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EX-32.2 - YSTRATEGIES CORP.ex32_2.htm
EX-32.1 - EX 32.1 - YSTRATEGIES CORP.ex32_1.htm
EX-31.2 - YSTRATEGIES CORP.ex31_2.htm
EX-31 - EX 31.1 - YSTRATEGIES CORP.ex31_1.htm
 
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, 2016

 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

YSTRATEGIES CORP.
(formerly 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.)

6101 Penn Avenue, Ste. 102, Pittsburgh, PA
15206
(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:  $854,738 as of June 30, 2016.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 14,837,915 shares of common stock as of April 18, 2017.

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
4
Item 1B
Unresolved Staff Comments
4
Item 2
Properties
4
Item 3
Legal Proceedings
4
Item 4
Mine Safety Disclosures
4
 
 
 
 
 
 
PART II
 
 
 
 
 
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
5
Item 6
Selected Financial Data
6
Item 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations
7
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
9
Item 8
Financial Statements and Supplementary Data
F-1
Item 9
Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
10
Item 9A
Controls and Procedures
10
Item 9B
Other Information
12
 
 
 
 
 
 
PART III
 
 
 
 
 
Item 10
Directors, Executive Officers and Corporate Governance
13
Item 11
Executive Compensation
15
Item 12
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
16
Item 13
Certain Relationships and Related Transactions, and Director Independence
18
Item 14
Principal Accounting Fees and Services
18
 
 
 
 
 
 
PART IV
 
 
 
 
 
Item 15
Exhibits, Financial Statement Schedules
19
 
 
 
- 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

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

- 3 -

 
 

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 6101 Penn Avenue, Ste. 102 Pittsburgh, PA. Our telephone number is (412) 450-0028. We also have an office at 649 Mission, San Francisco, CA.  Both locations are adequate for the Company's present needs and are month to month tenancy.
 

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.

 
 
- 4 -


 

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.    
                                                                                                                                                                 
    Bid Price      
  Hi   Low  
2016 Fiscal Year
       
March 31, 2016
 
$
0.120
   
$
0.0250
 
June 30, 2016
 
$
0.260
   
$
0.0550
 
September 30, 2016
 
$
0.165
   
$
0.0100
 
December 31, 2016
 
$
0.180
   
$
0.0750
 
 
 
           
March 31, 2015
 
$
0.0042
   
$
0.0056
 
June 30, 2015
 
$
0.0044
   
$
0.0044
 
September 30, 2015
 
$
0.0046
   
$
0.0046
 
December 31, 2015
 
$
0.0050
   
$
0.0050
 
                 
On April 18, 2017, the closing price for the common stock on the OTCQB was $0.15 per share.

Holders
 
As of December 31, 2016, we had 69 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


 
- 5 -





Recent Sales of Unregistered Securities
 
During the three months ended March 31, 2015, the Company issued 1,395,990 post reverse common shares, at variable costs, to repay a convertible note in the amount of $50,000.

On February 29, 2016 the Company sold 600,000 post reverse common shares to our President at a post reverse cost of $0.025 per share for a total of $15,000 and on the same date sold 600,000 post reverse common shares to an investor, also at a cost of $0.025 per share and a total of $15,000.

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

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

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

On September 27, 2016 the Company issued 700,000 and 500,000 shares, respectively, to two consultants for services to be provided, based on the fair market value of the stock on that date of $0.01 per share or a total cost of $12,000.  The 700,000 common shares were recorded at $0.01per share, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $7,000, to be amortized, over the term of the contract.  In addition, this consultant will accrue $8,000 in fees with the consultant having the option to convert the accrued fees into 25,000 shares of common stock each quarter.  Similarly, the 500,000 common shares were valued at $0.01, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $5,000, to be amortized, over the term of the contract.  The contracts contained a commitment to issue an additional 300,000 and 250,000 shares, respectively, by March 31, 2017.  As of April 18, 2017, those additional shares had not been issued.

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

 
Use of Proceeds from Registered Securities

The Company is using the proceeds from the sale of its common stock to cover overhead and 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.

