UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X .

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

For the quarter ended ~~March~~September 3130, 2016

Commission File number 333-172825

I-WELLNESS MARKETING GROUP INC.

(Exact name of registrant as specified in its charter)


Nevada	46-0525633
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3651 Lindell Road, Suite D612

Las Vegas, NV 89103

(Address of principal executive offices)

702-318-7545

(Registrant’s telephone number)

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.


Large accelerated filer .		Accelerated filer .
Non-accelerated filer . (Do not check if a small reporting company)		Small reporting company X .

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~~Ye . 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~~ 19April 5, ~~2016~~2017: 66,937,187

		Page Number
PART 1.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	89
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	910
ITEM 4.	Controls and Procedures.	910
PART 2.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	1011
ITEM 1A.	Risk Factors	1011
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1011
ITEM 3.	Defaults Upon Senior Securities	1011
ITEM 4.	Mine Safety Disclosures	1011
ITEM 5.	Other Information	1011
ITEM 6.	Exhibits	1112
ITEM 7.	Signatures	12

PART 1 – FINANCIAL INFORMATION

~~ITEM~~I-WELLNESS 1.MARKETING ~~FINANCIAL~~GROUP ~~STATEMENTS~~INC.

~~I-WELLNESS~~Condensed ~~MARKETING~~Consolidated ~~GROUP~~Financial ~~INC.~~Statements

~~(Formerly~~Three ~~Monarchy~~Months ~~Ventures~~Ended ~~Inc.)~~September 30, 2016

~~CONSOLIDATED~~Condensed ~~BALANCE~~Consolidated ~~SHEETS~~Balance Sheets

		March 31, 2016		June 30, 2015
		(Unaudited)
ASSETS
Current Assets
Cash	$	19,275	$	20,043
Inventory		4,841		5,033
Total current assets		24,116		25,076
Non-current Assets
Deposits		3,188		3,315
Property and equipment		152,530		176,184
Total non-current assets		155,718		179,499
TOTAL ASSETS	$	179,834	$	204,575
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Bank indebtedness	$	13,319	$	16,629
Accounts payable		164,826		160,745
Accrued liabilities		1,908		1,985
Convertible notes payable		400,752		388,892
Due to related parties		476,256		493,283
Current portion of deferred lease incentive		1,453		1,510
Total current liabilities		1,058,515		1,063,044
Long Term Liabilities
Deferred lease incentive		7,626		9,062
TOTAL LIABILITIES		1,066,141		1,072,106
STOCKHOLDERS’ DEFICIENCY
Common stock 300,000,000 shares authorized, at $0.001 par value; 66,937,845 shares issued and outstanding at March 31, 2016 (56,937,845 at June 30, 2015)		66,938		56,937
Additional paid-in capital		88,832		67,018
Accumulated other comprehensive income		66,474		54,982
Accumulated deficit		(1,108,551)		(1,046,468)
Total stockholders’ deficiency		(886,307)		(867,531)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	179,834	$	204,575

~~The~~Condensed ~~accompanying~~Consolidated ~~notes~~Statements ~~are an integral part~~ of ~~these interim consolidated financial statements.~~Operations

~~I-WELLNESS~~Condensed ~~MARKETING~~Consolidated ~~GROUP~~Statements ~~INC.~~of Cash Flows

~~(Formerly Monarchy Ventures Inc.)~~6

~~CONSOLIDATED~~Notes ~~STATEMENTS~~to OFthe ~~OPERATIONS~~Condensed Consolidated Financial Statements

