Ystrategies (YSTR) 10-K 2015 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2015

☐ 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. 0001510891

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	15212
(Address of principal executive offices)	(Zip Code)

(412) 450-0028  

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common	OTC QB

Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes           ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

☐ Yes           ý No

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

ý Yes           ☐ No

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

ý Yes           ☐ No (Not required)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

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 ☐	Accelerated filer ☐
Non-accelerated filer ☐	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   ýNo

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:  $429,866 as of June 30, 2015.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 62,079,156 shares of common stock as of March 31, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

None

INDIA ECOMMERCE CORPORATION

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2015

INDEX TO FORM 10-K

PART I		Page
Item 1	Business	3
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Mine Safety Disclosures	5
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	Selected Financial Data	7
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	10
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	11
Item 9A	Controls and Procedures	11
Item 9B	Other Information	13
PART III
Item 10	Directors, Executive Officers and Corporate Governance	14
Item 11	Executive Compensation	17
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13	Certain Relationships and Related Transactions, and Director Independence	20
Item 14	Principal Accounting Fees and Services	20
PART IV
Item 15	Exhibits, Financial Statement Schedules	21

- 2 -

PART I

Note about Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: "Business," "Management's Discussion and Analysis," and "Risk Factors." These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" (Part I, Item 1A of this Form 10-K). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Item 1.   Business

Overview

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

We are in the business of managing advertising on television networks and to leverage the user/viewing base in part to promote our own ecommerce efforts.

 India Ecommerce Corporation manages advertising through a partnership with Jeffrey Martin Global Media, LLC, a TV production and management company, and we are marketing our products both online and through television advertising.

- 3 -

Nyooz and HRelate

The Company will begin work on NyoozFlix and HRelate television content development to allow the Company to focus more on ecommerce opportunities.

Television

During 2015, the Company has  proceeded, with Jeffrey Martin Global Media LLC, on the contract to jointly manage television operations.  However, revenues continue to be hampered by poor viewership. Due to results below expectations, the renewal and continuation of our entire "unknowme" television programming partnership will be reevaluated in 2016.

Third Party Marketing

 Sales volumes on Amazon.com for the StealthCard have steadily increased month-to-month, and the Company will continue marketing this product on Amazon.com. 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.

- 4 -

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 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.

Item 1A .   Risk Factors

Not required for a smaller reporting company.

Item 1B.   Unresolved Staff Comments 

Not required for a smaller reporting company.

Item 2.   Properties

We maintain our principal office at 1524 Rhine Street, Pittsburgh, PA 15212. Our telephone number is (412)450-0028. We also have the option to lease more than 900 square feet of office space in Indore, Madhya Pradesh (India) for the research and development of our websites pursuant to a lease that our President entered into on our behalf.  We believe that our existing facilities are suitable and adequate to meet our current business requirements.

Item 3.   Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 4.    Mine Safety Disclosures

Not applicable.

- 5 -

PART II

Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is listed to trade in the over-the-counter securities market through the Financial Industry Regulatory Authority ("FINRA") Automated Quotation Bulletin Board System, under the symbol "IEEC".

The following table sets forth the quarterly high and low bid prices for our Common Stock during the last fiscal year, as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

2015 Fiscal Year	Bid Price
	Hi		Low
March 31, 2015	$	0.0042	$	0.0056
June 30, 2015	$	0.0044	$	0.0044
September 30, 2015	$	0.0046	$	0.0046
December 31, 2015	$	0.005	$	0.005
2014 Fiscal Year
March 31, 2014	$	0.140	$	0.140
June 30, 2014	$	0.070	$	0.070
September 30, 2014	$	0.041	$	0.041
December 31, 2014	$	0.050	$	0.050

On March 31, 2016, the closing price for the common stock on the OTCQB was $0.01 per share.

Holders

As of December 31, 2015, we had 62 holders, of record, of our common stock. 

Dividend Policy

We have not declared or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the board of directors deem relevant.

Equity Compensation Plan Information

None

- 6 -

Recent Sales of Unregistered Securities

On September 5, 2014, and on October 5, 2014 the Company sold a total of 6,000,000 restricted common shares to two investors for $0.02 per share.

On October 7, 2014, the Company issued 250,000 of its restricted common shares to a consultant, for services rendered, at a cost of $0.041 per share charged to stock based consulting services.

On October 7, 2014, the Company issued 250,000 of its restricted common shares to a lender, as additional compensation, at a cost of $0.041 per share charged to interest expense.

