UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 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:  17,113,728 shares of common stock as of November 13, 2017.

 

 

YSTRATEGIES CORP.

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 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	19
Item 4		Controls and Procedures	19
PART II
Item 1		Legal Proceedings	20
Item 1A		Risk Factors	20
Item 2		Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3		Defaults Upon Senior Securities	21
Item 4		Mine Safety Disclosures	21
Item 5		Other Information	22
Item 6		Exhibits	22
		Signatures	23

  

 

YSTRATEGIES CORP.

BALANCE SHEETS

 

		September 30, 2017 (Unaudited)				December 31, 2016
ASSETS
Current assets
Cash			2,500				834
Prepaid expenses			54,502				2,934
Total Current Assets			57,002				3,768
Long term assets
Prepaid expenses, non-current			50,314				8,231
Total long-term assets			50,314				8,231
Total assets		$	107,316			$	11,999
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	85,005			$	69,211
Due to related parties			156,099				77,385
Total current liabilities		$	241,104			$	146,596
Long term liabilities
Convertible notes payable-related parties, net			3,500				23,420
Convertible note payable-net			4,144				—
Total long term liabilities			7,644				23,420
Total liabilities			248,748				170,016
Stockholders' deficit
Common stock, $0.001 par value; 75,000,000 shares authorized; 17,113,728 and 14,837,915 shares issued and outstanding as of September 30, 2017 and  December 31, 2016,  respectively			17,114				14,838
Additional paid-in capital			3,312,059				2,678,728
Stock payable			1,700				—
Accumulated deficit			(3,472,305	)			(2,851,583)
Total stockholders' deficit			(141,432	)			(158,017)
Total liabilities and stockholders' deficit		$	107,316			$	11,999

 

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

 

 

YSTRATEGIES CORP.

STATEMENT OF OPERATIONS

(UNAUDITED)

 

		For the three months ended						For the nine months ended
		September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Revenues		$	—		$	—		$	—		$	8,580
Costs of Revenue			—			—			—			—
Gross margin			—			—			—			8,580
Operating expenses
Cost of revenues			—			—			—			3,966
General and administrative			169,133			22,213			598,370			1,973,343
Total operating expenses			169,133			22,213			598,370			1,977,309
Loss from operations			(169,133)			(22,213)			(598,370)			(1,968,729)
Other expense
Interest expense			(13,934)			(845)			(49,352)			(1,770)
Gain on settlement of accrued liabilities			—			—			27,000			—
Total other income (expense)			(13,934)			(845)			(22,352)			(1,770)
Net loss		$	(183,067)		$	(23,058)		$	(620,722)		$	(1,970,499)
Net loss per common share: basic and diluted		$	(0.01)		$	(0.00)		$	(0.04)		$	(0.21)
Weighted average common shares outstanding - basic and diluted			16,668,214			13,589,654			16,080,415			9,174,138

 

  

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

 

 

YSTRATEGIES CORP.

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

		For the nine months ended
		September 30, 2017			September 30, 2016
Cash Flows from Operating Activities
Net loss		$	(620,722)		$	(1,970,499)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt discount			38,380			60
Expenses paid by related party on behalf of Company			52,314
Gain on settlement of accrued liabilites			(27,000)			—
Common stock and warrants issued for services			253,435			1,901,677
Depreciation			—			357
Changes in assets and liabilities
Prepaid expenses			48,885			(165)
Accounts receivable			—			7,090
Accounts payable and accrued liabilities			199,674			21,855
Net cash from operating activities			(55,034)			(39,625)
Cash Flows from Financing Activities
Proceeds from the sale of common stock			1,700			30,000
Proceeds from convertible notes payable			50,000			10,000
Proceeds from convertible notes payable; related party			5,000			—
Net cash from financing activities			56,700			40,000
Net increase in cash			1,666			375
Cash, beginning of period			834			1,766
Cash, end of period		$	2,500		$	2,141
Non-Cash investing and financing transactions
Beneficial conversion feature		$	58,450		$	945
Shares issued for prepaid expenses		$	77,550		$	12,000
Warrants issued for prepaid expenses		$	64,986		$	—
Conversion of accrued comp to convertible note		$	108,600		$	—
Common stock issued for conversion of convertible note		$	160,186		$	—
Common stock issued for conversion of accrued comp		$	21,000		$	—

 

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

  

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED) 

 

 

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 Ystrategies have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2016 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 year ended December 31, 2016 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.