 
 

- 6 -




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

The Company has and will continue to enter into participation contracts with third party entities that will require funding for the development and production of various products.  Each contract will be analyzed and reviewed based on its specific content, to determine its specific disclosure with regard to ASC 350-30.  The Company has reviewed the existing agreements and has determined that it is not economically feasible, at this time, to determine, for any of the products being developed, the economic benefit to be received, nor their future useful life and therefore has expensed $40,027 and $0 as research and development costs as of December 31, 2016 and 2015, respectively.

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, 2016 and 2015:

During the year ended December 31, 2016 the Company retained additional management and changed the focus of its business plan to include the investment of time and funds into contracts that when successfully concluded will result in the development of intellectual property and products that will have economic viability.
The new business plan has not matured sufficiently to produce revenue, yet.  Commissions earned during the year ended December 31, 2016 were $8,580 compared to $14,267 during the year ended December 31, 2015 plus $29,827 of consulting fees earned during that same period.

Total expenses for the year ended December 31, 2016 were $2,114,600, which includes $1,901,677 stock based compensation, $100,000 management consulting fees, $40,027 research and development costs, and $2,144 interest expense, compared to $221,891 for the year ended December 31, 2015, which included $70,700 management consulting fees, $116,687 loss on extinguishment of debt, and $2,149 interest. Depreciation was $357 for the year ended December 31, 2016 compared to $1,724 for the year ended December 31, 2015. The increase during the year ended December 31, 2016 is the result of compensation for the additional management and funds spent on product research.

Our accumulated deficit on December 31, 2016, was $2,851,853 compared to $745,563 on December 31, 2015.
 
Liquidity and Capital Resources
 
As of December 31, 2016 we had current assets of $3,768, current liabilities of $146,596 and a working capital deficit of $142,828 as compared to current assets of $8,856, current liabilities of $42,298 and a working capital deficit of $33,442 at December 31, 2015.  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, 2016, the Company used $49,432, for operating activities, compared to $8,947 for the year ended December 31, 2015.  For the year ended December 31, 2016, cash used in operating activities included a net loss of $2,106,020 compared to a net loss of $177,797 for the year ended December 31, 2015. For the year ended December 31, 2016, depreciation expense was $357 and interest paid was nil, compared to depreciation expense of $1,724 and interest paid was nil for the year ended December 31, 2015.  During the year ended December 31, 2016 the Company issued common restricted shares for services in the amount of $1,901,677 which were included in the net loss; prepaid expense increased by $835 and accounts payable increased by $123,379 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 of $116,687 for repaying a convertible loan.  The increase in net cash used in operating activities is due to increased activity generated by the additional new management and executives.
 
During the years ended December 31, 2016 and December 31, 2015, there were no investing activities.

Cash Flows from Financing Activities
 
During the year ended December 31, 2016 the Company received proceeds, of $18,500 from convertible notes payable – related parties and, and $30,000, from related parties, from the sale of common stock.  During the year ended December 31, 2015, there were no financing activities.
 
 
 
- 7 -





Going Concern


The Company incurred a net loss of $2,106,020 for the year ended December 31, 2016 and $177,797 for the year ended December 31, 2015, and has an accumulated net loss of $2,851,583 at December 31, 2016 and $745,563 at December 31, 2015.  The Company is still developing its business model and has not generated any revenue from it. It 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 Critical Accounting Policies
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.  
 
Our significant accounting policies are summarized in Note 2 of our 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.
 
 
 
 
- 8 -



 
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.  

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned and therefore recognizes revenue for its professional services and product sales when persuasive evidence of an arrangement exists, performance of services has occurred or the product has been delivered, and the sales price is fixed or determinable and collectability is probable.

During 2016 the Company did not earn any fees for professional services and generated $8,580 from product sales generated through the Amazon web site.  During 2015 the Company earned $29,827 from professional services, provided to clients, for Internet based projects and $14,267 for product sales generated through the Amazon web site.

The Company must meet all of the following four criteria in order to recognize revenue:
·
Persuasive evidence of an arrangement exists
·
Delivery has occurred
·
The sales price is fixed or determinable
·
Collection is reasonably assured

Payments received in advance of satisfaction of the relevant criteria for revenue recognition are recorded as advances from customers.
 
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 1,813,903 and 0 dilutive shares outstanding as of December 31, 2016 and 2015, respectively

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 
.
 
