YSTRATEGIES CORP. - FORM 10-Q

Attached files

file	filename
EX-32.2 - YSTRATEGIES CORP.	ex32_2.htm
EX-32.1 - YSTRATEGIES CORP.	ex32_1.htm
EX-31.2 - YSTRATEGIES CORP.	ex31_2.htm
EX-31 - YSTRATEGIES CORP.	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2017

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

Ystrategies Corp.

(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)

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.

☒ 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).

☒ Yes ☐ No (Not required)

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

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐

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

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 16,630,438 shares of common stock as of May 22, 2017.

YSTRATEGIES CORP.

FOR THE THREE MONTHS ENDED

MARCH 31, 2017

INDEX TO FORM 10-Q

PART I		Page

Item 1	Unaudited Condensed Financial Statements	3
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4	Controls and Procedures	18

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

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PART I

Item 1 Financial Statements

YSTRATEGIES CORP.
Balance Sheets
	March 31			December 31
	2017			2016
	(unaudited)
ASSETS

Current assets
Cash	$	17,987		$	834
Prepaid expenses		86,763			2,934
Total current assets		104,750			3,768

Long term assets
Prepaid expense, net of current		62,911			8,231
Total long term assets		62,911			8,231

Total assets	$	167,661		$	11,999

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and acccrued liabilities	$	169,881		$	146,596
Total current liabilities		169,881			146,596

Long term liabilities
Convertible notes payable-related parties, net		56,784			23,420
Convertible note payable-net		25,000			-
Total long term liabilities		81,784			23,420
Total liabilities		251,665			170,016

Stockholders' deficit
Common stock, $0.001 par value; 75,000,000 shares
authorized; 15,547,915 and 14,837,915 issued and outstanding at
March 31, 2017 and December 31, 2016, respectively		15,548			14,838
Additional paid-in capital		2,856,536			2,678,728
Accumulated deficit		(2,956,088	)		(2,851,583	)
Total stockholders' deficit		(84,004	)		(158,017	)

Total liabilities and stockholders' deficit	$	167,661		$	11,999

See accompanying notes to unaudited financial statements

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YSTRATEGIES CORP.

Statements of Operations

(unaudited)

	For the Three Months Ended
	March 31,
	2017			2016
Revenue
Commissions		-			7,217
Total revenue		-			7,217

Operating expenses
Costs of revenues	$	-		$	3,322
Depreciation		-			357
General and administrative		101,610			31,202
Total operating expenses		101,610			34,881

Net operating loss		(101,610	)		(27,663	)

Other expense
Interest expense		(2,895	)		(269	)
Total other expense		(2,895	)		(269	)

Net loss	$	(104,505	)	$	(27,932	)

Net loss per common share - basic and diluted		(0.01	)		(0.01	)

Weighted average common shares outstanding -
basic and diluted		14,916,193			5,377,146

See accompanying notes to unaudited financial statements

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INDIA ECOMMERCE CORPORATION

Statements of Cash Fows

(Unaudited)

	For the Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(104,505	)	$	(27,932	)
Adjustments to reconcile net loss to net
cash provided by (used in) by operating activities:
Amortization of debt discount		1,974			-
Common stock issued for services		20,987			505
Depreciation		-			357
Expenses paid on behalf of the Company by a related party		25,027			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		39,643			8,317
Accounts receivable		-			7,090
Prepaid expenses		4,027			-
Net cash used by operating activities		(12,847	)		(11,663	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:
Proceeds from convertible notes payable, related party		5,000			-
Proceeds from convertible note payable		25,000			-
Common stock issued for cash		-			30,000
Net cash provided by financing activities		30,000			30,000

Net change in cash		17,153			18,337
Cash, beginning of period		834			1,766

Cash, end of period	$	17,987		$	20,103
Non-cash Investing and Financing Activities:
Beneficial conversion feature	$	14,995		$	-
Common stock issued for prepaid expenses	$	77,550		$	-
Warrants issued for prepaid expenses	$	64,986		$	-
Conversion of accrued compensation to convertible note	$	41,385		$	-

See accompanying notes to unaudited financial statements

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

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

The accompanying unaudited interim financial statements of Ystratergies have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2016 and 2015 contained in the Company's Form 10-K originally filed with the Securities and Exchange Commission on April 21, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for years ended December 31, 2016 and 2015 as reported in the Company's Form 10-K have been omitted.