 

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:

 

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

Classification			Estimated 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 nine months ended September 30, 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 nine months ended September 30, 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 September 30, 2017 or December 31, 2016.

 

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

 

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

 

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 2,462,535   dilutive shares outstanding as of September 30, 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 nine months and $0, as research and development costs, during the nine months ended September 30, 2017.

 

Recently Adopted Accounting Pronouncements

 

The Company has evaluated recent accounting pronouncements, through September 30, 2017, and believes that none are expected to have a material effect on the Company's financial statements.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities, developing its business plan and marketing. As a result, the Company incurred accumulated net losses through September 30, 2017 of $3,466,805. 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 – PREPAID EXPENSES

 

Prepaid Expenses

 

During the nine months ended September 30, 2017 the Company issued 580,000 shares and 500,000 warrants for prepaid expenses of $142,536   for consulting services and are being amortized over the life of the contracts. As of September 30, 2017 and December 31, 2016, there were prepaid expenses of $104,816 and $154,827, respectively.

 

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following as of September 30, 2017 and December 31, 2016.

 

	September 30, 2017			December 31, 2016
Computer and office equipment	$	8,614		$	8,614
Less accumulated depreciation		(8,614)			(8,614)
Equipment-net	$	—		$	—

 

Depreciation expense was $0 and $0 and $0 and $357 for three and nine months ended September 30, 2017 and 2016, respectively.

 

NOTE 6– CONVERTIBLE NOTES PAYABLE

 

The components of notes payable at September 30, 2017 and December 31, 2016 are summarized in the following tables.

 

	September 30, 2017			December 31, 2016
Note Payable - 5% interest, unsecured and due January 2013		25,000			—
Less: unamortized discount		(20,856)			—
Balance - September 30, 2017	$	4,144		$	—

 

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.

 

On July 7, 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 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 $25,000 for the relative fair value for the warrant valued at $17,187 and the beneficial conversion feature valued at $7,813 was recorded against the note and will be amortized over the life of the note to interest expense. As of September 30, 2017 interest expense of $4,144 was recorded as part of the amortization of the beneficial conversion feature of the notes.

  

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

 

NOTE 7 – 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, 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.  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. 

 

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  .  

 

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.

 

On April 24, 2017 the Company issued 932,523 common shares to one director for conversion of notes payable and advance through March 31, 2017 amounting to $123,372.    

 

On July 27, 2017 the Company issued 77,665 of its common restricted shares to note holders in settlement of notes payable and accrued interest amounting to $10,463  . 

 

The components of notes payable -related party at September 30, 2017 and December 31, 2016 are summarized in the following tables.

 

	September 30, 2017			December 31, 2016
Related party convertible notes payable - 5% interest;due January 1, 2019	$	3,500		$	24,796
Less: unamortized discount		—			(786)
Balance - September 30, 2017	$	3,500		$	23,420

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

 

NOTE 8 – 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 17,113,728 and 14,837,915 shares of post-split common stock issued and outstanding at September 30, 2017 and December 31, 2016.

 

On September 30, 2017, 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, 2018. As of the date of this filing the Company has not purchased any of it’s own stock.

 

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 September 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 September 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 September 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 $0.01 per 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 September 30, 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 6, 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 $0.1281 per share for a total cost of $1,922.

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.

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

 

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. As of September 30, 2017, the shares have not been issued and have been recorded as stock payable.

 

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 $77,000 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.

 

On April 24, 2017 the Company issued 150,000 common shares to one consultant as payment for their services.  The shares were recorded at a cost of $0.17 per share or a total of $25,485 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.