 
 
- 9 -


 
 
 

 



YSTRATEGIES CORP.
 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
AND
FINANCIAL STATEMENTS

For the Years Ended
December 31, 2016 and 2015
 
 
 
 
 
 
 
 
 
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-18
 
 
 
 
 
 

 
F-2


 
 
 
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of
Ystrategies Corp. (formerly India Ecommerce)

We have audited the accompanying balance sheets of Ystrategies Corp. (formerly India Ecommerce) ("the Company") as of December 31, 2016 and 2015, and the related statements of income, stockholders' deficit, and cash flows for each of the years in the two year period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 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 Ystrategies Corp. (formerly India Ecommerce) as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2016, 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 has suffered net losses since inception and has accumulated a significant deficit. 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 21, 2017

 

 
 

 
F-3


 
 
YSTRATEGIES CORP.
 (formerly India Ecommerce Corporation)
  Balance Sheets
 
     
December 31,
       
   
2016
   
2015
 
             
ASSETS
           
             
Current assets
           
 Cash
 
$
834
   
$
1,766
 
Accounts receivable
   
-
     
7,090
 
Prepaid expenses
   
2,934
     
-
 
Total current assets
   
3,768
     
8,856
 
                 
Long term assets
               
Prepaid expense, net of current
   
8,231
     
-
 
Property and equipment, net
   
-
     
357
 
Total long term assets
   
8,231
     
357
 
                 
Total assets
 
$
11,999
   
$
9,213
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities
               
Accounts payable and acccrued liabilities
 
$
146,596
   
$
37,798
 
Notes payable -  related party
   
-
     
4,500
 
Total current liabilities
   
146,596
     
42,298
 
                 
Long term liabilities
               
Convertible notes payable-related parties, net
   
23,420
     
-
 
Total long term liabilities
   
23,420
     
-
 
Total liabilities
   
170,016
     
42,298
 
                 
Stockholders' deficit
               
Common stock,  $0.001 par value; 75,000,000 shares
               
 authorized; 14,837,915 and 5,007,916 shares issued
               
 outstanding, respectively
   
14,838
     
5,008
 
Additional paid-in capital
   
2,678,728
     
707,470
 
Accumulated deficit
   
(2,851,583
)
   
(745,563
)
Total stockholders' deficit
   
(158,017
)
   
(33,085
)
                 
Total liabilities and stockholders' deficit
 
$
11,999
   
$
9,213
 
 
 
 
(See accompanying notes to audited  financial statements)
 
 
 
F-4


 

 
 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
 Statements of Operations
 
             
     
For the Years Ended
 
     
December 31,
 
   
2016
   
2015
 
Revenue
           
 Consulting fees
 
$
-
   
$
29,827
 
 Commissions
   
8,580
     
14,267
 
Total revenue
   
8,580
     
44,094
 
                 
Operating expenses
               
Costs of revenues
   
3,966
     
7,173
 
Depreciation
   
357
     
1,724
 
General and administrative
   
2,108,133
     
94,143
 
Total operating expenses
   
2,112,456
     
103,040
 
                 
(Loss) from operations
   
(2,103,876
)
   
(58,946
)
                 
Other  expense
               
Loss on extinguishment of debt
   
-
     
116,687
 
Change in derivative liability
   
-
     
15
 
Interest expense
   
2,144
     
2,149
 
Total other expense
   
2,144
     
118,851
 
                 
Net Loss
 
$
(2,106,020
)
 
$
(177,797
)
                 
Net loss per common share - basic and diluted
 
$
(0.20
)
 
$
(0.04
)
Weighted average common shares outstanding -
               
basic and diluted
   
10,570,961
     
4,743,695
 
 
 
(See accompanying notes to audited  financial statements)
 

 
F-5

 
 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
STATEMENTS OF STOCKHOLDERS' DEFICIT
 
 
                           
Total
 
   
Common Stock
   
Additional
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Paid-in Capital
   
Deficit
   
Deficit
 
Balance, December 31, 2014
   
3,611,917
   
$
3,612
   
$
542,164
   
$
(567,766
)
 
$
(21,990
)
                                         
