UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 2017

Commission File number 333-172825

I-WELLNESS MARKETING GROUP INC.

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) 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  X . No      .

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes      . No      . N/A  X .

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 23, 2017: 66,937,187

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I-WELLNESS MARKETING GROUP INC.

Condensed Consolidated Financial Statements

Nine Months Ended March 31, 2017

Condensed Consolidated Balance Sheets

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Condensed Consolidated Statements of Operations

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Condensed Consolidated Statements of Cash Flows

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Notes to the Condensed Consolidated Financial Statements

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I-WELLNESS MARKETING GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Nature of operations and continuance of business (Note 1)

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

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I-WELLNESS MARKETING GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

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I-WELLNESS MARKETING GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

I-Wellness Marketing Group Inc. (the “Company”), was incorporated under the laws of the State of Nevada on June 16, 2010 as Monarchy Ventures Inc., with authorized capital stock of 300,000,000 shares at $0.001 par value. The Company owns a 100% interest in The Spud Shack Fry Company Ltd., a counter-service restaurant located in New Westminster, B.C, and also owns the worldwide marketing rights to a health and fitness app called 60K, currently under development for iPhone, Android, tablets and desktop computers.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of increasing revenue, or through a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Form 10-K of the Company for the year ended June 30, 2016. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for year ended June 30, 2016 included in the Company’s report on Form 10-K.

2. RELATED PARTIES

As of March 31, 2017, the Company had amounts due to the President, Vice President, and a company controlled by the Vice President, of $466,183 (June 30, 2016 - $474,981). These amounts are unsecured, non-interest bearing, and due on demand.

During the nine months ended March 31, 2017, $35,026 (2016 - $21,306) was incurred as remuneration to officers and directors of the Company.

3. PROPERTY AND EQUIPMENT

4. COMMITMENT

The Company is committed until August 29, 2022 for payments totaling C$273,965 for premises under lease. The remaining minimum lease payments over the next five years are as follows:

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5. CONVERTIBLE NOTES PAYABLE

The Company has outstanding various promissory notes as at March 31, 2017:

The Company has outstanding various promissory notes as at June 30, 2016:

The Company assessed the conversion options of the promissory notes granted during the nine months ended March 31, 2017 and determined they had beneficial conversion features with intrinsic values in excess of the principal balance. Therefore, the Company recorded debt discounts of $72,072 for the nine months ended March 31, 2017 (2016 – $21,861). In addition, as these promissory notes are payable on demand, the debt discounts were fully amortized to interest expense as of March 31, 2017.

The amount of interest payable on these notes was $68,158 as of March 31, 2017 (June 30, 2016 - $51,178) and is included in accounts payable.

During the nine months ended March 31, 2017, $nil (2016 - $10,000) of debt was converted into common shares (2016 – 10,000,000).

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the consolidated financial statements of I-Wellness Marketing Group Inc. (“I-Wellness” or the “Company”) and the notes which form an integral part of the consolidated financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

We have a limited operating history and have not yet generated or realized any profits from our activities. Activities at our mining operations have been suspended pending further financing. Our restaurant operation is cash flow positive but the net income is insufficient to cover all the costs related to maintaining a publically traded company. Our software app is still in its early stages of development so has not yet generated any revenues.

As of March 31, 2017, we had a working capital deficit of $1,116,999, an increase over the working capital deficit of $1,050,249 at June 30, 2016. This increase resulted primarily from fluctuations in the USD/CAD exchange rate and a net overall increase in payables relating to operating expenses.

For the 3 months ending March 31, 2017 we had a net loss from operations of $45,029 compared to a net loss of $24,496 from operations for the 3 months ending March 31, 2016. This increased loss resulted primarily from interest expense and other operating expenses as sales and cost of goods sold remained relatively consistent. Our comprehensive net loss for the 9 months ending March 31, 2017 was $157,791 primarily as a result of interest expense, management and professional fees and rent.