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 previously recorded at a cost of $0.02 per share, charged to interest expense.

On October 17, 2014, the Company issued 1,000,000 of its restricted common shares, to a consultant, as partial payment, to reduce the total obligation under a consulting agreement from 5,000,000 to 4,000,000 restricted common shares.  The issued shares were expensed at $0.031 per share as sub-contractor expense.

On October 29, 2014 and on December 3, 2014, the Company issued 1,000,000 and 1,666,667 of its restricted common shares, to two consultants at a cost of $0.031 and $0.06 per share, as stock based consulting fees.

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 $717.55.

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.

Use of Proceeds from Registered Securities

The Company is using the proceeds from the sale of its common stock to cover the expenses for general working capital purposes. 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 6.   Selected Financial Data

Not required for smaller reporting companies.

- 7 -

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations

We are in the business of developing, promoting and managing a multitude of ecommerce websites for the Indian market.

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

For the years ended December 31, 2015 and 2014:

We did not generate any revenue during the period from January 19, 2011 (inception) to December 31, 2013.  During this stage, we were focused, primarily, on corporate organization, the initial public offering and the development of our business plan.  As the business plan began to solidify, we generated revenue of $44,094 and $19,575 during the years ended December 31, 2015 and 2014 respectively.  The increase in revenue was due to the acquisition, in 2015, of a new consulting contract and the sales of a product, which was not available in 2014.

Total expenses for the year ended December 31, 2015 were $221,891 compared to $352,716 for the year ended December 31, 2014.  General and administrative expenses decreased to $94,143 during the year ended December 31, 2015 compared to $309,410 for the year ended December 31, 2014.   Depreciation was $1,724 and $1,724 for each year respectively.  Interest expense was $2,149 and $64,543 for the years ended December 31, 2015 and 2014, respectively. The decreases are due to the decreased activity as our business plan matured. By focusing on fewer new activities the Company was able to reduce costs, particularly those that involved the retention of outsourced services.  During 2015 the Company paid $35,250 for outside services compared to $111,250 during 2014.  During 2015 the Company recorded a loss on extinguishment of $116,687 to repay a note payable through the issuance of common stock.  

Our accumulated deficit on December 31, 2015 was $745,563 compared to $567,766 on December 31, 2014.

Liquidity and Capital Resources

As of December 31, 2015 we had current assets of $8,856, current liabilities of $42,298 and a working capital deficit of $33,442 as compared to current assets of $38,618, current liabilities of $62,689 and a working capital deficit of $24,071 at December 31, 2014.  The increase in the working capital deficit is due to the utilization of existing funds and other current assets to pay for overhead and to not generating replacement funding.

Cash Flows from Operation Activities

During the year ended December 31, 2015, the Company used $8,947, for operating activities, compared to $112,712   for the year ended December 31, 2014.  For the year ended December 31, 2015, cash used in operating activities included a net loss of $177,797 compared to a net loss of $333,141 for the year ended December 31, 2014. For the year ended December 31, 2015, depreciation expense was $1,724 and interest paid was nil, compared to depreciation expense of $1,724 and interest expense of $19,034 for the year ended December 31, 2014.  During the year ended December 31, 2014 the Company issued common restricted shares for services and loan guarantees in the amount of $238,875 which were included in the net loss; prepaid expense increased by $26,815 and accounts payable decreased by $6,119 compared to an increase in accounts payable and accrued liabilities of $29,609 and a decrease in accounts receivable of $7,090 for the year ended December 31, 2015.  The loss of $177,797 included the cost $116,687 for repaying a convertible loan.

During the years ended December 31, 2015 and December 31, 2014, there were no investing activities.

Cash Flows from Financing Activities

During the year ended December 31, 2014 the Company received proceeds, from a convertible note payable, of $32,500 which was repaid, with cash, during the year, including a penalty of $16,250.  The company also sold 6,000,000 restricted common shares for a total of $120,000 during the year ended December 31, 2014 and repaid $48,750 of convertible notes. During the year ended December 31, 2015, there were no financing activities.

- 8 -

Going Concern

The Company incurred a net loss of $177,797 for the year ended December 31, 2015 and $333,141 for the year ended December 31, 2014 and has an accumulated net loss of $745,563 at December 31, 2015 and $567,766 at December 31, 2014.  The Company is still developing its business model and has only generated minimal revenue of $$44,094 during the year ended December 31, 2015 and 19,575 during the year ended December 31, 2014, and anticipates that it will continue to generate losses, until its business plan matures, 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.