Use of Estimates

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

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

Cash and Cash Equivalents

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

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Prepaid Expenses

Prepaid expenses include the cost of common shares and warrants issued, in advance, for consulting services plus a security deposit for office space located in San Francisco, CA. 1,200,000 shares were issued, to two consultants, were recorded at a cost of $0.01 per share or a total cost of $12,000, and are being amortized over forty eight months, the life of the contracts. 550,000 shares were issued, to the same two consultants, were recorded at a cost of $0.141 per share or a total cost of $77,550 and will be amortized over forty two months, the remaining life of the contracts. 500,000 warrants were issued to a consultant at a cost of $0.13 per share or a total cost of $64,986 and will be amortized over twelve months, the term of the contract.

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 the three months ended March 31, 2017 the Company did not earn any fees for consulting services or from commissions.

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 three months ended March 31, 2017.

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 March 31, 2017 or December 31, 2016.

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements

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

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

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

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

Stock-Based Compensation

The Company records stock-based compensation at fair value as of the date of grant and recognizes the corresponding expense over the requisite service period. 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 2,235,059 dilutive shares outstanding as of March 31, 2017.

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 previous to the current three months and $0, as research and development costs, during the three months ended March 31, 2017.

Recently Adopted Accounting Pronouncements

The Company has evaluated recent accounting pronouncements, through March 31, 2017, and believes that none are expected to have a material effect on the Company's financial statements.

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

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, developing its business plan and marketing. As a result, the Company incurred accumulated net losses through March 31, 2017 of $2,956,088. 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 March 31, 2017 and December 31, 2016.

	March 31			December 31
	2017			2016
Computers and office equipment	$	8,614		$	8,614
less: accumulated depreciation		(8,614	)		(8,614	)
Equipment - net	$	-		$	-

Depreciation expense was $0 for the three months ended March 31, 2017 and $357 for the year ended December 31, 2016.

NOTE 5– NOTES PAYABLE

The components of notes payable at March 31, 2017 and December 31, 2016 are summarized in the following tables.

	March 31		December 31
	2017		2016
Note payable – 5% interest, unsecured and due January 1, 2019		25,000		-
Balance - March 31, 2017	$	25,000	$	-

On December 31, 2016 the holder of the 24% related party note payable converted the note and accrued interest into warrants.

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

NOTE 5– NOTES PAYABLE (CONTINUED)

On March 14, 2017 the Company issued a convertible promissory note in the amount of $25,000 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 $0.1333 per share after 180 days, at the holder's option. Due to the fact that the trading price of the Company's stock was less than the stated conversion rate of the note, there was no beneficial conversion feature.

	March 31,			December 31,
	2017			2016
Related party convertible notes payable -5% interest; due January 1, 2019	$	70,591		$	24,206
less: unamortized discount		(13,807	)		(786	)
Balance - March 31, 2017	$	56,784		$	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. During the three months ended March 31, 2017 interest expense of $99 was recorded as part of the amortization of the beneficial conversion feature of the notes.

On January 1, 2017 a director was issued a convertible promissory note, convertible at $0.13333 per share after 180 days at the holder's option, bearing interest of 5% per annum, principal and interest due, in full if not paid sooner, on January 1, 2019, in the amount of $41,385, of which $17,385 was to pay overhead items and $24,000 was to pay accrued salary owing under a consulting agreement. 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 $14,995 for the beneficial conversion was recorded against this note and will be amortized against interest expense through the life of the note. During the three months ended March 31, 2017 interest expense of $1,874 was recorded as part of the amortization of the beneficial conversion feature of the notes.

On January 20, 2017 the Company issued, to a director, a $5,000 convertible promissory note to secure a cash advance, principal and interest 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. 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.

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.

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

NOTE 6 – RELATED PARTY TRANSACTIONS (CONTINUED)

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, quarterly, into restricted common shares, at a 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 that 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.

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.

	March 31,			December 31,
	2017			2016
Related party convertible notes payable -5% interest; due January 1, 2019	$	70,591		$	24,206
less: unamortized discount		(13,807	)		(786	)
Balance - March 31, 2017	$	56,784		$	23,420

NOTE 7 – STOCKHOLDERS' DEFICIT

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 15,547,915 and 14,837,915 shares of post-split common stock issued and outstanding at March 31, 2017 and December 31, 2016.

