Ystrategies (YSTR) 10-Q 2015 Q3 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 September 30, 2015

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

For the transition period from _______ to _______

Commission File No. 333-171572

India Ecommerce Corporation

(Exact name of registrant as specified in its charter)

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

1524 Rhine Street, Pittsburgh, PA	15232
(Address of principal executive offices)	(Zip Code)

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

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

ý Yes           o No

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

ý Yes                      o No (Not required)

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes   ý No

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 50,079,156 shares of common stock as of  November 20, 2015.

INDIA ECOMMERCE CORPORATION

FOR THE FISCAL QUARTER ENDED

September 30, 2015

INDEX TO FORM 10-Q

PART I		Page
Item 1	Unaudited Condensed Financial Statements	3
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4	Controls and Procedures	19
PART II
Item 1	Legal Proceedings	20
Item 1A	Risk Factors	20
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3	Defaults Upon Senior Securities	20
Item 4	Mine Safety Disclosures	20
Item 5	Other Information	20
Item 6	Exhibits	20
	Signatures	21

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PART I

Item 1     Financial Statements

INDIA ECOMMERCE CORPORATION
Condensed Balance Sheets
	September 30.			December 31,
	2015			2014
	(unaudited)
ASSETS
Current assets
Cash	$	1,208		$	10,713
Deposits		-			280
Prepaid expenses		-			27,625
Total current assets		1,208			38,618
Long term assets
Property and equipment, net		788			2,081
Total long term assets		788			2,081
Total assets	$	1,996		$	40,699
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	22,249		$	8,189
Notes payable		4,500			54,500
Total current liabilities		26,749			62,689
Stockholders' deficit
Common stock $0.001 par value; 75,000,000 shares
authorized; 50,079,156 and 36,119,167  shares issued
outstanding, respectively		50,080			36,120
Additional paid-in capital		662,398			509,656
Accumulated deficit		(737,231	)		(567,766	)
Total stockholders' deficit		(24,753	)		(21,990	)
Total liabilities and stockholders' deficit	$	1,996		$	40,699

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenue	$	22,327		$	5,700		$	29,827		$	18,075
		22,327			5,700			29,827			18,075
Operating expenses
General and administrative		21,906			6,466			81,030			49,567
Total operating expenses		21,906			6,466			81,030			49,567
Profit (Loss) from operations		421			(766	)		(51,203	)		(31,492	)
Other income (expense)
Penalty on notes payable		-			16,250			-			16,250
Amortization of note discoun		-			-			-			13,962
Change in derivative liability		-			(26,591	)		15			-
Loss on extinguishement		-			-			116,687			-
Interest expense		556			1,040			1,560			12,552
Total other (income) expense		556			(9,301	)		118,262			42,764
Loss for the period	$	(135	)	$	(8,535	)	$	(169,465	)	$	(74,256	)
Net loss per common share - basic and diluted	#DIV/0!			$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding -
basic and diluted		50,079,156			26,423,152			46,546,536			25,797,353

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION

Condensed Statements of Cash Fows

(Unaudited)

	For the Nine Months Ended
	September 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(169,465	)	$	(74,256	)
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		-			13,962
Common stock issued for loan guarantee		-			4,500
Depreciation		1,293			1,293
Change in derivative liability		15
Loss on extinguishment of debt		116,687			-
Penalty on repayment of note payable		-			16,250
Changes in operating assets and liabilities:
Refund (payment) of rental deposit		280			(280	)
Accounts payable and accrued liabilities		14,060			(32,790	)
Net cash used by operating activities		(9,505	)		(71,321	)
Cash flows from investing activities:		-			-
Cash flows from financing activities:
Proceeds from sale of common stock		-			60,000
Payments on convertible notes payable		-			(32,500	)
Proceeds from  convertible notes payable		-			32,500
Net cash provided by financing activities		-			60,000
Net change in cash		(9,505	)		(11,321	)
Cash, beginning of period		10,713			19,675
Cash, end of period	$	1,208			8,354
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	42,546
Non-cash Investing and Financing Activities:
Stock issued for settlement of debt and derivative liability	$	166,702		$	-

See accompanying notes to unaudited condensed financial statements

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

NOTE 1 – DESCRIPTION OF BUSINESS

India Ecommerce Corporation (the "Company") was incorporated under the laws of the state of Nevada on January 19, 2011. The Company plans to build, promote and manage a multitude of ecommerce properties, in both website and mobile application formats, for the India market.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  A change in managements' estimates or assumptions could have a material impact on the Company's financial condition and results of operations during the period in which such changes occurred.

