March 31, 2014, we made draws totaling $20,000.

In October 2013, the Company entered into a line of credit agreement secured by 500,000 shares of the Company’s common stock. The line of credit has a maximum borrowing capacity of $50,000, which together with fixed interest in the amount of $25,000 is due on February 28, 2014.  As of November 15, 2013, the Company made draws totaling $50,000.

During the period ended March 31, 2014, the Company issued a Convertible Promissory Notes to Asher Enterprises, Inc. (“Asher”) in the amount of $32,500. The notes bears interest at a rate of 8% per annum, are unsecured and mature on December 5, 2014. The Notes are convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to average of the lowest three trading prices for the Common Stock during the 10 trading  day period ending on the latest complete trading  day prior to the conversion date. The Company recorded a discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. 

Other than our lines of credit, we currently do not have any other arrangements for financing and we may not be able to obtain the financing required. Obtaining additional financing would be subject to a number of factors, including our ability to attract investments prior to 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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Summary of Significant Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.  

Our significant accounting policies are summarized in Note 2 of our unaudited interim financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our unaudited interim financial statements:

Development Stage Company

Our financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan, and obtaining additional debt and/or equity related financing.  As development stage enterprise, we disclose the deficit accumulated during the exploration stage and the cumulative statements of operations, stockholders’ deficit and cash flows from inception to the current balance sheet date.

Cash

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

Revenue Recognition

The Company has generated its initial revenue, from consulting fees, during the three months ended March 31, 2014.

Website Development

We capitalize the costs associated with the development of our website.  Other costs related to the maintenance of the website are expensed as incurred.  Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes.

Recently Issued Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

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

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

Changes in Internal Control over Financial Reporting

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

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PART II

Item 1     Legal Proceedings

None.

Item 1A     Risk Factors

Not required for a smaller reporting company.

Item 2     Unregistered Sales of Equity Securities and Use of Proceeds

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

Item 3     Defaults upon Senior Securities

None. 

Item 4     Mine Safety Disclosures

N/A.

Item 5     Other Information

None.

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Item 6     Exhibits

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

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

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SIGNATURES

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

	India Ecommerce Corporation
Date:  May 14, 2014	/s/ Ashish Badjatia
	Ashish Badjatia President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Accounting and Financial Officer)

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