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.

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

NOTE 7 – STOCKHOLDERS' DEFICIT (CONTINUED)

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.

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 $0.10 per share for a total cost of $10,500.

On January 19, 2017 and March 27, 2017 the Company issued 30,000 and 10,000 restricted common shares pursuant to a consulting agreement, recorded at a cost of $0.1281 and $0.17 per share for a total cost of $5,543.

On February 17, 2017 the Company 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 $0.1285 per share for a total cost of $13,493.

On February 28, 2017 the Company issued 15,000 common shares to one consultant 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 $0.13 per share for a total cost of $1,950

On March 31, 2017 the Company issued 550,000 common shares to two consultants as payment for their services. The shares were recorded at a cost of $0.141 per share or a total of $77,550 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.

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YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

For the three months ended March 31, 2017

NOTE 8 – STOCK PURCHASE WARRANTS

On March 14, 2017, 500,000 warrants were issued, to a consultant, in consideration of consulting services to be provided during the ensuing year. 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:

	March 31, 2017	December 31, 2016

Risk-free interest rate	1.06%	1.93%
Expected options life	5.00	5.00
Expected dividend yield	-	-
Expected price volatility	330.11%	348.69%

A summary of the status of the Company's stock options as of March 31, 2017 and changes during the three months ended March 31, 2017 and for the year ended December 31, 2016 is presented below:

	Number of
	Warrants

Outstanding at December 31, 2016	1,739,763

Warrants granted during the three months ended March 31, 2017	500,000
Warrants exercised	-
Warrants forfeited or expired	-
Outstanding at March 31, 2017	2,239,763
Exercisable at March 31, 2017	2,739,763

The following table summarizes information about options and warrants as of March 31, 2017:

		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		2.67	$	0.06		1,666,667	$	0.06
$	0.50		73,096		4.96	$	0.50		73,096	$	0.50
$	0.1333		500,000		4.96	$	0.1333		500,000	$	0.1333
			2,239,763		3.26	$	0.09		2,239,763	$	0.09

NOTE 9 – SUBSEQUENT EVENTS

On April 23, 2017 the Company issued 150,000 common shares to a consultant as compensation for services provided.

On April 24, 2017 the Company liquidated, substantially all of its debt of $124,305, owing to James Kiles by issuing, to him, 932,523 common shares.

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

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

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

History and Overview

Ystrategies Corp., located in Pittsburgh PA, was incorporated, on January 19, 2011, under the laws of the state of Nevada as India Ecommerce Corporation. 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 strong intellectual property positions.

Plan of Operations

Ystrategies is in the business of managing interests in technology platforms and growth businesses with strong intellectual property positions. The Company acquires these interests through partnership and investment. Ystrategies' business is based on recurring revenues from technology platforms and sales of new energy efficiency and renewable energy products to businesses and consumers.

Ystrategies accelerates commercialization for early stage businesses with significant development and strategy support, guidance and management. Our focus is long term ownership positions in intellectual property driven businesses with strong technical leadership and proven, scalable value for clearly identified customer segments. Our ideal investments drive aggressively to revenue through high quality strategic partner driven sales with recurring revenue developed by a compelling intellectual property value proposition.

Intellectual Property

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

Directors and Officers

Below are the names and certain information regarding our executive officers and directors during the quarter ended March 31, 2017.

Name	Age	Position
James J. Kiles	63	Chief Executive Officer, President and Chairman
Ashish Badjatia	47	Chief Operating and Financial Officer, Secretary and Director
Paul I. Overby	60	Chief Strategy Officer and Director

There are no other directors or officers.

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

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Jim Kiles is the Company's President, Chief Executive and Financial Officer, Secretary and Director. He is responsible for driving investment, development and strategic support for technology platforms. In this role, Jim helps start-ups validate markets, identify customers and build value in business. 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 8 US National Labs in their efforts to commercialize intellectual property targeting energy efficiency and renewable energy. Jim is the former Managing Director for Enabling Technology Investments at Intel Capital (1995-2001- Akamai (IPO), Williams Communications (IPO), Digital Island (IPO), Sightpath (Acquired-Cisco), Loudeye (IPO), Juno (IPO), iBeam (IPO-Acquired Williams), Convera (IPO); Investor and advisor to Angel Investors LLC (1998-2004- Ask Jeeves, Loudeye, Google); Investor & Executive (Eyetide Media- CEO 2003-2008, Living Networks- CEO 2008-2011, Visage Mobile VP Corp Dev 2011-2013, Cloudmark VP Strategy 2013, SAFE Managing Director 2011-2016, GroundControl Solutions 2015-2016). He holds a BA and JD from Syracuse University.