Plan of Operations

Management's plan 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.

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 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 financial statements:

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.

- 9 -

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.

Share Based Payments

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.  

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company's 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 7A.   Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 8.   Financial Statements and Supplementary Data 

See F-1.

- 10 -

INDIA ECOMMERCE CORPORATION

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

AND

FINANCIAL STATEMENTS

For the Years Ended

December 31, 2015 and 2014

F-1

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-3
Balance Sheets	F-4
Statements of Operations	F56
Statements of Stockholders' Deficit	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8 through F-16

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

India Ecommerce Corporation

We have audited the accompanying balance sheets of India Ecommerce Corporation as of December 31, 2015 and 2014, and the related statements of income, stockholders' deficit, and cash flows for each of the years in the two year period ended December 31, 2015. India Ecommerce Corporation's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of India Ecommerce Corporation as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred accumulated net losses through December 31, 2015 of $745,563. 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.  These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 13, 2016

F-3

 INDIA ECOMMERCE CORPORATION

BALANCE SHEETS

	December 31,			December 31,
	2015			2014
ASSETS
Current assets
Cash	$	1,766		$	10,713
Accounts receivable		7,090			-
Deposits		-			280
Prepaid expenses		-			27,625
Total current assets		8,856			38,618
Long term assets
Property and equipment, net		357			2,081
Total long term assets		357			2,081
Total assets	$	9,213		$	40,699
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	37,798		$	8,189
Notes payable		-			54,500
Notes payable, related party		4,500			-
Total current liabilities		42,298			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		(745,563	)		(567,766	)
Total stockholders' deficit		(33,085	)		(21,990	)
Total liabilities and stockholders' deficit	$	9,213		$	40,699

See accompanying notes to financial statements

F-4

INDIA ECOMMERCE CORPORATION

STATEMENTS OF OPERATIONS

	For the Year Ended
	December 31,
	2015			2014
Revenue
Consulting fees	$	29,827		$	19,575
Commissions		14,267			-
Total revenue		44,094			19,575
Operating expenses
Costs of revenues		7,173			-
Depreciation		1,724			1,724
General and administrative		94,143			309,410
Total operating expenses		103,040			311,134
(Loss) from operations		(58,946	)		(291,559	)
Other  (income) expense
Loss on extinguishement		116,687			-
Loss on derivative liability		15			-
Gain on settlement of debt		-			(22,961	)
Interest expense		2,149			64,543
Total other expense		118,851			41,582
Loss for the period	$	(177,797	)	$	(333,141	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding -
basic and diluted		47,436,950			27,417,728

See accompanying notes to financial statements

F-5

INDIA ECOMMERCE CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

										Total
	Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance, December 31, 2013		25,477,500	$	25,478	$	129,448	$	(234,625	)	$	(79,699	)
Common shares issued for cash		6,000,000		6,000		114,000		-			120,000
Common shares issued in satisfaction of note payable		250,000		250		12,250					12,500
Common shares issued in satisfaction of lender requirements		475,000		475		19,000		-			19,475
Common shares issued for consulting services		3,916,667		3,917		234,958		-			238,875
Net loss for rhe year								(333,141	)		(333,141	)
Balance, December 31, 2014		36,119,167	$	36,120	$	509,656	$	(567,766	)	$	(21,990	)
Common shares issued in satisfaction of note payable		13,959,989		13,960		152,742		-			166,702
Net loss for the year		-		-		-		(177,797	)		(177,797	)
Balance, December 31, 2015		50,079,156	$	50,080	$	662,398	$	(745,563	)	$	(33,085	)

See accompanying notes to financial statements

 

F-6

INDIA ECOMMERCE CORPORATION

STATEMENTS OF CASH FLOWS

	For the Year Ended
	December 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(177,797	)	$	(333,141	)
Adjustments to reconcile net loss to net
cash provided by (used in) by operating activities:
Amortization of prepaid expenses		27,625			-
Common stock issued for loan guarantees		-			19,475
Common stock and warrants issued for services		-			238,875
Depreciation		1,724			1,724
Gain on settlement of debt		-			(22,961	)
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:
Deposits and prepaid expenses		-			(26,815	)
Accounts receivable		(7,090	)		-
Accounts payable and accrued liabilities		29,609			(6,119	)
Refund of rental deposit		280			-
Net cash used by operating activities		(8,947	)		(112,712	)
Cash flows from investing activities:		-			-
Cash flows from financing activities:
Payments on convertible notes payable		-			(48,750	)
Proceeds from sale of common stock		-			120,000
Proceeds from convertible notes payable		-			32,500
Net cash provided by financing activities		-			103,750
Net change in cash		(8,947	)		(8,962	)
Cash, beginning of period		10,713			19,675
Cash, end of period	$	1,766			10,713
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	19,034
Non-cash Investing and Financing Activities:
Stock issued for settlement of debt and derivative liability	$	166,702		$	12,500