~~(Unaudited)~~7

		For the three months ended				For the three months ended
		March 31,				March 31,
		2016		2015		2016		2015
REVENUE	$	103,836	$	94,986	$	308,330	$	278,773
COST OF GOODS SOLD		(67,096)		(60,760)		(207,788)		(189,306)
GROSS MARGIN		36,739		34,226		100,542		89,468
EXPENSES
Depreciation		5,329		6,883		16,393		22,316
General and administrative		11,597		6,188		38,534		33,466
Interest expense		17,914		35,251		40,062		39,928
Management wages		6,561		7,255		21,306		24,758
Professional fees		7,471		5,878		17,239		12,731
Rent		12,363		11,098		29,091		36,929
TOTAL OPERATING EXPENSES		61,235		72,553		162,625		170,128
NET LOSS		(24,496)		(38,327)		(62,083)		(80,660)
OTHER COMPREHENSIVE INCOME
Foreign exchange translation gain		-		-		11,492		3,916
COMPREHENSIVE LOSS	$	(24,496)	$	(38,327)	$	(50,591)	$	(76,744)
NET LOSS PER COMMON SHARE	$	-	$	-	$	-	$	-
WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES – basic and diluted		64,137,845		30,437,843		64,137,845		30,437,843

~~The~~I-WELLNESS ~~accompanying~~MARKETING ~~notes~~GROUP ~~are an integral part of these consolidated financial statements~~INC.

4CONDENSED CONSOLIDATED BALANCE SHEETS

I-WELLNESS MARKETING GROUP INC.


		September 30, 2016		June 30, 2016
		(Unaudited)

ASSETS
Current Assets
Cash	$	19,482	$	19,218
Inventory		6,434		6,487
Total Current Assets		25,916		25,705

Non-Current Assets
Deposits		4,926		5,638
Property and equipment, net		140,462		146,358

TOTAL ASSETS	$	171,304	$	177,701

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Bank indebtedness	$	10,716	$	13,621
Accounts payable		183,563		175,901
Accrued liabilities		2,306		2,325
Convertible notes payable		418,866		407,678
Current portion of deferred lease incentive		1,436		1,448
Due to related parties		471,487		474,981
Total Current Liabilities		1,088,374		1,075,954
Long Term Liabilities
Deferred lease incentive		7,182		7,241
Total Liabilities		1,095,556		1,083,195

STOCKHOLDERS’ DEFICIENCY
Common Stock 300,000,000 shares authorized, at $0.001 par value: 66,937,845 shares issued and outstanding		66,937		66,937
Additional Paid-In Capital		106,944		95,805
Accumulated Other Comprehensive Income		69,776		67,286
Accumulated Deficit		(1,167,909)		(1,135,522)

Total Stockholders’ Deficiency		(924,252)		(905,494)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	171,304	$	177,701

~~(Formerly~~The ~~Monarchy~~accompanying ~~Ventures~~notes ~~Inc~~are an integral part of these condensed consolidated financial statements.)

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~4

~~(Unaudited)~~I-WELLNESS MARKETING GROUP INC.

		Nine months ended
		March 31, 2016		March 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(62,083)	$	(80,660)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		16,393		22,316
Non-cash interest expense		21,861		-
Amortization of deferred lease incentive		(1,056)		(546)
Changes in operating assets and liabilities:
Prepaid expenses		-		906
Accounts payable and accrued expenses		5,617		(7,067)
Net cash used in operating activities		(19,268)		(65,050)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment		-		(3,489)
Net cash used in investing activities		-		(3,489)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank borrowings (repayments)		(2,592)		(3,774)
Advances for convertible debt		21,861		35,020
Advances from related parties		-		37,294
Net cash provided by financing activities		19,268		68,539
Effect of foreign exchange		(768)		(1,700)
Net decrease in cash		(768)		(1,700)
CASH, BEGINNING OF PERIOD		20,043		23,418
CASH, END OF PERIOD	$	19,275	$	21,718

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~The accompanying notes are an integral part of these consolidated financial statements.~~(Unaudited)


		For the three months ended
		September 30, 2016		September 30, 2015

REVENUE	$	100,532	$	98,623
COST OF GOODS SOLD		(66,162)		(65,887)
GROSS MARGIN		34,370		32,736

EXPENSES
Depreciation		4,722		10,411
General and administrative		9,063		23,432
Interest expense		18,216		-
Management wages		8,049		6,878
Professional fees		12,327		3,225
Rent		14,380		8,643
TOTAL OPERATING EXPENSES		66,757		52,589
NET LOSS FROM OPERATIONS		(32,387)		(19,853)
OTHER COMPREHENSIVE INCOME
Foreign currency translation		2,490		20,959

COMPREHENSIVE INCOME (LOSS)	$	(29,897)	$	1,106

NET LOSS PER COMMON SHARE	$	-	$	-
Basic and diluted
WEIGHTED AVERAGE OUTSTANDING SHARES		66,937,845		58,568,280
Basic and diluted

~~I-WELLNESS~~The ~~MARKETING~~accompanying ~~GROUP~~notes ~~INC~~are an integral part of these condensed consolidated financial statements.

