Ystrategies (YSTR) 10-Q 2013 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, 2013

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

For the transition period from _______ to _______

Commission File No. 333-171572

India Ecommerce Corporation

(Exact name of registrant as specified in its charter)

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

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

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

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

ý Yes           o No

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

ý Yes           o No (Not required)

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

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

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  25,477,500 shares of common stock as of November 12, 2013

1

INDIA ECOMMERCE CORPORATION

FOR THE FISCAL QUARTER ENDED

SEPTEMBER 30, 2013

INDEX TO FORM 10-Q

PART I		Page
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4	Controls and Procedures	17
PART II
Item 1	Legal Proceedings	19
Item 1A	Risk Factors	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3	Defaults Upon Senior Securities	19
Item 4	Mine Safety Disclosures	19
Item 5	Other Information	19
Item 6	Exhibits	20
	Signatures	21

2

PART I

Item 1 Financial Statements

INDIA ECOMMERCE CORPORATION

 (A DEVELOPMENT STAGE COMPANY)

 BALANCE SHEETS

	September 30, 2013			December 31, 2012
ASSETS	Unaudited
Current assets
Cash	$	18		$	3,777
Total current assets		18			3,777
Deposits		1,090			1,090
Property and equipment, net		4,236			5,528
Total noncurrent assets		5,326			6,618
Total assets	$	5,344		$	10,395
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	5,880		$	4,974
Notes payable		5,604			9,236
Total current liabilities		11,484			14,210
Notes payable		20,210			-
Total liabilities		31,694			14,210
Stockholders' deficit
Common stock $0.001 par value;
75,000,000 shares authorized,
25,477,500 shares issued and outstanding		25,478			25,478
Additional paid-in capital		129,448			129,408
Accumulated deficit during the development stage		(181,276	)		(158,701	)
Total stockholders' deficit		(26,350	)		(3,815	)
Total liabilities and stockholders' deficit	$	5,344		$	10,395

The accompanying notes are an integral part of these financial statements.

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INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

UNAUDITED

													For the Period From
	For the Three Months Ended						For the Nine Months Ended						January 19, 2011 (Inception) to
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			September 30, 2013
Operating expenses
General and administrative	$	4,346		$	21,082		$	20,245		$	39,335		$	172,520
Depreciation		431			431			1,292			1,279			4,378
Loss on impairment of website		-			-			-			-			3,104
Total operating expenses		4,777			21,513			21,537			40,614			180,002
Loss from operations		(4,777	)		(21,513	)		(21,537	)		(40,614	)		(180,002	)
Interest expense		(373	)		-			(1,038	)		-			(1,274	)
Net loss	$	(5,150	)	$	(21,513	)	$	(22,575	)	$	(40,614	)	$	(181,276	)
Net loss per common share -
basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common
shares outstanding -
basic and diluted		25,477,500			25,411,413			25,477,500			25,257,619

The accompanying notes are an integral part of these financial statements.

4

INDIA ECOMMERCE CORPORATION

 (A DEVELOPMENT STAGE COMPANY)

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 UNAUDITED

																Total
	Common Stock				Additional		Common Stock Payable						Accumulated			Stockholders'
	Shares		Amount		Paid-in Capital		Shares			Amount			Deficit			Equity (Deficit)
Balance, January 19, 2011 (Inception)		-	$	-	$	-		-		$	-		$	-		$	-
Issuance of common stock for non-employee services
at $0.001 per share		6,750,000		6,750		-		-			-			-			6,750
Issuance of common stock for reimbursement
of expenditures paid by stockholders prior
to incorporation at $0.001539 per share
categorized as follows:
Cash		64,996		65		35		-			-			-			100
Prepaid expenses and deposits		1,553,394		1,553		837		-			-			-			2,390
Property and equipment		4,666,033		4,666		2,513		-			-			-			7,179
Website development		2,017,463		2,017		1,087		-			-			-			3,104
General and administrative expenses		4,948,114		4,949		2,664		-			-			-			7,613
Issuance of common stock for cash pursuant
to a private placement at $0.02 per share		4,750,000		4,750		92,150		100,000			100			-			97,000
Net loss		-		-		-		-			-			(109,973	)		(109,973	)
Balance, December 31, 2011		24,750,000		24,750		99,286		100,000			100			(109,973	)		14,163
Issuance of common stock payable		100,000		100		-		(100,000	)		(100	)		-			-
Issuance of common stock for cash pursuant
to a private placement at $0.02 to $0.10
per share		527,500		528		20,222		-			-			-			20,750
Issuance of common stock for non-employee services
at $0.10 per share		100,000		100		9,900		-			-			-			10,000
Net loss		-		-		-		-			-			(48,728	)		(48,728	)
Balance, December 31, 2012		25,477,500		25,478		129,408		-			-			(158,701	)		(3,815	)
Accrued interest waived by stockholders		-		-		40		-			-			-			40
Net loss		-		-		-		-			-			(22,575	)		(22,575	)
Balance, September 30, 2013		25,477,500	$	25,478	$	129,448	$	-		$	-		$	(181,276	)	$	(26,350	)