Common shares issued in satisfaction of note payable
   
1,395,999
     
1,396
     
165,306
     
-
     
166,702
 
Net loss for the year
   
-
     
-
     
-
     
(177,797
)
   
(177,797
)
                                         
Balance, December 31, 2015
   
5,007,916
   
$
5,008
   
$
707,470
   
$
(745,563
)
 
$
(33,085
)
                                         
Common shares issued  for cash
   
1,200,000
     
1,200
     
28,800
     
-
     
30,000
 
Common shares issued for services
   
8,629,999
     
8,630
     
1,905,047
     
-
     
1,913,677
 
Warrants issued to officer for forgiveness of debt
   
-
     
-
     
36,466
     
-
     
36,466
 
Beneficial conversion feature
   
-
     
-
     
945
     
-
     
945
 
Net loss for the year
   
-
     
-
     
-
     
(2,106,020
)
   
(2,106,020
)
Balance, December 31, 2016
   
14,837,915
   
$
14,838
   
$
2,678,728
   
$
(2,851,583
)
 
$
(158,017
)
 
 
(See accompanying notes to audited  financial statements)
 
 
 
F-6

 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Statements of Cash Flow

 
      
For the Years Ended
 
      
December 31,  
 
   
2016
   
2015
 
Cash flows from operating activities:
           
Net loss
 
$
(2,106,020
)
 
$
(177,797
)
Adjustments to reconcile net loss to net
               
cash provided by (used in) by operating activities:
               
Amortization of debt discount
   
159
     
-
 
Change in derivative liability
   
-
     
15
 
Common stock  issued  for services
   
1,901,677
     
-
 
Depreciation
   
357
     
1,724
 
Expenses paid for the Company by a related party
   
23,091
     
-
 
Loss on extinguishment of debt
   
-
     
116,687
 
Changes in operating assets and liabilities:
               
Prepaid expenses
   
-
     
27,625
 
Accounts payable and accrued liabilities
   
123,379
     
29,609
 
Accounts receivable
   
7,090
     
(7,090
)
Prepaid expenses
   
835
     
280
 
Net cash used in operating activities
   
(49,432
)
   
(8,947
)
                 
Cash flows from investing activities:
   
-
     
-
 
     
-
         
Cash flows from financing activities:
               
Proceeds from convertible notes payable, related party
   
18,500
     
-
 
Common stock issued for cash
   
30,000
     
-
 
Net cash provided by financing activities
   
48,500
     
-
 
                 
Net change in cash
   
(932
)
   
(8,947
)
Cash, beginning of period
   
1,766
     
10,713
 
                 
Cash, end of period
 
$
834
   
$
1,766
 
Non-cash Investing and Financing Activities:
               
Beneficial conversion feature
 
$
945
   
$
-
 
Common stock issued for prepaid expenses
 
$
12,000
   
$
-
 
Stock issued for settlement of debt and derivative liability
 
$
-
   
$
166,702
 
Warrants issued to officer for forgiveness of debt
 
$
36,466
   
$
-
 
 
 
(See accompanying notes to audited  financial statements)
 
 
 
F-7

 

 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015



NOTE 1 – DESCRIPTION OF BUSINESS
Ystrategies Corp., located in Pittsburgh PA, was incorporated, on January 19, 2011, as India Ecommerce Corporation (the "Company") under the laws of the State of Nevada. On March 9, 2016, India Ecommerce Corporation completed a merger with its wholly owned subsidiary, Ystrategies Corp., a Nevada corporation, which was incorporated solely to effect a change of name.  As a result, the Company changed its name from India Ecommerce Corporation to Ystrategies Corp.  The Company has modified its business model to include the management of interests in technology platforms and growth businesses with a focus on long term ownership in strong intellectual property positions.


NOTE 2 – BASIS OF PRESENTATION AND 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, in accordance with generally accepted accounting principles, 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


 

YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015

 
 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 

Prepaid Expenses

Prepaid expenses include the cost of common shares issued, in advance, for consulting services plus a security deposit for office space located in San Francisco, CA.  The shares were recorded at a cost of $12,000 and are being amortized over forty eight months, the life of the contracts.

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 and product sales when persuasive evidence of an arrangement exists, performance of services has occurred or the product has been delivered, and the sales price is fixed or determinable and collectability is probable.