~~(Formerly Monarchy Ventures Inc.)~~5

~~NOTES~~I-WELLNESS TOMARKETING ~~CONSOLIDATED~~GROUP ~~FINANCIAL STATEMENTS~~INC.

~~March~~CONDENSED ~~31,~~CONSOLIDATED ~~2016~~STATEMENTS OF CASH FLOWS

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION


		Three months ended
		September 30, 2016		September 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(32,387)	$	(19,853)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,722		10,411
Non-cash interest expense		11,188		3,225
Amortization of deferred lease incentive		(71)		(360)
Changes in operating assets and liabilities:
Inventory		53		-
Deposits		712		-
Accounts payable and accrued expenses		7,643		8,201
Net cash provided by (used in) operating activities		(8,140)		1,624

CASH FLOWS FROM FINANCING ACTIVITIES
Bank indebtedness		(2,905)		(4,849)
Advances from convertible debt		11,188		3,225
Net cash provided by (used in) financing activities		8,283		(1,624)

Effect of foreign exchange on cash		121		(1,378)

Net increase (decrease) in cash		264		(1,378)

CASH, BEGINNING OF PERIOD		19,218		20,043
CASH, END OF PERIOD	$	19,482	$	18,665

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

OnThe ~~October~~accompanying ~~20,~~notes ~~2014~~are ~~the~~an ~~Company~~integral ~~completed~~part ~~the acquisition~~ of ~~The~~these ~~Spud~~condensed ~~Shack~~consolidated ~~Fry~~financial ~~Company Ltd~~statements. ~~(“Spud Shack”), a restaurant located in British Columbia, Canada.~~

On December 21, 2015, the Company entered into an exclusive marketing agreement and was granted the exclusive worldwide marketing rights to a health and fitness application called 60K which is currently under development for iPhone, Android, tablets and desktop computers. Pursuant to the exclusive marketing agreement the Company will provide $100,000 in initial financing to complete the application as well as for marketing the release of a prototype. The Company will retain 30% of all revenue generated by the application. 6

~~In January 2016, the Company merged with its wholly owned subsidiary, I-Wellness Marketing Group Inc~~1., ~~which is a Nevada corporation incorporated during the six months ended March 31, 2016.~~ ORGANIZATION

InI-Wellness ~~February~~Marketing 9,Group ~~2016~~Inc. (the “Company”), was incorporated under the laws of the State of Nevada on June 16, 2010 with authorized capital stock of 300,000,000 shares at $0.001 par value. The Company ~~changed~~owns ~~its~~a ~~name~~100% ~~from~~interest ~~Monarchy~~in ~~Ventures~~The ~~Inc~~Spud Shack Fry Company Ltd., toa Icounter-~~Wellness~~service ~~Marketing~~restaurant ~~Group~~located ~~Inc~~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 period ended June 30, ~~2015~~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~~three months ended ~~March~~September 3130, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, ~~2016~~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 period ended June 30, ~~2015~~2016 included in the Company’s transition report on Form 10-K.

2. RELATED PARTIES

As of ~~March~~September 3130, 2016, the Company had amounts ofdue ~~$476~~to the President,~~256~~ ~~were~~Vice ~~owing~~President, toand ~~related~~a ~~parties~~company controlled by the Vice President, of $471,487 (June 30, ~~2015:~~2016 - $~~493~~474,~~283~~981). These amounts are unsecured, ~~and~~non-interest ~~have~~bearing, noand ~~fixed~~due ~~interest~~on ~~or repayment terms~~demand.