The accompanying notes are an integral part of these financial statements.

5

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

UNAUDITED

							For the Period From
	For the Nine Months Ended						January 19, 2011 (Inception) to
	September 30, 2013			September 30, 2012			September 30, 2013
Cash flows from operating activities:
Net loss	$	(22,575	)	$	(40,614	)	$	(181,276	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation		1,292			1,279			4,378
Issuance of common stock for non-employee services		-			10,000			26,753
Loss on impairment of website		-			-			3,104
Accrued interest on notes payable		1,038			-			1,274
Changes in operating assets and liabilities:
Deposits		-			-			(1,090	)
Accounts payable and accrued liabilities		906			(3,010	)		5,880
Net cash used by operating activities		(19,339	)		(32,345	)		(140,977	)
Cash flows from investing activities:
Property and equipment acquisitions		-			(1,435	)		(1,435	)
Net cash used by investing activities		-			(1,435	)		(1,435	)
Cash flows from financing activities:
Proceeds from notes payable		20,080			4,500			33,580
Repayments of notes payable		(4,500	)		-			(9,000	)
Proceeds from issuance of common stock		-			20,750			117,850
Net cash provided by financing activities		15,580			25,250			142,430
Net change in cash		(3,759	)		(8,530	)		18
Cash, beginning of period		3,777			8,676			-
Cash, end of period	$	18		$	146		$	18
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Supplemental disclosure of noncash investing
and financing activities:
Issuance of common stock to acquire
property and equipment	$	-		$	-		$	7,179
Issuance of common stock for
website development	$	-		$	-		$	3,104
Accrued interest waived by stockholders	$	40		$	-		$	40

The accompanying notes are an integral part of these financial statements.

6

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

UNAUDITED

1.  DESCRIPTION OF BUSINESS

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

The Company plans to build, promote and manage a multitude of cloud-based services and ecommerce websites/mobile applications for both the Indian consumer and business marketplace.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The interim results for the nine months ended September 30, 2013 are not necessarily indicative of results for the full fiscal year.

These unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K which contains audited financial statements and notes covering the year ended December 31, 2012.

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

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

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

7

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

UNAUDITED

Cash - The Company considers all highly liquid instruments purchased with a maturity of three months or less at date of acquisition to be cash equivalents.  There were no cash equivalents at September 30, 2013 or December 31, 2012, respectively.

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of September 30, 2013 and December 31, 2012, no amounts were in excess of the federally insured program.

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

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

The estimated useful lives are:

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

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

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

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

8

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

UNAUDITED

Revenue Recognition - The Company currently has not generated revenues. Any future revenues earned, primarily through the sale of products, will be recognized utilizing the following general revenue recognition criteria: 1) pervasive evidence of an arrangement exists; 2) delivery has occurred; 3) the price to the buyer is fixed or determinable; and 4) collectability is reasonably assured.

Share-based Compensation Expense - The Company recognizes all forms of share-based payments, including stock option grants, warrants, and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. 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. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

When computing fair value of share-based compensation, the Company considers the following variables:

· The expected option term is computed using the “simplified” method.

· The expected volatility is based on the historical volatility of its common stock using the daily quoted closing trading prices.