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

Cash and Cash Equivalents

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

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

Deposits

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

Property and Equipment

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

	Estimated
Classification	Useful Lives
Furniture and fixtures	5-7 years
Computers and office equipment	3-5 years

Revenue Recognition

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

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 nine months ended September 30, 2015 and September 30, 2014, respectively.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

Income Taxes

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

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of September 30, 2015 and December 31, 2014.

Fair Value Measurements

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

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

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

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

Stock-Based Compensation

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

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

Loss per Common Share

Basic earnings per share are calculated dividing income available to common stockholders by the weighted average number of common shares outstanding.  Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.  There were potentially, no dilutive shares outstanding as of September 30, 2015.

Recently Adopted Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders' equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

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

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

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses through September 30, 2015 of $737,231. In addition, the Company's development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders.

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

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

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

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of September 30, 2015 and 2014:

	September 30,
	2015				2014
Computers and office equipment		$	8,614			$	8,614
less: accumulated depreciation			(7,826	)			(6,102	)
Equipment - net		$	788			$	2,512

Depreciation expense included as a charge to income of $1,293 for the nine months ended September 30, 2015 and September 30, 2014, respectively.

NOTE 5 – CUSTOMER DEPOSIT

On May 7, 2015 the Company entered into a nine month exclusive, confidential consulting agreement with a client to provide the client with services designed to launch and manage certain television operations, including the purchase and configuration of the equipment necessary to do so.  Because the final total cost of such purchases isn't certain and until such time as the contract purchases have been completed, the Company has determined that the fee minus any expenditures would be disclosed as a customer deposit.  The contract was fulfilled during the three months ended September 30, 2015 and the net proceeds were reported as income.

NOTE 6– NOTES PAYABLE

Convertible Notes Payable - Variable Conversion Price

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

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

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

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

During the period from February 23, 2015 through March 23, 2015, the Company issued

13,959,989 of its common shares to repay the entire $50,000 balance of the note payable.  Due to the variable conversion price, the Company recorded a derivative liability in connection with the convertible note payable, which was extinguished upon issuance of the common shares.  The Company recorded a loss on extinguishment of debt in the amount of $116,687 as a result of this transaction.

The Company valued the derivative liability, consisting primarily of the embedded conversion feature of the convertible debt, at issuance at fair value and revalues its derivative financial instruments at each conversion date.  Any change in fair value is charged to earnings of the period where the derivative financial instrument is modified or converted. The fair value of these derivative financial instruments was determined using the Black-Scholes option pricing model. The average inputs (or assumptions) the Company used to value the derivative liabilities at issuance and conversions during the period ended June 30, 2015 were as follows:

(1) dividend yield of 0%

(2) expected daily volatility of  109%

(3) risk-free interest rate of 0.52%

(4) expected life of 0.4 years, and

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

The components of notes payable at September 30, 2015 and December 31, 2014 are summarized in the table below:

	September 30,		December 31,
	2015		2014
Note payable – 24% interest, unsecured and due January 2013 (1)	$	4,500	$	4,500
Note payable – repayable on February 28, 2014  with interest of $25,000, secured (2)		-		50,000
	$	4,500	$	54,500

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

NOTE 7 – STOCKHOLDERS' DEFICIT

Between February 23, 2015 and March 23, 2015 the Company issued 13,959,989 of its restricted common shares to convert a note payable of $50,000 and $116,702 of derivative liability.  The shares were issued at an average price of $0.0036 per share

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.001 per share. There are no preferred shares authorized to be issued.  There were 50,079,156 and 36,119,167 shares of common stock issued and outstanding at September 30, 2015 and December 31, 2014 respectively.

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

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

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

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

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

During the three months ended March 31, 2015, the Company issued 13,959,989 common shares, at variable costs, to repay a convertible note in the amount of $50,000.

