UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Amendment No. 1
 to


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, 2012





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





For the transition period from _______ to _______





Commission File No.333-171572





India Ecommerce Corporation


(Exact name of registrant as specified in its charter)





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





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





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




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


ý Yes       o No





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


ý Yes       o  No (Not required)





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





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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ýYes   oNo





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  25,287,500 shares of common stock as of June 8, 2012











1




EXPLANATORY NOTE
 The purpose of this  Amendment No. 1 to the Company's  Quarterly Report on Form 10-Q is solely to amend the cover page and to furnish updated Exhibits 31.1 and 32.1 to Part II.  No other changes have been made to the Form 10-Q.
 PART II
 
 Item 1
Legal Proceedings
 
 None.
  Item 1A
Risk Factors
 
 Not required for a smaller reporting company.
 Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
 In March 2011, the Company issued 4,000,000 shares of its $0.001 par value common stock to various consultants for services at $0.001 per share.  The value of those shares totaled $4,000.
 
 In March 2011, the Company issued 13,250,000 shares of its $0.001 par value common stock to stockholders for reimbursement of expenditures paid prior to incorporation at $0.001539 per share.  The value of those shares totaled $20,386.
 
 Between March and December of 2011, the Company issued 1,530,000 shares of its $0.001 par value common stock to various accredited investors pursuant to a private placement at $0.02 per share. The gross proceeds from the issuance were $30,600.
 
 From January to February of 2012, the Company issued 400,000 shares of its $0.001 par value common stock to various accredited investors pursuant to a private placement at $0.02 per share. The gross proceeds from the issuance were $8,000.
 
 In March 2012, the Company issued 37,500 shares of its $0.001 par value common stock to various accredited investors pursuant to a private placement at $0.10 per share. The gross proceeds from the issuance were $3,751.
 
 The Company is using the proceeds from the sale of its common stock to cover the expenses of the initial public offering and for general working capital purposes.
 
 Item 3
Defaults upon Senior Securities
 None.
 
 Item 4
Mine Safety Disclosures
 N/A.
 
 Item 5
Other Information
 
 None.
  2
  Item 6
Exhibits
 
 Number
Exhibit31.1
Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INS*
XBRL Instance Document101.SCH*
XBRL Taxonomy Extension Schema Document101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document101.LAB*
XBRL Taxonomy Extension Label Linkbase Document101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document101.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.
 
 
 India Ecommerce CorporationDate: July 18, 2012
/s/ Ashish BadjatiaAshish Badjatia

President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Accounting and Financial Officer)