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 the Amazon web site.

During 2016 the Company did not earn any fees for consulting services and generated $8,580 from product sales generated through the Amazon web site.

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, 2016 and December 31, 2015, respectively.
 
 
 

F-9





YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015

 


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, 2016 and December 31, 2015.

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





YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015

 


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.  Compensation expense is generally recognized on a straight line basis over the service period.

Loss per Common Share

Basic earnings per share are calculated dividing income available to common stockholders by the weighted average number of common shares outstanding.  Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.  There were 1,813,903 and 0 dilutive shares outstanding as of December 31, 2016 and 2015, respectively.

Research and Development Costs

The Company has and will continue to enter into participation contracts with third party entities that will require funding for the development and production of various products.  Each contract will be analyzed and reviewed based on its specific content, to determine its specific disclosure with regard to ASC 350-30.  The Company has reviewed the existing agreements and has determined that it is not economically feasible, at this time, to determine, for any of the products being developed, the economic benefit to be received, nor their future useful life and therefore has expensed $40,027 and $0 as research and development costs as of December 31, 2016 and 2015, respectively.

Recently Adopted Accounting Pronouncements

The Company has evaluated recent accounting pronouncements, through December 31, 2016, and believes that none are expected to have a material effect on the Company's financial statements.

 
 
 
F-11





YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015

 


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, 2016 of $2,851,583. 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, 2016 and 2015:
 
 
December 31
 
December 31,
 
 
2016
 
2015
 
Computers and office equipment
 
$
8,614
   
$
8,614
 
less: accumulated depreciation
   
(8,614
)
   
(8,257
)
Property and equipment - net
 
$
-
   
$
357
 

Depreciation expense was $357 and $1,724 for the years ended December 31, 2016 and 2015, respectively.
 
 
 
 
 
F-12





YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015

 
 
NOTE 5 – NOTES PAYABLE
The components of notes payable at December 31, 2016 and December 31, 2015 are summarized in the following tables.
 
   
December 31,
   
December 31,
 
   
2016
   
2015
 
Note payable – 24% interest, unsecured and due January 2013
   
-
     
4,500
 
   
$
-
   
$
4,500
 
 
On December 31, 2016 the holder of the 24% related party note payable converted the note and accrued interest into warrants.
 
 
December 31,
 
December 31,
 
 
2016
 
2015
 
Related party convertible notes payable -5% interest;  due January 1, 2019
 
$
24,206
   
$
-
 
less: unamortized discount
   
(786
)
   
-
 
Balance - December 31, 2016
 
$
23,420
   
$
-
 
 
Between July 21, and October 31, 2016 two directors and one affiliate, were issued convertible promissory notes totaling $16,706 with principal and interest due and payable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at $0.135 per share after 180 days, at the holder's option.  Because the trading price of the Company's stock was less than the stated conversion rate of the note, there was no beneficial conversion feature.

On August 4, and August 5, 2016, one director and two affiliates were issued convertible promissory notes totaling $7,500 with principal and interest due and payable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at $0.135 per share after 180 days, at the holder's option.  Due to the fact that the trading price of the Company's stock was greater than the stated conversion rate of the note, the Company calculated the effective conversion price of the note based on the relative fair value allocated to the debt to determine the fair value of any beneficial conversion feature, in accordance with ASC 470-20-30.  A discount of $945 for the beneficial conversions was recorded against these notes and will be amortized against interest expense through the life of the notes.  As of December 31, 2016 interest expense of $159 was recorded as part of the amortization of the beneficial conversion feature of the notes.
 
 
 
F-13

 
 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
 
 
 

NOTE 6 – RELATED PARTY TRANSACTIONS

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

On March 10, 2016, the Board of Directors appointed Messrs. Jim Kiles and Paul Overby to the two vacant positions on the Company's Board of Directors.  Mr. Kiles was also appointed President and Chief Executive Officer in the place of Ashish Badjatia, who resigned as President and CEO.  Mr. Overby was appointed Chief Strategy Officer.

On June 3, 2016 the Company issued 7,249,999 of its common restricted shares to seven individuals for past services provided as directors, officers and employees.  The shares were recorded at a cost of $0.26, each, for a total cost of $1,885,000.