NOTE 8 – STOCK PURCHASE WARRANTS

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

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INDIA ECOMMERCE CORPORATION

Notes to Unaudited Condensed Financial Statements

September 30, 2015

	December 31, 2014
Risk-free interest rate		1.52	%
Expected options life		2.50
Expected dividend yield		-
Expected price volatility		701	%

A summary of the status of the Company's stock options as of June 30, 2015 and changes during the periods ended December 31, 2014 and June 30, 2015 is presented below:

	Number of Warrants
Outstanding at December 31, 2013		-
Warrants granted		1,666,667
Warrants exercised		-
Warrants forfeited or expired		-
Outstanding at December 31, 2014		1,666,667
Exercisable at December 31, 2014		1,666,667

The following table summarizes information about options and warrants as of September 30, 2015:

		Warrants Outstanding						Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.06		1,666,667		4.92	$	0.06		1,666,667	$	0.06
			1,666,667		4.92	$	0.06		1,666,667	$	0.06

NOTE 9– SUBSEQUENT EVENTS

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

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

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

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

History and Overview

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

 Plan of Operations

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

Through a partnership with Jeffrey Martin Global Media, LLC, a TV production and management company, India Ecommerce Corporation began operating under the brand name "uknowme," for television operations. The Company will continue to grow its Television business under this brand.

Nyooz and Hrelate

 The Company is repositioning its website properties NyoozFlix.com and HRelate.com to eventually focus on television content development to accompany these sites rather than continue technical and day-to-day management of the websites. This will allow the Company to focus more on ecommerce opportunities. This repositioning will be completed in Q4.

Zootout

Our partnership with Zootout continued in Q3. Zootout.com is an up and coming website in India focused on events as a location-based directory in India. We will continue to aide Zootout with their technologies and functionality. In Q3, Zootout launched new technologies to improve real-time communications between businesses and the public.

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ePerty

All Company work on ePerty.com has stopped due to continued technical issues and lack of audience. This website will no longer be developed and operated by India Ecommerce Corporation.

Television

 We signed a contract to jointly manage television operations with Jeffrey Martin Global Media, LLC. This operation launched in the United States, and after technical delays in Q2 and Q3, is expected to produce revenues towards the middle of Q4. The joint venture is doing business as "uknowme." In following quarters, we will expand our reach to other television markets in the United States.

 Third Party Marketing

 Through partnerships, we will be marketing third party products and services both on television and online. We launched this in the second quarter of 2015 and revenues started in Q3 for StealthCard, which was sold on Amazon.com. Sales volumes for the StealthCard have steadily increased month-to-month. The Company is evaluating adding other such product lines.

Research and Development

The core of our business model is to develop and ecommerce-related websites and television content. Websites and mobile applications need continuous attention and refinement. We plan to diversify our service offerings and develop mobile applications for each of our website properties.

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

Intellectual Property

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

 Competition

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

Employees

We want to maintain a small staff on our payroll so that we can be nimble. To accomplish this goal, we will employ contract employees for our initial projects and hire the best performing of these employees going forward. This allows us to avoid mistakes in filling up our human resource roster with underperforming employees.

We have identified top-level advertising salespeople in both the United States and in India that we can add to our team upon receiving funding. We view this as very important to our overall strategy. 

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

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

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Change of Director and Officer

On January 31, 2015, Rohit Gangwal, resigned from his position as a Director and Officer for the Company. This was a planned departure, and a planned new Director announcement in Q3 has been delayed until the candidate fulfills previous contractual commitments.

Subsidiaries

We do not currently have any subsidiaries.

Results of Operations

We are in the business of developing, promoting distribution, and managing television networks, television productions and ecommerce websites/mobile applications, targeting a wide-ranging marketplace in the United States and in India in both the consumer and business marketplace.  The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

Three and nine months ended September 30, 2015 and 2014

We are in our infancy stage and have generated minimal revenue from our core business model.  However, we have earned revenue from providing internet and web consulting services during the three and nine months ended September 30, 2015. We earned $22,237 of revenue compared to $5,700 during the three months ended September 30, 2015 and the same period in 2014, and $29,827 compared to $18,075 for the nine months ended September 30, 2015 and 2014. The increase in revenue was due to the completion of the contract that had previously being disclosed as a customer deposit.  Our total expenses during those periods were general and administrative expense of $21,906 as compared to $6,466 for the six months ended September 30, 2015 and 2014, respectively; including depreciation expense of $431 in each of the periods; $556 interest expense for the three months ended September 30, 2015 as compared to $1,040 for the same period in 2014.  Our general and administrative expenses were $81,030 compared to $49,567 including depreciation expense of $1293 in each nine month period plus interest charges of $1,560 compared to $12,552 during the nine months ended September 30 2015 and 2014, respectively. We also incurred non-cash expenses of $116,702 with regard to the repayment of a convertible loan. General and administrative overhead increased due to the cost of developing and implementing our business plan and the cost of retaining consulting expertise to complete contracted work.  Interest cost decreased due to the repayment of loans and the conversion of debt to equity.