· The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant.

· The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on our common stock in the foreseeable future.

· The forfeiture rate is based on the historical forfeiture rate for its unvested stock options.

Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

9

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

UNAUDITED

The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

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

The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of September 30, 2013 or December 31, 2012, respectively.

Fair Value of Financial Instruments - The Company’s financial instruments consist of cash, accounts payable, and notes payable. The recorded values of these instruments approximate fair values due to the short maturities of such instruments and the stated or imputed interest rates are commensurate with prevailing market rates for similar obligations.

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

3.  GOING CONCERN

The Company incurred a net loss of $22,575 during the nine months ended September 30, 2013 and has an accumulated net loss of $181,276 since inception.  The Company is in the development stage of operations, has not generated any revenues since inception and anticipates that it will continue to generate losses in the near future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

10

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

UNAUDITED

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

4.  PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013			December 31, 2012
Computer and office equipment	$	8,614		$	8,614
Accumulated depreciation		(4,378	)		(3,086	)
Property and equipment, net	$	4,236		$	5,528

Depreciation expense for the nine months ended September 30, 2013 and 2012 was $1,292 and $1,279, respectively.

5.  NOTES PAYABLE

As of September 30, 2013 and December 31, 2012, the Company had the following notes payable:

	September 30, 2013			December 31, 2012
Note payable - 24% interest, unsecured and due January 2013 (1)	$	5,524		$	4,716
Note payable - 2% interest, unsecured and due October 2013 (2)		-			4,520
Line of credit - 2% interest, unsecured and due January 2015 (3)		20,210			-
Note payable - non-interest bearing, unsecured and due on demand		80			-
Total notes payable		25,814			9,236
Less current maturities		(5,604	)		(9,236	)
Net long-term note payable	$	20,210		$	-

(1)  Upon maturity, this amount may be converted into 225,000 shares of the Company’s common stock at $0.02 per share.

(2) Upon repayment of $4,500 in debt, the note holder elected to waive accrued interest totaling $40 which is presented as a contribution on the statement of stockholders’ deficit.

11

INDIA ECOMMERCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

UNAUDITED

(3)  In March 2013 the Company entered into a line of credit agreement secured by a personal guarantee of 250,000 shares of common stock owned by the Company’s President and Chief Executive Officer. The line of credit has a maximum borrowing capacity of $25,000 and under the agreement the Company will pay interest at a rate of 2% per year.  As of September 30, 2013, the Company made draws totaling $20,000.

6.  STOCKHOLDERS’ EQUITY

Year Ended December 31, 2012

The Company issued 100,000 shares of common stock which had been recorded to common stock payable at December 31, 2011.

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

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

Nine Months Ended September 30, 2013

Upon repayment of $4,500 in debt, the note holder elected to waive accrued interest totaling $40 which is presented as a contribution on the statement of stockholders’ deficit.  See also Note 5 regarding notes payable.

7.  SUBSEQUENT EVENTS

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

12

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

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

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

History and Overview

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

Plan of Operations

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

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

SocialInsight Launch

We have targeted launching our first offering in India, SocialInsight.in, in the first quarter of 2014. SocialInsight will attempt to capitalize on the ability to conduct social media background searches. SocialInsight development was completed in 2013 Q3.

Cloud Based Services

We will continue to negotiate with leading cloud-based service providers for gaining marketing rights in India. We are actively pursuing such arrangements and are in advanced talks with companies based in the United States and in India to launch cloud based services in the areas of document management and online backup, initially targeting the education, banking, and insurance sectors of the Indian economy.

We will launch our cloud based services as early as the second quarter of 2014, and hope to launch a personal cloud based solution for the Indian marketplace by the end of 2014.

Traditional Ecommerce Websites

We are also building "copycat" websites in popular areas to round out our portfolio of ecommerce websites. While none of these are very innovative as compared to other websites under consideration, we want to establish our portal to attract many customers that will stay on our portfolio websites while they surf the internet.

http://property.indiaecommercecorporation.com/  (Real Estate Site)

http://jobportal.indiaecommercecorporation.com/  (Job Portal)

http://matrimonial.indiaecommercecorporation.com/  (Matrimonial Site)

http://ecommerce.indiaecommercecorporation.com/  (Ecommerce Portal)

These websites are only the beginning of building a comprehensive portfolio of ecommerce websites for the Indian market. We have many more ideas planned and we are researching the feasibility of all of the ideas. Our goal is to periodically launch websites into the foreseeable future.