See accompanying notes to financial statements

F-7

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

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.  While the business plan is maturing the Company will earn revenue, utilizing management's technical electronic disciplines, selling computer related products over the internet.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

 Use of Estimates

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

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

Cash and Cash Equivalents

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

F-8

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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

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

Revenue Recognition

The Company recognizes revenue for its professional services when persuasive evidence of an arrangement exists, performance of services has occurred, the sales price is fixed or determinable and collectability is probable. Revenue, from the sale of products, is recognized upon receipt from the internet vendor of the month's transactions.

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

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

During 2015 the Company earned $29,827 from consulting services, provided to clients, for Internet based projects and $14,267 for product sales generated through an Amazon web site.  Because the Company utilizes an independent third party as a partner in the product sales venture, the Company records, only, its share of the revenue and deducts the inventory cost as cost of sales.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified.  No impairment expense has been recorded on long-lived assets for the year ended December 31, 2015 and December 31, 2014, respectively.

F-9

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 December 31, 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

F-10

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.  Specifically, the Company reclassified depreciation expense to disclose it as a separate line item.

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 December 31, 2015.

Recently Adopted Accounting Pronouncement

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

F-11

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

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 December 31, 2015 of $745,563. In addition, the Company's development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders.

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

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

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2015 and 2014:

	December 31, 2015			December 31, 2014
Computers and office equipment	$	8,614		$	8,614
Less: accumulated depreciation		(8,257	)		(6,533	)
Property and equipment, net	$	357		$	2,081

Depreciation expense included as a charge to income of $1,724 for the year ended December 31, 2015 and December 31, 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, in accordance with the contractual agreement, during the three months ended September 30, 2015 and the net proceeds were reported as income.

F-12

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 6 – CONTINGENCIES

On December 21, 2014 the Company signed an agreement, with a vendor, to become an exclusive distributor for the vendor's product.  The agreement included a clause that, in order to maintain the exclusive distributorship, the Company would have to purchase and pay, each quarter, for 10,000 units of the vendor's product. The Company did not attain that quantity of purchases but does believe, other than the loss of the exclusivity franchise, it has no additional or future liability.

NOTE 7 – NOTES PAYABLE

Convertible Notes Payable - Variable Conversion Price

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

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 December 31, 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 0.0 years, and

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

F-13

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 7 – NOTES PAYABLE (CONTINUED)

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

	December 31,			December 31,
	2015			2014
Related party note payable – 24% interest, unsecured and due January 2013		$	4,500		$	-
Notes payable			-			54,500
		$	4,500		$	54,500

NOTE 8 – RELATED PARTY NOTE PAYABLE

During 2015, the Company President purchased, from the holder, a note payable in the amount of $4,500, which note, is now disclosed as a related party note payable.

NOTE 9 – 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 December 31, 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.

F-14

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 10 – 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:

	December 31, 2014
Risk-free interest rate		1.52	%
Expected options life		2.5	0
Expected dividend yield		-
Expected price volatility		701	%

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

	Number of Warrants
Outstanding at December 31, 2013		-
Warrants granted during year ended December 31, 2014		1,666,667
Warrants exercised		-
Warrants forfeited or expired		-
Outstanding at December 31, 2015		1,666,667
Exercisable at December 31, 2015		1,666,667

The following table summarizes information about options and warrants as of December 31, 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		3.92	$	0.06		1,666,667	$	0.06
			1,666,667		3.92	$	0.06		1,666,667	$	0.06

F-15

INDIA ECOMMERCE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

NOTE 11 – INCOME TAXES

Net deferred tax assets consist of the following components:

	December 31, 2015			December 31, 2014
Deferred tax asset:
Net operating loss carryforwards	$	(260,947	)	$	(198,718	)
Valuation allowance		260,947			198,718
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows:

	December 31, 2015			December 31, 2014
Tax benefit at statutory rates	$	(62,229	)	$	(116,599	)
Change in valuation allowance		62,229			116,599
Net provision for income taxes	$	-		$	-

The Company has accumulated net operating loss carryovers of approximately $459,403 as of December 31, 2015 which are available to reduce future taxable income.  Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2033. The fiscal years 2015 and 2014 remains open to examination by federal tax authorities and other tax jurisdictions.