 

On April 24, 2017 the Company issued 932,523 common shares to one director for conversion of notes payable and advance through March 31, 2017 amounting to $123,372.    

 

On July 27, 2017 the Company issued 268,290 common shares to various note holders director for conversion of convertible notes payable – related parties and advances amounting to $35,880.

 

On July 5, 2017, the Company issued 25,000 common shares to a consultant for services rendered valued as of the date of the agreement at $5,500.

 

On July 17, 2017, the Company issued 100,000 common shares to a consultant for services rendered valued as of the date of the agreement at $22,000.

 

On September 20, 2017, the Company issued 100,000 common shares to a consultant for services rendered valued as of the date of the agreement at $12,100.

 

NOTE 9 – 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  .  The value of these warrants of $64,986 have been recorded as prepaid expenses (See Note 4).

 

On June 27, 2017, the Company granted stock warrants for 932,523 shares of common stock in association with a consulting agreement with a director. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.20/share, the exercise price is $0.50/share, the value of the issuance is $186,276  .

 

 

YSTRATEGIES CORP.

Notes to Unaudited Financial Statements

September 30, 2017

(UNAUDITED

 

On July 27, 2017, the Company granted stock warrants for 47,656 shares of common stock in association with a the conversion of a convertible note. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.18/share, the exercise price is $0.13333/share, the value of the issuance is $8,521.

 

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:

 

	September 30, 2017
Risk-free interest rate		1.06 - 2.32%
Expected options life		5.00
Expected dividend yield		—
Expected price volatility		313-330.11%

 

A summary of the status of the Company's stock options as of September 30, 2017 and changes during the nine months ended September 30, 2017 is presented below:

 

	Number of Warrants
Outstanding at December 31, 2016		1,739,763
Warrants granted during the nine months ended September 30, 2017		1,480,179
Warrants exercised		—
Warrants forfeited or expired		—
Outstanding at September 30, 2017		3,219,942
Exercisable at September 30, 2017		3,219,942

 

The following table summarizes information about options and warrants as of September 30, 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			2.17		$	0.06			1,666,667		$	0.06
$	0.50			1,005,619			4.50		$	0.50			1,005,619		$	0.50
$	0.1333			547,656			4.64		$	0.1333			547,656		$	0.1333

 

 

 

 

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 September 30, 2017.

 

Name	Age	Position
James J. Kiles	64	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.

 

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.

 

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.

 

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.

 

On May 17, 2017 the Company entered into a consulting agreement with Joshua Pagonis to provide research analyst services as required thru September 30, 2017. The agreement required compensation of 30,000 shares to be issued within 10 days after September 30, 2017.

 

Advisory Board

 

On September 27, 2016, the Company formally created, and approved, a Science and Technology Advisory Board ("Advisory Board"). All of the Advisory Board members serve for a period of one year at a cost of 15,000 common shares annually for each individual to serve in this role.

 

The purpose of the Advisory Board is advisory only. The Advisory Board has no management or corporate governance responsibilities.

 

On September 27, 2016, six members of this Advisory Board were approved to receive 15,000 shares of common stock each for serving in this role. This included Dan Aronson, Kevin T. McLoughlin, Vi Rapp, Peter Therkelsen, Mike Tucker and Scott Wallace.

 

On December 31, 2016, Yurij Wowczuk was approved to receive 15,000 shares of common stock for serving on this Advisory Board.

 

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. This included Mark E. Avsec, Ben Bartlett, Lillian Chou, Del Christensen, Richard Samuelson, Mary Vincent, Jeff Weng, and Daniel Young.

 

Stock Buyback

 

On September 30, 2017, 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, 2017.

 

Subsidiaries

 

We do not currently have any subsidiaries.

 

Results of Operations for Three and Nine Months Ended September 30, 2017 and 2016

 

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 and nine months ended September 30, 2017, we earned commissions of $0 from internet sales compared to $0 and $8,580 during the same three and nine months in 2016, respectively. We    had no consulting revenue during either three or nine month period. During the nine months ended September 30, 2017 and 2016, we recorded cost of revenue of $0 and $3,966, respectively. 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 nine months ended September 30, 2017 and 2016.