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

On October 1, 2016 the Company entered into a consulting contract with James Kiles to compensate him at the rate of $8,000 per month plus out of pocket expenses.  Unpaid compensation under the consulting contract is convertible into restricted common shares quarterly at the cost of $0.1333 per share.  On January 1, 2016, per the consulting contract terms, the Company issued Mr. Kiles a convertible note, which included unpaid compensation for the previous quarter of $24,000 plus out of pocket expenses of $17,385.

During the year ended December 31, 2016 two directors and two affiliates were issued convertible promissory notes repayable on or before January 1, 2019, bearing interest of 5% per annum and convertible into common shares at a cost of $0.135 per share after 180 days, at the holder's option. 

 
December 31,
 
December 31,
 
 
2016
 
2015
 
Related party convertible notes payable -5% interest;  due January 1, 2019
 
$
24,206
   
$
-
 
less: unamortized discount
   
(786
)
   
-
 
Balance - December 31, 2016
 
$
23,420
   
$
-
 

 
 

 
F-14

 
 
 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
 
 
 

NOTE 7 – STOCKHOLDERS' DEFICIT

Between February 23, 2015 and March 23, 2015 the Company issued 13,959,989 pre-reverse split and 139,600 post reverse split 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 pre-reverse split and $0.36 per share post reverse split.

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 14,837,915 and 5,007,916 shares of post-split common stock issued and outstanding at December 31, 2016 and December 31, 2015, compared to 50,079,156 outstanding pre-reverse stock split at December 31, 2015.

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

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

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

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

On September 27, 2016 the Company issued 700,000 and 500,000 shares, respectively, to two consultants for services to be provided, based on the fair market value of the stock on that date of $0.01 per share or a total cost of $12,000.  The 700,000 common shares were recorded at $0.01per share, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $7,000, to be amortized, over the term of the contract.  In addition, this consultant will accrue $8,000 in fees with the consultant having the option to convert the accrued fees into 25,000 shares of common stock each quarter.  Similarly, the 500,000 common shares were valued at $0.01, based on the fair market value of the stock on September 27, 2016, and were recorded as a prepaid expense, of $5,000, to be amortized, over the term of the contract.  The contracts contained a commitment to issue an additional 300,000 and 250,000 shares, respectively, by March 31, 2017.  As of April 14, 2017, those additional shares had not been issued.

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

 
 
 
F-15

 
 
 
YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
 

NOTE 8 – STOCK PURCHASE WARRANTS

During the year ended December 31, 2016, the Company issued 73,096 warrants 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,
2016
 
       
Risk-free interest rate
   
1.93
%
Expected options life
   
5.00
 
Expected dividend yield
   
-
 
Expected price volatility
   
348.69
%

A summary of the status of the Company's stock options as of December 31, 2016 and changes during the year ended December 31, 2016 is presented below:
 
   
Number of Warrants
 
       
Outstanding at December 31, 2015
   
1,666,667
 
         
Warrants granted during year ended December 31, 2016
   
73,096
 
Warrants exercised
   
-
 
Warrants forfeited or expired
   
-
 
Outstanding at December 31, 2016
   
1,739,763
 
Exercisable at December 31, 2016
   
1,739,763
 

 
    
F-16





YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
 
 

The following table summarizes information about options and warrants as of December 31, 2016:

     
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
     
2.92
   
$
0.06
     
1,666,667
   
$
0.06
 
$
0.50
     
73,096
     
5.21
   
$
0.50
     
73,096
   
$
0.50
 
         
1,739,763
     
3.01
   
$
0.08
     
1,739,763
   
$
0.08
 

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-17




YSTRATEGIES CORP.
(formerly India Ecommerce Corporation)
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015

 
 

NOTE 9 – INCOME TAXES

Net deferred tax assets consist of the following components:

   
December 31,
   
December 31,
 
   
2016
   
2015
 
Deferred tax asset:
           
Net operating loss carry forward
 
(998,059
)
 
(260,947
)
Valuation allowance
   
998,059
     
260,947
 
Net deferred tax asset
 
-
   
-
 
                 
The income tax porvision differs from the amount of income tax determined by applying the U.S.
         