NOTE 12 – SUBSEQUENT EVENTS

On March 7, 2016, the Company sold, for cash, 12,000,000 shares to two non-related individuals for $0.0025 per share or a total of $30,000.

F-16

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures 

Management's Report on Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.  Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015.  This evaluation was implemented under the supervision and with the participation of our officers and directors.

Based on this evaluation, management concluded that, as of December 31, 2015, our disclosure controls and procedures are not 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 to allow timely decisions regarding required disclosure.

Our officers and directors have concluded that our disclosure controls and procedures had the following material weaknesses:

· We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;

· We lack sufficient resources to perform the internal audit function and do not have an Audit Committee;

· We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert. The Board of Directors is comprised of two members who also serve as executive officers.  As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by us; and

· Documentation of all proper accounting procedures is not yet complete.

- 11 -

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:

· Engaging consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

· Hiring additional qualified financial personnel;

· Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and

· Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants.  These initiatives will be subject to our ability to obtain sufficient future financing and subject to our ability to start generating revenue.

Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our officers have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2015.  In making this assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of December 31, 2015, our internal control over financial reporting was not effective.

Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles.  We are in the process of developing and implementing remediation plans to address our material weaknesses in our internal controls.

Management has identified specific remedial actions to address the material weaknesses described above:

· Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issue by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations and/or have raised significant additional working capital; and

- 12 -

· Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

During the fourth quarter ended December 31, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.   Other Information

On October 1, 2014 our Company entered into a management agreement with a consultant whereby the consultant agreed to launch and manage television operations, with Crossings TV, during available night time hours.   The engagement commenced on October 1, 2014 and shall be in place for a period of not less than six months.

Our Company agreed to pay, 5,000,000 shares of its restricted common stock, to the consultant, at the value of $0.02 per share for the use of existing transmission equipment. On October 17, 2014 the Company issued 1,000,000 of the 5,000,000 shares.  In addition, the Company agreed to a nonrefundable advance of $40,000 to compensate Consultant for its labor, TV content costs, new software and new equipment. All equipment, content, and software to broadcast on the Channel shall remain the property of Consultant. The advance payment covers all expenses through the first quarter of 2015, and any additional expenses become the responsibility of the Consultant.

All inventions and intellectual property developed during Consultant's and Company's participation in this project will become the property of our Company.

Consultant and our Company shall share equally all net operating profits associated with the television operations described herein.

On January 21, 2015, Rohit Gangwal submitted his resignation as treasurer and director, to be effective January 31, 2015, to enable him to participate more fully in other interests.  He had no disagreement with the Company or other members of the Board of Directors and will continue to manage operations for websites and will also continue to be the Company technical advisor.

- 13 -

 PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Below are the names and certain information regarding our executive officers and directors during the year ended December 31, 2015.

Name	Age	Position
Ashish Badjatia	46	President, Chief Executive and Financial Officer, Secretary and Director

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

Ashish Badjatia is the Company's President, Chief Executive and Financial Officer, Secretary and Director and is responsible for the day to day management of our Company, administrative functions, corporate filings and strategic evolution of its business..  Mr. Badjatia brings over 20 years of a wide array of experiences ranging from social networking, international trade, global investment banking, outsourcing, proposal management, and entrepreneurship. Mr. Badjatia holds a Bachelor of Business Administration from the Williamson School of Management at Youngstown State University, and a Master of International Affairs (International Business & Finance and South Asian Affairs) from the School of International and Public Affairs at Columbia University. Additionally, he has taken executive coursework for Venture Capital and Private Equity at the Indian School of Business. In the past, Mr. Badjatia has served on the Board of the India Ohio Chamber of Commerce.  Mr. Badjatia's work experience includes the following:

January 2011 to Current:	CEO to India Ecommerce Corporation
January 2012 to November 2014	Consultant to Carmolex, Inc.
February 2011 to March 2013	Consultant to ITW Sexton
February 2011 to January 2013	Consultant to CIMA Software Corporation
December 2009 to May 2011	Director of Operations of MenuExplorer.com, Inc.
February 2008 to December 2009	Co-founder of Limelight Group LLC
September 1999 to December 2008	Founder of Monsoon LLC
March 2005 to December 2006	Director of Mortgage Sales Services of Money Tree Financial Corp/Trinity Partners
September 2002 to December 2005	Business Development Executive of 3SG Corporation
June 1996 to September 1996	Investment Banking Associate at Morgan Stanley India
January 1992 to September 1993	Co-founder of The YYZ Concern, Inc.