Foreign Currency and Exchange Rates

Our Company has assets in Mexico, Canada, and the Ukraine and, when applicable, will pay expenses in the local currency. Any currency fluctuation in an adverse way will increase our costs and affect our ability to generate profits from our activities.

Requirements for Cash over the next twelve months

Despite the commitment of our director to advance us funds over the next twelve months, our future financial success will be dependent on our ability to obtain third party debt or equity financing and ultimately on the ability of assets to generate profits. As of the date of this Quarterly Report on Form 10-Q, we have not generated sufficient revenues to cover expenses. We may not be able to secure other sources of financing or any available sources may not be on favorable terms.

Critical Accounting Policies and Estimates

In presenting our financial statements in conformity with U.S. generally accepting accounting principles, or GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the consolidated financial statements contained in this quarterly report on Form 10-Q.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

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Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

Our principal executive officer, who is also our principal financial officer, has evaluated the Company’s disclosure controls and procedures as of March 31, 2017. Based on this evaluation, we have concluded that because of the material weakness in our internal control over financial reporting discussed below, the disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the material weakness discussed below, our management has concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Management’s quarterly report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). The Company’s internal control over financial reporting is a process affected by the Company’s management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

In designing and evaluating our internal controls and procedures, our management recognized that internal controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the internal controls and procedures are met.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of March 31, 2017. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission’s 2013 Internal Control—Integrated Framework. Based on its assessment, management identified deficiencies in both the design and operating effectiveness of the Company’s internal control over financial reporting, which when aggregated, represent a material weakness in internal control. The most significant of these are: (1) lack of segregation of duties; (2) lack of accounting expertise; and (3) lack of timely closing of books; (4) inability to get accounting information and schedules to our auditors in a timely manner.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified above result from insufficient qualified personnel in our finance department. This results in an inability to provide effective oversight and review of financial transactions with regard to accumulating and compiling financial data in the preparation of financial statements.

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The lack of sufficient personnel also results in a lack of segregation of duties and the accounting technical expertise necessary for an effective system of internal control. As soon as our finances allow, we plan on hiring additional finance staff and, where necessary, utilizing competent outside consultants to provide a layer of review and technical expertise that is currently lacking in our internal controls over financial reporting.

As a result of these material weaknesses, management concluded that the Company did not maintain effective control over financial reporting as of March 31, 2017.

PART 2 – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 7, 2015, we received a letter from an attorney demanding repayment of $171,803 of principal and accrued interest on funds allegedly advanced to the company by his client. Although this historical debt was recorded on our consolidated financial statements and confirmed by our auditors, there are some discrepancies in the documents provided by the attorney in support of the demand for repayment. We have requested further evidence of the advances so that we can make a determination as to the validity of the debt and what terms and conditions may apply. As of the date of this report, we have not received a response. Nevertheless, we have made direct contact with the interested party in an attempt to negotiate a settlement.

ITEM 1A. RISK FACTORS

Not required for a smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In December 2015, the Company issued 10,000,000 shares in satisfaction of $10,000 in debt.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

The Securities and Exchange Commission (SEC) approved amendments to its rules on December 21, 2011 to implement the mine safety disclosure requirements contained in Section 1503 of the Dodd-Frank Act. Section 1503 requires SEC registrants that are operators of coal or other mines to include in their periodic and current reports disclosures regarding certain safety violations, orders and regulatory actions. Based on Item 104 of Regulation S-K the Company is able to report the following for the time period covered by the report:

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no violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Federal Mine Safety and Health Act of 1977 (Mine Safety Act) for which the operator received a citation from the Mine Safety and Health Administration (MSHA);

·

no orders issued under Section 104(b) of the Mine Safety Act;

·

no citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Safety Act;

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no flagrant violations under Section 110(b) (2) of the Mine Safety Act;

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no imminent danger orders issued under Section 107(a) of the Mine Safety Act; and

·

no proposed assessments (regardless of whether the assessment is being challenged or appealed) from the MSHA under the Mine Safety Act.

ITEM 5. OTHER INFORMATION

Not Applicable

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ITEM 6. EXHIBITS

ITEM 7. 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.

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