federal and statutory tax rates to pretax income (loss) from continuing operations as follows:
         
                 
                 
   
December 31,
   
December 31,
 
     
2016
     
2015
 
Tax benefit at statutory rates
 
$
(737,107
)
 
$
(62,229
)
Change in valuation allowance
   
737,107
     
62,229
 
Net provision for income taxers
 
$
-
   
$
-
 
                 
The Company has accumulated net operating loss carryovers of approximately $663,746 as of December 31,
 
2016 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 utiliazation of the net operating loss
 
carry forwards in future years. The tax losses begin to expire in 2034. The fiscal years 2016 and 2015 remain
 
open to examination by federal tax authorities and other tax jurisdictions.
               


NOTE 10 – SUBSEQUENT EVENTS

On January 1, 2017 the Company issued an uncollateralized convertible note payable to its president in return for $24,000 accrued consulting fees and $17,385 which he had advanced to the Company during the three month period ended December 31, 2016. The note has a maturity date of January 1, 2019, and bears interest at the rate of 5% per annum. Principal and interest may, at the holder's option, be converted anytime, as long as the note remains unpaid, into the Company's common stock at the rate of $0.1333 per share.
 
 
F-18



 
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, 2016.  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, 2016, 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.
 
 

- 10 -





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, 2016.  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, 2016, 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
  
 
 
- 11 -




 
 
·
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, 2016, 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

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.  As the contract was not completed, the balance of the shares have not been issued. No demand has been made for them.
 
 
 

- 12 -




 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 3, 2016:
 
Name
Age
Position
     
Jim Kiles
62
Director, Presidenxt, Chief Executive Officer
Ashish Badjatia
47
Director, Chief Operating and Chief Financial Officer, Secretary
Paul Overby
58
Director


The biography of  the officers and directors listed below contains 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.

On March 10, 2016, the Board of Directors appointed Messrs. Jim Kiles and Paul Overby to two vacant positions on the Company's Board of Directors.  Mr. Kiles was also appointed President and Chief Executive Officer (CEO) in the place of Ashish Badjatia, who resigned as President and CEO to permit Mr. Kiles to assume these positions. There were no disagreements between the Company and Mr. Badjatia concerning his resignation as President and CEO and Mr. Badjatia maintains his other positions with the Company as Chief Operating Officer, Secretary, Treasurer and Director.  Mr. Overby was appointed Chief Strategy Officer (CSO) for the Company.

James J. Kiles, President, CEO and Director

Jim Kiles, age 62, is the Founder of Ystrategies, a consulting firm providing investment, development and strategic support for technology platforms.  In this role, Jim helps start-ups validate markets, identify customers and build their businesses. Jim is a member of the Lawrence Livermore National Laboratory Industrial Advisory Board and an Instructor for the Dept. of Energy's LabCorps program working with scientists from all of the US National Labs in their efforts to commercialize intellectual property targeting energy efficiency and renewable energy.  Jim also takes active roles in emerging private start-ups and is Managing Director of GroundControl Solutions, Inc. and SAFE-Skills, LLC, two  NY based technology businesses. Jim has been a Managing Director at Intel Capital (INTC) where he invested in numerous early stage technology companies. He holds a BA and JD from Syracuse University. He has held the following employment positions:  1994-2001: Managing Director Intel Capital, Intel Corporation (INTC);  2000-2002: CSO, Convera Corporation (CNVR);  2002-2008: CEO Eyetide Media, Inc.; 2008-2011: Managing Director, CPM Capital, LLC; 2011-2013: VP Corporate Development, Visage Mobile, Inc.; 2013-2014: VP Corporate Strategy, Cloudmark, Inc. and 2013-Present: Founder, Ystrategies (consulting).

Paul Overby, Chief Strategy Officer and Director

Paul Overby, age 58, serves as the Honorary Consul of the Federal Republic of Germany in Pittsburgh and as President and Chairman of the Board of the Pittsburgh Chapter of the German American Chamber of Commerce.  He is also a strategist for Wabtec Corporation.  A former U.S. diplomat in the Middle East and executive in Bombardier's rail business, Paul holds a BA from Yale University and a MBA from Harvard University.  From 2004 to December, 2008, he was Senior Director, Strategy and Performance, for Bombardier.  From January 2009 through December 2015, Mr. Overby was President of Paul Overby Associates, a consulting firm.  Thereafter he has served as Vice President, Integration and Strategy, of Waubtec Corporation from January 2016 to present.
 