- 14 -

Directors

Our bylaws authorize no less than one (1) director. We currently have two directors.  It is the Company's intention to replace Mr. Gangwal, who resigned effective January 31, 2015 during the first quarter of 2016.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws.  Our executive officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships among our officer and directors.

Board of Director Committees

We do not have any board committees due to the limited size of the Board and the Company, and as such the board as a whole carries out the functions of audit, nominating and compensation committees.

Compliance with Section 16(a) of the Exchange Act

Not applicable.

- 15 -

Item 11.   Executive Compensation

The following table sets forth the compensation paid to our officers and directors for the years ended December 31, 2013 and 2014:

Name & Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
	2014		-		-		-		-		-		-		35,050		35,050
Ashish Badjtia	2015												-		34,450		34,450
			-		-		-		-		-
(1)
	2014		-		-		-		-		-		-		-		-
Rohit	2015		-		-		-		-		-		-		-		-
Gangwal
(2)

(1)	President, Chief Executive and Financial Officer, Secretary and Director
(2)	Treasurer and Director – resigned January 2015

Employment Agreements

On January 1, 2015 the Company entered into a twelve month employment agreement with its President, Chief Executive and Financial Officer, Secretary and Director to "facilitate everyday management of the Company.  The agreement requires payment of salary of $2,500 per month and is automatically renewable for one year increments unless canceled by either party.

Director Compensation

None

- 17 -

Equity Compensation Plans

The following table set forth information regarding the outstanding equity awards as of December 31, 2014 for our officers and directors:

Name	Number of Securities Underlying Unexercised options (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Ashish Badjatia	-	-	-	-	-	-	-	-	-
Rohit Gangwal	-	-	-	-	-	-	-	-	-

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2015.

· By each person who is known by us to beneficially own more than 5% of our common stock;

· By each of our officers and directors; and

· By all of our officers and directors as a group.

- 18 -

Title of class	Name and address of  beneficial owner	Amount of beneficial ownership	Percent of class
common	Ashish Badjatia	1,126,544	2.25%
	1524 Rhine Street, Pittsburgh, PA 15212
common	All officers and directors as a group (2)	1,126,544	2.25%
5% shareholders
common	Shaboom Media (1)
	1524 Rhine Street, Pittsburgh, PA 15212	5,000,000	9.98%
common	Neeraj Badjatia	4,000,000	7.99%
	1524 Rhine Street, Pittsburgh, PA 15212
common	Jeffrey Wateska IRA	4,000,000	7.99%
	1524 Rhine Street, Pittsburgh, PA 15212
common	Linda Hadley	3,000,000	5.99%
	1524 Rhine Street, Pittsburgh, PA 15212
common	Rohit Gangwal (2) 1524 Rhine Street, Pittsburgh, PA 15212	7,180,000	14.34%
Common	All 5% shareholders	23,180,000	46.29%

⁽¹⁾ Andrew Bachman is the natural person who exercises voting and/or dispositive powers over the common stock owned by Shaboom Media.

⁽²⁾ Rohit Gangwal resigned as a director and officer in January 2015.

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In   addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

- 19 -

Item 13.   Certain Relationships and Related Transactions, and Director Independence

We currently operate with one director, Ashish Badjatia.. We have determined that our director is not an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

Item 14.   Principal Accounting Fees and Services

The fees billed for professional services rendered by our principal accountant are as follows:

Fiscal			Audit-Related				All Other
Year	Audit Fees		Fees		Tax Fees		Fees
2014	$	17,500		-		-		-
2015	$	14,000		-		-		-

Pre-Approval Policies and Procedures

The board of directors must pre-approve any use of our independent accountants for any non-audit services.  All services of our auditors are approved by our whole board and are subject to review by our whole board.

PART IV

Item 15.   Exhibits, Financial Statement Schedules

Number	Exhibit
31.1	Rule 13a-14(a) Certification of Principal Executive Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
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.

- 20 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:  April 13, 2016	/s/ Ashish Badjatia
	Ashish Badjatia Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:  April 13, 2016	/s/ Ashish Badjatia
	Ashish Badjatia Director, President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Financial and Accounting Officer)

- 21 -