 

Our total operating expenses of $163,633 and $592,870 incurred during the three and nine months ended September 30, 2017 consisted of administrative and general costs of $163,633 and $592,870, respectively. General and administrative expenses during the three and nine month period consisted primarily of management and consulting fees of $135,166 and $282,502, respectively.

 

Total operating expenses during the three and nine month period ended September 30, 2016 were $22,213 and $1,973,343, respectively, which consisted of General and administrative expense of $22,213 and $1,973,343, respectively.

 

Interest cost, due to additional notes and loans, for the three and nine months ended September 30, 2017 was $13, 934 and $49,352 compared to $845 and $1,770 for the three and nine months ended September 30, 2016  . During the nine months ended September 30, 2017 and 2016, the Company recorded a gain on settlement of accrued liabilities of $27,000 and $0, respectively.

 

Liquidity and Capital Resources

 

Net cash used, by operating activities, during the nine months ended September 30, 2017 was $53,334 compared to $39,625 for the nine months ended September 30, 2016. Net cash used in operating activities was adjusted for common stock and warrants issued for service during the nine months ended September 30, 2017 and 2016 of $253,435 and $1,901,677, respectively. he 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 nine months ended September 30, 2017 or 2016.

 

Financing Activities

 

During the nine months ended September 30, 2017 the Company generated $5,000 from the issuance of a convertible note to the Company Board Chairman and $50,000 from unrelated investors. The Company sold common stock for $30,000 cash and received $10,000 from convertible notes payable during the nine months ended September 30, 2016

 

 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 September 30, 2017 of $3,466,805. In addition, the Company's development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders.

 

These 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, which 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

 

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.

 

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 September 30, 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 September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

 

n 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 September3, 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 September3, 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 September 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 September30, 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 6, 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 $0.12851 per share for a total cost of $1,922.

 

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 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. As of September30, 2017, the shares have not been issued and have been recorded as stock payable.

 

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 $77,000 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.

 

On April 24, 2017 the Company issued 150,000 common shares to one consultant as payment for their services.  The shares were recorded at a cost of $0.17 per share or a total of $25,485 and charged to prepaid expense, to be amortized over 42 months, which is the remaining term of the consulting agreements.

 

On April 24, 2017 the Company issued 932,523 common shares to one director for conversion of notes payable and advance through March 31, 2017 amounting to $123,372. 

 

On July 27, 2017 the Company issued 268,290 common shares to various note holders director for conversion of convertible notes payable – related parties and advances amounting to $35,880. 

 

On July 5, 2017, the Company issued 25,000 common shares to a consultant for services rendered valued as of the date of the agreement at $5,500.

 

On July 17, 2017, the Company issued 100,000 common shares to a consultant for services rendered valued as of the date of the agreement at $22,000.

 

On September 20, 2017, the Company issued 100,000 common shares to a consultant for services rendered valued as of the date of the agreement at $12,100

 

The Company relies on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 for all of the above issuances of common stock.

 

Item 3     Defaults upon Senior Securities

 

None. 

 

Item 4     Mine Safety Disclosures

 

N/A.

 

Item 5     Other Information

 

In July 2017, Jim Kiles made open market purchases of common stock on six occasions totaling 5000 shares. The following lists those purchases:

 

July 7, 2017: Purchased 500 shares at $0.1765 per share

July 11, 2017: Purchased 3000 shares at $0.20 per share

July 12, 2017: Purchased 500 shares at $0.1644 per share

July 13, 2017: Purchased 100 shares at $0.20 per share

July 14, 2017: Purchased 500 shares at $0.22 per share

July 19, 2017: Purchased 400 shares at $0.1793 per share

 

There were no other open market purchases or sales of common stock by directors or officers of the Company in the quarter ended September 30, 2017.

 

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.

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:  November 14, 2017	/s/ Jim Kiles
	Jim Kiles President and Chief Executive Officer