Liquidity and Capital Resources

During the nine months ended September 30, 2015, we utilized cash in the amount of $9,505 from operating activities compared to utilizing cash of $71,321 for the nine months ended September 30, 2014.  The reduction in cash utilized during the nine months ended September 30, 2015 was primarily due to overhead and operational reductions.  Cash used in operating activity during the nine months ended September 30, 2015 included a net loss of $169,466 compared to a net loss of $74,256 for the nine months ended September 30, 2014. The net loss for the nine months ended September 30, 2015 included non-cash depreciation expense of $1,203; a charge of $116,702 as the loss on extinguishment of debt related to a $50,000 note payable. The net loss for the nine months ended September 30, 2014 was $74,256 which included non-cash depreciation of $1,293; a charge of $4,500 for the cost of common stock issued for services; interest expense of $11,512.  Accounts payable increased by $14,060 for the nine months ended September 30, 2015 compared to a decrease of $32,790 for the nine months ended September 30, 2014.

Investing Activities

We did not use any cash resources for investing activities during the nine months ended September 30, 2015 or for the nine months ended September 30, 2014.

We did not use any cash resources for investing activities during the six months ended June 30, 2015 or for the six months ended June 30, 2014.

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Financing Activities

There was no financing activity during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014, when we received proceeds from notes payable in the amount of $32,500, sold common stock for $60,000 and repaid notes payable in the amount of $32,500 for net cash provided by financing activities of $60,000.  The $32,500 loan plus a prepayment penalty of $16,250 was repaid during the same period.  

Going Concern

During the nine months, ended September 30, 2015, we incurred a net loss of $169,466, which included a non-cash discount and an extinguishment of debt cost to account for restricted common shares issued at $0.0036, to repay a $50,000 note payable.  We have an accumulated deficit of $737,232 since inception.  We are in the early stage of operations, and have, only, recently commenced generating revenue which amounted to $29,827 for the nine months ended September 30, 2015 compared to $18,075 for the nine months ended September 30, 2014. We will continue to generate losses in the near future.  These conditions raise substantial doubt about our ability to continue as a going concern.

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

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

During the period ended June 30, 2014, the Company issued a Convertible Promissory Note, to a lender, in the amount of $32,500. The note had an interest rate of 8% per annum, was unsecured and matured December 5, 2014. The note was convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to average of the lowest three trading prices for the Common Stock during the 10 trading  day period ending on the latest complete trading  day prior to the conversion date. The Company recorded a discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes.  The note was repaid, on September 8, 2014, with cash, including a prepayment penalty of $16,250.

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

On May 7, 2015 the Company entered into a six month exclusive, confidential consulting agreement with a client to provide the client with services designed to launch and manage certain television operations, including the purchase and configuration of the equipment necessary to do so.  Because the final total cost of such purchases isn't certain and until such time as the contract purchases have been completed, the Company has determined that the fee minus any expenditures would be disclosed as a customer deposit.  The contract was completed during the three months ended September 30, 2015 and the net proceed were recorded as sales income.

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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:

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 and other services, during the nine months ended September 30, 2015.

Website Development

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

Recently Issued Accounting Pronouncements

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

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

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

Off-Balance Sheet Arrangements

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

Item 3     Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4     Controls and Procedures

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1     Legal Proceedings

None.

Item 1A     Risk Factors

Not required for a smaller reporting company.

Item 2     Unregistered Sales of Equity Securities and Use of Proceeds

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

Item 3     Defaults upon Senior Securities

None. 

Item 4     Mine Safety Disclosures

N/A.

Item 5     Other Information

None.

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:  November 23,  2015	/s/ Ashish Badjatia
	Ashish Badjatia President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Accounting and Financial Officer)

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