Ashish Badjatia is the Company's Chief Operating and Financial Officer, Secretary and Director. In this role, he is responsible for the day-to-day management of our Company, administrative functions, corporate filings and strategic evolution of its business. Ashish was the founder & CEO of the India Ecommerce Company (IEEC- merged with YSTR in 2016) which developed internet software businesses focused on integrated commerce opportunities between India and Indian communities in the US. He brings a stellar record of developing and managing small public companies and 20 years of experience in various related activities, including social networking, international trade, global investment banking, outsourcing, proposal management, and entrepreneurship. Included in those activities is a stint as investment banking executive with Morgan Stanley in India. Ashish 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.

Paul Overby is the Company's Chief Strategy Officer and Director. In this role, he provides strategic guidance to the Company. In addition, Paul 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, he is a start-up founder and early-stage investor. Paul holds a BA from Yale University and a MBA from Harvard University.

Jim Kiles, Paul Overby and Ashish Badjatia comprise the Board of Directors. Mr. Badjatia continues his role as Chief Operating Officer.

Employees and Consultants

On March 29, 2016 the Company signed a consulting agreement with Neil Cohen, whereby Mr. Cohen, as Vice President of Marketing, will provide senior marketing and communications consulting services. Mr. Cohen's compensation consists of 50,000 shares delivered subsequent to FINRA approval of the reverse stock split, received on June 3, 2016, plus an additional 25,000 common restricted shares, to be delivered at the end of each fiscal quarter commencing June 30, 2016. That contract was canceled on August 15, 2016 and replaced with a new one, dated September 27, 2016 requiring the issuance of an additional 500,000 common restricted shares within 50 calendar days and 250,000 common restricted shares on or before March 31, 2017.

On June 10, 2016, the Company appointed Robert Petchel the Senior Vice President of Project Development.

On September 27, 2016, the Company signed a consulting agreement with Shirley Gee in the role of Venture Partner. In this role, Ms. Gee shall provide a broad range of services with the intent to organize the internal structure and operations of the Company to facilitate larger levels of fundraising. Ms. Gee's compensation in this role consists of 700,000 shares upon signing and an additional 300,000 shares at the end of 2017 Q1 contingent upon continuation of her role. In addition, consultant is to receive monthly compensation of $8,000 per month, commencing at a, to be determined future date, deferred, and paid in full, when the Company secures funding of at least $750,000, at which time the compensation shall increase to $12,000 per month, non-deferred. In any quarter, after the deferred compensation has commenced, the consultant may elect to convert that quarter's unpaid compensation into 25,000 common restricted shares. On April 23, 2017 Ms. Gee elected to convert the unpaid consulting fees and the Company issued, to her, 150,000 common shares.

On January 19, 2017 the Company entered into a consulting agreement with Zachary Lebovitz to provide technology services as required thru March 25, 2017. The agreement required compensation of 30,000 shares to be issued at the rate of 10,000 shares per month, was automatically renewable unless otherwise canceled, for additional 10,000 common shares per month. The 30,000 shares were recorded at a cost of $0.1281 per share for a total cost of $3,843 and the 10,000 renewal shares were recorded at a cost of $0.17 per share for a total cost of $1,700

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On March 14, 2017 the Company entered into a one year consulting agreement, with Jon Sigerman, having an effective date of March 9, 2017 to compensate Mr. Sigerman for services to be provided. Compensation is the issuance of a warrant, exercisable thirty days from the effective date, to purchase up to 500,000 common shares of the Company at a cost of $0.13333 per share.

Advisory Board

On September 27, 2016, the Company formally created, and approved, a Science and Technology Advisory Board ("Advisory Board"). Each of the initial seven members of this Board will receive 15,000 shares of common stock for serving in this role. On February 17, 2017 the Company added an additional eight members to the Advisory Board, also at a cost of 15,000 common shares for each individual.