13

In addition, we are actively searching for acquisitions to jump start our presence in the market. 

Our own websites will be developed in our India development office by seasoned website developers and engineers.  Our India development office has the personnel, equipment and connectivity to create the websites and mobile phone applications we need to reach our intended audience.

For each of these websites, we will earn revenues from commissions on the sale of electronic merchandise and also earn advertising revenues from consumer page views.

To date, we have begun strategically planning our network of web properties.  We will follow this up with completing and testing the development of the websites and their applications for devices running various platforms including iOS (Apple), Android (Google) and Windows Phone (Microsoft). We are identifying unique intellectual properties we have developed which will need trademark and copyright protection.  To date, we have not created any patentable material.

DTC Eligibility

DTC Eligibility was filed with Glendale Securities, Inc. We are waiting notice of eligibility.

Research and Development

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

Intellectual Property

We have no patents or other protection for our intellectual property, and will rely on corporate secrecy for protection for the foreseeable future. However, we are identifying unique intellectual properties we have developed which will need trademark and copyright protection.

Insurance

We have begun applications for E&O and D&O insurance with Marsh & McLennan Agency.

Fundraising

We have signed a Letter of Intent with Mintz & Fraade to manage a fundraising effort of $1.2 million. We are working with the firm on updating our presentation materials to execute reaching the fundraising goals by the end of 2014 Q1.

Competition

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

Employees

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

We have identified a top-level advertising salesperson for our team, with employment contingent 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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India Office

The Company has decided to exercise an option to lease office space in India beginning on November 3, 2013. We are evaluating the equipment we will need at that office to conduct our ground-level business in India.

Subsidiaries

We do not currently have any subsidiaries.

Results of Operations

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

Three months ended September 30, 2013 and 2012

We did not generate any revenues during the three months ended September 30, 2013. Our total expenses during this period were general and administrative expense $4,346, depreciation expense $431, and interest expense $373, resulting in a net loss of $5,150.  The largest components of general and administrative expense during this period were legal and professional fees $3,375.

Similarly, we did not generate any revenue during the three months ended September 30, 2012. Our total expenses during this period were general and administrative $21,082 and depreciation expense $431, resulting in a net loss of $21,513.  The largest components of general and administrative expense during this period were filing fees $2,167, consulting fees $10,000, and legal and professional fees $7,350.

Nine months ended September 30, 2013 and 2012

We also did not generate any revenues during the nine months ended September 30, 2013.  Our total expenses during this period were $20,245 for general and administrative purposes, depreciation expense of $1,292, and interest expense $1,038, resulting in a net loss of $22,575.  The largest components of general and administrative expense during this period were filing fees of $6,045, and legal and professional fees $13,075.

Similarly, we did not generate any revenue during the nine months ended September 30, 2012. Our total expenses during this nine month period were general and administrative expense $39,335 and depreciation expense $1,279, resulting in a net loss of $40,614.  The largest components of general and administrative expense during this six month period were filing fees $8,407, consulting fees $10,000, and legal and professional fees $19,115.

Period from January 19, 2011 (inception) to September 30, 2013

We have not earned any revenues from January 19, 2011 (inception) to September, 2013. During this development period, we have primarily focused on corporate organization, the initial public offering and the research and development of our websites.

Our total expenses for this period were $172,520 for general and administrative expenses, depreciation expense $4,378, loss on impairment of our initial website $3,104, and interest expense $1,274.  As a result, our accumulative net loss since inception is $181,276.

Operating Activities

During the nine months ended September 30, 2013, we used cash in the amount of $19,339 for operating activities. Cash used in operating activities included net loss of $22,575, depreciation expense of $1,292, accrued interest on notes payable of 1,038, and a decrease in accounts payable and accrued liabilities of $906.