 
- 13 -

 

 
There are no understandings between the Company and Mr. Kiles concerning his appointment as President, CEO and Director; likewise, there are no understandings between the Company and Mr. Overby concerning his appointment as Director or CSO.

Ashish Badjatia, Chief Operating Officer, Chief Financial Officer, Secretary, and Director

Ashish Badjatia is the Company's, Chief Operating 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.
 
Directors
 
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.
 

- 14 -




Item 11.   Executive Compensation

The following table sets forth the compensation paid to our officers and directors for the years ended December 31, 2016 and 2015:
 
 
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
($)
 
Ashish
 
2016
 
 
 
 51,000
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
-
 
 
 
-
     
51,000
 
Badjtia(1)
 
2015
 
 
 
      -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
-
 
 
 
34,450
 
 
 
34,450
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
James
 
2016
 
 
 
 24,000
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
24,000
 
Kiles(2) 
 
2015
 
 
 
      -
 
 
 
-
 
 
 
-
 
 
 
 -
 
 
 
-
 
 
 
-
 
 
 
 -
 
 
 
-
 
 
                                                                     
                                                                       
Paul
 
 2016
 
 
 
      -
 
 
 
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
 
 
 -
 
Overby(3)
                                                                     
                                  
 
(1)
Chief Operating and Financial Officer, Secretary and Director
 
(2)
Chief Executive, President and Director 
 
(3)
Chief Strategy Officer
 
Employment Agreements
 
On October 1, 2016 the Company entered into independent consulting agreements with James Kiles and Ashish Badjtia.  Both agreements require payment of monthly consulting fees of $8,000 plus reimbursement of out of pocket expenses.  Both contracts terminate on September 30, 2019 and both include, at the option of the consultant, the right to convert unpaid compensation into five percent notes convertible, at any time, at the holders' option into common shares of the Company at $0.13333
 
Director Compensation
 
None
 
 

- 15 -





Equity Compensation Plans

The following table set forth information regarding the outstanding equity awards as of December 31, 2016 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
 
73,096
-
-
.1333
-
 
-
-
-
-
 
 
 
 
 
 
 
 
 
 
 
 
James
Kiles
 
-
-
-
-
-
 
-
-
-
-
                       
Paul
                     
Overby
 
-
-
-
-
-
 
-
-
-
-


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.
 
 
 

- 16 -



 
 
Title of
class
Name and address of
 beneficial owner
Amount of
beneficial ownership
Percent of
class
 
 
 
 
 
 
common
James Kiles
  875,000
5.90%
   
1524 Rhine Street, Pittsburgh, PA 15212
   
 
common
Ashish Badjatia
  575,308
3.89%
 
 
1524 Rhine Street, Pittsburgh, PA 15212
 
 
 
common
Paul Overby
   800,000
5.40%
 
 
 
 
 
 
 
 
 
 
 
common
All officers and directors as a group
2,250,308
15.19%
 
 
 
 
 
 
5% shareholders
 
 
 
 
 
 
 
 
 
 
 
 
 
common
Jeffrey Wateska IRA
1,600,000
10.80%
 
 
1524 Rhine Street, Pittsburgh, PA 15212
 
 
 
 
 
 
 
 
common
Robert Petchel
1,550,000
10.46%
 
 
1524 Rhine Street, Pittsburgh, PA 15212
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
All 5% shareholders
  2,150,000
  21.26%
                         
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.
 
 
- 17 -




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

We currently operate with three directors, James Kiles, Ashish Badjatia and Paul Overby. We have determined that our directors are not "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
 
2016
 
$
16,500
     
-
     
-
     
-
 
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.
 
 
- 18 -




 
 
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.

 
 
Ystrategies Corp
 
 
 
Date:  April 21, 2017
 
/s/ James Kiles
 
 
James Kiles
President, 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 21, 2017
 
/s/ Ashish Badjatia
 
 
Ashish Badjatia, Chief Financial Officer, Secretary
 
 
 
 
 
 
 
- 19 -