During the ~~nine~~three months ended ~~March~~September 3130, 2016 ~~and 2015~~, $178,~~239~~049 ~~and~~(2015 - $126,~~731~~878) was incurred as remuneration to aofficers ~~shareholder~~and ofdirectors ~~the Company who serves as the manager~~ of the ~~restaurant operation~~Company.

63. PROPERTY AND EQUIPMENT

3. PROPERTY AND EQUIPMENT


	September 30, 2016 (unaudited)			June 30, 2016
	Cost	Accumulated Depreciation	Net Book Value	Cost	Accumulated Depreciation	Net Book Value
Computer equipment	$ 5,373	$ 5,003	$ 370	$ 5,418	$ 4,985	$ 433
Furniture and fixtures	91,113	52,390	38,723	91,866	50,768	41,098
Leasehold improvements	151,311	49,942	101,369	152,561	47,734	104,827
	$ 247,797	$ 107,335	$ 140,462	$ 249,845	$ 103,487	$ 146,358

March 31, 2016		Cost		Accumulated Depreciation		Net Book Value March 31, 2016
Computer equipment	$	5,434	$	4,867	$	567
Furniture and fixtures		92,239		48,337		43,902
Leasehold improvements		153,017		44,957		108,061
	$	250,690	$	98,160	$	152,530

4. COMMITMENT

June 30, 2015		Cost		Accumulated Depreciation		Net Book Value June 30, 2015
Computer equipment	$	5,650	$	4,646	$	1,004
Furniture and fixtures		95,912		42,206		53,706
Leasehold improvements		159,110		37,636		121,474
	$	260,672	$	84,488	$	176,184

The Company is committed until August 29, 2022 for payments totaling CAD297,515 for premises under lease. The remaining minimum lease payments over the next five years are as follows:

4. COMMITMENT


2017	CAD 43,175
2018	50,868
2019	50,868
2020	50,868
2021	50,868
Thereafter	50,868
	CAD 297,515

~~The minimum lease payments over the next five years are as follows:~~7

2016	CAD$ 23,550
2017	47,100
2018	47,100
2019	50,868
2020	50,868
	CAD$ 219,486

5. CONVERTIBLE NOTES PAYABLE

5.The ~~CONVERTIBLE~~Company ~~PROMISSORY~~has ~~NOTES~~outstanding various promissory notes as at September 30, 2016:

As at March 31, 2016, the Company has $400,752 (June 30, 2015 - $388,892) in convertible promissory notes that are due on demand, bear interest at 5% and are unsecured. $75,000 of these promissory notes are convertible at $0.01, while the remaining are convertible at $0.001.


Date Issued	Amount		Term	Interest Rate			Conversion Rate
August 1, 2013	$	75,000	Demand		5	%	$	0.01
April 27, 2014		50,000	Demand		5	%	$	0.001
April 27, 2014		30,000	Demand		5	%	$	0.001
May 1, 2014		45,705	Demand		5	%	$	0.001
May 1, 2014		32,570	Demand		5	%	$	0.001
June 1, 2014		35,000	Demand		5	%	$	0.001
July 3, 2014		86,599	Demand		5	%	$	0.001
January 1, 2015		24,018	Demand		5	%	$	0.001
July 31, 2015		28,786	Demand		5	%	$	0.001
July 1, 2016		11,188	Demand		5	%	$	0.001
	$	418,866

~~During~~The ~~the nine months ended March 31, 2016, $21,861 of convertible notes issued were issued with beneficial conversion features with intrinsic values in excess of the principal balance. As a result, the~~ Company ~~recorded~~has aoutstanding ~~debt~~various ~~discount of $21,861. In addition, as these~~ promissory notes ~~are~~as ~~payable~~at onJune ~~demand~~30, ~~the~~2016: ~~debt discounts were fully amortized to interest expense during the period.~~

During the nine months ended March 31, 2016, $10,000 was converted into 10,000,000 common shares.