Similarly, during the nine months ended September 30, 2012, we used cash in the amount of $32,345 for operating activities. Cash used in operating activities included a $40,614 net loss, $1,279 depreciation expense, issuance of common stock for non-employee services $10,000 and $3,010 increase in accounts payable and accrued liabilities.

We had a net loss of $181,276 during the period from January 19, 2011 (inception) to September 30, 2013, and operating activities used cash in the amount of $140,977. The principal adjustments to reconcile the net loss to net cash used by operating activities were depreciation expense of $4,378, stock issued for services of $26,753 and a loss on impairment of our initial website of $3,104.

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Investing Activities

We did not use any cash resources for investing activities during the nine months ended September 30, 2013.  By contrast, during the similar period of 2012, we purchase fixed assets in the amount of $1,435, for total cash used of $1,435.

Investing activities for the period from January 19, 2011 (inception) to September 30, 2013 included the fixed assets purchased in 2012.  The remaining investing activities for this period were non-cash in nature and included the issuance of our common stock to acquire property and equipment and for website development having a fair market value of $7,179 and $3,104, respectfully.

Financing Activities

During the nine months ended September 30, 2013 we received proceeds from notes payable in the amount of $20,080 and repaid notes payable in the amount of $4,500 for net cash provided by financing activities of $15,580.  In addition, stockholders waived $40 in accrued interest as of September 30, 2013 which is presented as a contribution on the statement of stockholders’ deficit.

By contrast, during the nine months ended September 30, 2012 we received proceeds from notes payable in the amount of $4,500 and proceeds from the issuance of common stock in the amount of $20,750 for total cash provided by financing activities of $25,250.

From January 19, 2011 (inception) to September 30, 2013, we received proceeds from notes payable in the amount of $33,580, repaid notes payable in the amount of $9,000, and received proceeds from issuance of common stock in the amount of $117,850 for total cash provided by financing activities of $142,430.  During this period the non-cash component of financing activities was $40 in accrued interest waived by a stockholder upon repayment of the note payable.

Going Concern

We incurred a net loss of $22,575 during the nine months ended September 30, 2013 and have an accumulated net loss of $181,276 since inception.  We are in the development stage of operations, have not generated any revenues since inception and anticipate that we will continue to generate losses in the near future.  These conditions raise substantial doubt about our ability to continue as a going concern.

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

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

In March 2013 we entered into a line of credit agreement secured by a personal guarantee of 250,000 shares of common stock owned by our President and Chief Executive Officer. The line of credit has a maximum borrowing capacity of $25,000 and under the agreement we will pay interest at a rate of 2% per year.  As of September 30, 2013, we made draws totaling $20,000.

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

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

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.  

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

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

Development Stage Company

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

Cash

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

Website Development

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

Recently Issued Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

Item 3     Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4     Controls and Procedures

Disclosure Controls and Procedures

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

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Changes in Internal Control over Financial Reporting

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

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PART II

Item 1             Legal Proceedings

None.

Item 1A          Risk Factors

Not required for a smaller reporting company.

Item 2             Unregistered Sales of Equity Securities and Use of Proceeds

In March 2011, we issued 6,750,000 shares of our common stock to various consultants for services rendered at $0.001 per share.  The value of those shares totaled $6,750.

In March 2011, we issued 13,250,000 shares of our common stock to stockholders for reimbursement of expenditures paid prior to incorporation at $0.001539 per share.  The value of those shares totaled $20,386.

Between March and December of 2011, we issued 4,850,000 shares of our common stock to various accredited investors pursuant to a private placement at $0.02 per share. The gross proceeds from the issuance were $97,000.  As of December 31, 2011 100,000 of those shares had not been issued and were reflected as common stock payable.  The shares were issued in February 2012.

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

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

The securities were issued in reliance on an exemption from registration under the Securities Act of 1933, pursuant to Regulation S promulgated thereunder.

Item 3             Defaults upon Senior Securities

None. 

Item 4           �� Mine Safety Disclosures

N/A.

Item 5             Other Information

None.

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Item 6   Exhibits

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

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

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SIGNATURES

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

	India Ecommerce Corporation
Date:  November 12, 2013	/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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