Stock Buyback

On September 30, 2016, the Company's Board unanimously authorized the Company to buy back its own stock in the open market within compliance of Rule 10b-18 of the US Securities and Exchange Commission, and authorizes these repurchases for a period of one year commencing on October 1, 2016.

Subsidiaries

We do not currently have any subsidiaries.

Results of Operations

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.

We have generated minimal revenue from our core business model. During the three months ended March 31, 2017, we earned commissions of $0 from internet sales compared to $7,217 during the same three months in 2016. We had no consulting revenue during either three month period. Consulting contracts cover a variety of circumstances and needs and only become available from potential clients on an "as needed" basis. No such contracts were entered into during the three months ended March 31, 2017 and 2016.

Our total operating expenses of $101,610 incurred during the three months ended March 31, 2017 consisted of administrative and general costs of $101,610 included accrued management fees of $73,000, compared to a total of $34,881 for the same three months in 2016. Interest cost, due to additional notes and loans, for the three months ended March 31, 2017 was $2,895 compared to $269 for the three months ended March 31, 2016.

Liquidity and Capital Resources

Net cash used, by operating activities, during the three months ended March 31, 2017 was $12,847 compared to $11,663 for the three months ended March 31, 2016. The Company has stabilized its overhead while management has provided the labor to create and develop the current projects.

Investing Activities

We did not use any cash resources for investing activities during the three months ended March 31, 2017 or March 31, 2016.

Financing Activities

During the three months ended March 31, 2017 the Company generated $5,000 from the issuance of a convertible note to the Company Board Chairman and $25,000 from an unrelated investor. The Company sold common stock for $30,000 cash during the three months ended March 31, 2016.

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Going Concern

During the three months ended March 31, 2017, we incurred a net loss of $104,505 which included a non-cash accrual, of $73,000 for management and consulting compensation expense compared to $34,881 for the three months ended March 31, 2016, which included $3,000 for management and consulting. We have an accumulated deficit of $2,956,088 since inception. We are in the early stage of operations and have generated minimal revenue. Our new management, in furtherance of the business plan has entered into several contracts which are intended to provide future revenue. However, because 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 our ability to obtain additional financing or sale of its common stock and ultimately to attain profitability.

Management has adopted a new business plan and plans, 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.

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

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

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

Cash and Cash Equivalents

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Revenue Recognition

The Company recognizes revenue for its professional services when persuasive evidence of an arrangement exists, performance of services has occurred, the sales price is fixed or determinable and collectability is probable. During the three months ended March 31, 2017, the Company earned $0 for product sales generated through the Amazon web site.

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.

Off-Balance Sheet Arrangements

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

Item 3 Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4 Controls and Procedures

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, management concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses identified in our internal control over financial reporting, as described in our annual report on Form 10-K for the year ended December 31, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2017 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

On February 29, 2016 the Company resolved to sell, for cash, 1,200,000 post reverse common shares to two individuals, based on the fair market value of the stock on that day, of $0.025 per share, for a total of $30,000.

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, based on the fair market value of the stock on that day, of $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, based on the fair market value of the stock on that day, of $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 day, of $0.1051 per share or a total cost of $2,628.

On January 19, 2017 the Company issued 30,000 common shares, pro-rated over three months to a consultant for services to be provided. Based on the fair market value of the stock on that day of $0.1281 per share, the stock was recorded at a total cost of $3,843.

On February 17, 2017, the Company issued 105,000 common shares to seven consultants for the use of their persona in marketing and other materials and for their individual expertise. Based on the fair market value of the stock on that day the shares were recorded at a cost of $0.01285 per share or a total cost of $13,492.

On February 28, 2017 the Company issued 15,000 common shares to an individual for the use of his persona in marketing and other materials and for his expertise. Based on the fair market value of the stock on that day the shares were recorded at a cost of $0.13 per share or a total cost of $1,950.

On March 26, 2017, the Company issued 10,000 common shares to a consultant for services rendered. Based on the fair market value of the stock on that day the shares were recorded at a cost of $0.17 per share or a total cost of $1,700.

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 President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Operating Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Operating Officer and Chief 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.

	Ystrategies Corp.

Date: May 31, 2017	/s/ Jim Kiles
	Jim Kiles President and Chief Executive Officer

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YSTRATEGIES CORP. - FORM 10-Q - May 31, 2017

Attached files

YSTRATEGIES CORP. Reports