Date Issued	Amount		Term	Interest Rate			Conversion Rate
August 1, 2013	$	75,000	Demand		5	%	$	0.01
April 27, 2014		50,000	Demand		5	%	$	0.001
April 27, 2014		30,000	Demand		5	%	$	0.001
May 1, 2014		45,705	Demand		5	%	$	0.001
May 1, 2014		32,570	Demand		5	%	$	0.001
June 1, 2014		35,000	Demand		5	%	$	0.001
July 3, 2014		86,599	Demand		5	%	$	0.001
January 1, 2015		24,018	Demand		5	%	$	0.001
July 31, 2015		28,786	Demand		5	%	$	0.001
	$	407,678

7The Company assessed the conversion options of the promissory notes granted during the three months ended September 30, 2016 and determined they had beneficial conversion features with intrinsic values in excess of the principal balance. ~~SUBSEQUENT~~Therefore, ~~EVENT~~the Company recorded debt discounts of $11,188 for the three months ended September 30, 2016 (2015 – $3,225). In addition, as these promissory notes are payable on demand, the debt discounts were fully amortized to interest expense as of September 30, 2016.

OnThe ~~March~~amount 19of interest payable on these notes was $56,400 ~~2016~~as of September 30, ~~the~~2016 ~~Company~~(June ~~received~~30, 2016 - $551,~~801~~178) inand ~~convertible~~is ~~debt~~included ~~financing~~in accounts payable.

7During the three months ended September 30, 2016, $nil (2015 - $10,000) of debt was converted into common shares (2015 – 10,000,000).

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~~September 3130, 2016, we had a working capital deficit of $1,~~034~~062,~~399~~548, a slight ~~improvement~~increase over the working capital deficit of $1,~~037~~050,~~967~~249 at June 30, ~~2015~~2016. This ~~improvement~~increase resulted primarily from fluctuations in the USD/CAD exchange rate. Weand ~~also settled~~ a ~~portion~~net ofoverall ~~convertible~~increase ~~debt~~in byoperating ~~converting the debt to shares~~expenses.

For the 93 months ending ~~March~~September 3130, 2016 we had a net loss from operations of $6232,~~083~~387 compared to a net loss of $8019,~~660~~853 from operations for the 93 months ending ~~March~~September 3130, 2015. This ~~improvement~~increased loss resulted primarily from ~~increased~~interest ~~sales~~expense ~~and reduction~~ of ~~operating expenses. Our comprehensive income for the 9 months ending March 31~~$18,216 ~~2016~~and ~~was~~other aoperating ~~net~~expenses ~~profit of $11,492~~ as asales ~~result~~and cost of ~~foreign~~goods ~~exchange~~sold ~~translation~~remained ~~gains~~relatively consistent.

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 ~~favourable~~favorable terms.

Critical Accounting Policies and Estimates

In presenting our financial statements in conformity with U.S. generally accepting accounting ~~principals~~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.

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~~September 3130, 2016. 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 ~~annual~~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~~September 3130, 2016. 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.

9A 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.

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. 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. 10

AsThe lack of sufficient personnel also results in a ~~result~~lack of ~~these~~segregation ~~material~~of ~~weaknesses,~~duties ~~management~~and ~~concluded~~the ~~that~~accounting ~~the~~technical ~~Company~~expertise ~~did~~necessary ~~not~~for ~~maintain~~an effective ~~control~~system ~~over~~of ~~financial~~internal ~~reporting~~control. As soon as ofour ~~March~~finances 31allow, ~~2016~~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 September 30, 2016.

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:

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;

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

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


The following exhibits are included as part of this report:

3		Corporate Charter*

3(i)		Articles of Incorporation*

3(ii)		By-laws*

10.1		Transfer Agent and Registrar Agreement*

10.2		Share Exchange Agreement dated May 14, 2013 (incorporated by reference to the Form 8 filed on May 14, 2013.

10.3		Share Exchange Agreement dated July 9, 2013 (incorporated by reference to the Form 8 filed on July 9, 2013)

31		Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Incorporated by reference to our Registration Statement on Form S-1 filed on March 15, 2011

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.

	I-WELLNESS MARKETING GROUP INC.
Date: May 24, 2016	/s/ Timothy Ferguson
Date: April 5, 2017	/s/ Timothy Ferguson
	Timothy Ferguson Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director

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